0001193125-12-275304 Sample Contracts

BY AND AMONG POPULAR NORTH AMERICA, INC., AS GUARANTOR POPULAR, INC.,
Guarantee Agreement • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • New York
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EXHIBIT 4.21 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • Delaware
POPULAR NORTH AMERICA, INC., as Issuer and POPULAR, INC., as Guarantor to THE BANK OF NEW YORK MELLON, as Trustee
Junior Subordinated Indenture • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • New York
DECLARATION OF TRUST AND TRUST AGREEMENT
Trust Agreement • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • Delaware

This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of June 16, 2006 (this “Trust Agreement”), among (i) Popular North America, Inc., a Delaware corporation, as depositor (the “Depositor”); (ii) Popular Inc., a Puerto Rico corporation (the “Guarantor”); (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (the “Delaware Trustee”); (iv) J. P. Morgan Trust Company, National Association, as Property Trustee; and (v) Jorge A. Junquera and Richard Barrios, each an individual, as trustees (each of such trustees in (iii), (iv), and (v) a “Trustee” and collectively, the “Trustees”). The Depositor, the Guarantor and the Trustees hereby agree as follows:

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