EXCHANGE AGREEMENT

by and among

POPULAR, INC.,

POPULAR CAPITAL TRUST III

AND

THE UNITED STATES DEPARTMENT OF THE TREASURY

Dated as of August 21, 2009
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TABLE OF CONTENTS

Page

ARTICLE I

THE CLOSING; THE EXCHANGE OF CAPITAL SECURITIES FOR SERIES C 

PREFERRED STOCK

Section 1.1 The Capital Securities.......................................................................... 1

Section 1.2 The Closing ......................................................................................... 2

Section 1.3 Interpretation ....................................................................................... 4

ARTICLE II

EXCHANGE

Section 2.1 Exchange ............................................................................................. 5

Section 2.2 Exchange Documentation..................................................................... 5

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1 Existence and Power. ........................................................................... 5

Section 3.2 Authorization and Enforceability.......................................................... 6

Section 3.3 Valid Issuance of Capital Securities and Debentures............................ 6

Section 3.4 Non-Contravention .............................................................................. 6

Section 3.5 Representations and Warranties Regarding the Trust............................ 8

Section 3.6 No Company Material Adverse Effect.................................................. 8

Section 3.7 Offering of Securities........................................................................... 8

Section 3.8 Brokers and Finders............................................................................. 8

ARTICLE IV

COVENANTS

Section 4.1 Commercially Reasonable Efforts........................................................ 9

Section 4.2 Expenses.............................................................................................. 9

Section 4.3 Exchange Listing ................................................................................. 9

Section 4.4 Access, Information and Confidentiality .............................................. 9

Section 4.5 Executive Compensation.................................................................... 10

Section 4.6 Certain Notifications Until Closing .................................................... 11

Section 4.7 Tax Status of Debentures ................................................................... 12

Section 4.8 Suspension of Distributions................................................................ 12

Section 4.9 TIA Qualification............................................................................... 12

Section 4.10 Monthly Lending Reports .................................................................. 12
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ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Unregistered Capital Securities .......................................................... 12

Section 5.2 Legend............................................................................................... 13

Section 5.3 Certain Transactions .......................................................................... 14

Section 5.4 Transfer of Capital Securities............................................................. 14

Section 5.5 Registration Rights............................................................................. 14

Section 5.6 Restriction on Dividends and Repurchases. ........................................ 14

Section 5.7 Repurchase of Investor Securities....................................................... 16

Section 5.8 Qualified Equity Offering .................................................................. 16

Section 5.9 Bank Holding Company Status .......................................................... 16

Section 5.10 Compliance with Employ American Workers Act .............................. 16

ARTICLE VI

MISCELLANEOUS

Section 6.1 Termination ....................................................................................... 17

Section 6.2 Survival of Representations and Warranties ....................................... 17

Section 6.3 Amendment ....................................................................................... 17

Section 6.4 Waiver of Conditions......................................................................... 18

Section 6.5 Governing Law; Submission to Jurisdiction, Etc. ............................... 18

Section 6.6 Notices............................................................................................... 18

Section 6.7 Definitions......................................................................................... 19

Section 6.8 Assignment ........................................................................................ 20

Section 6.9 Severability........................................................................................ 21

Section 6.10 No Third-Party Beneficiaries.............................................................. 21

Section 6.11 Entire Agreement, Etc........................................................................ 21

Section 6.12 Counterparts and Facsimile ................................................................ 21

Section 6.13 Specific Performance ......................................................................... 21
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LIST OF ANNEXES

ANNEX A: TRUST AGREEMENT

ANNEX B: GUARANTEE AGREEMENT

ANNEX C: INDENTURE

ANNEX D-1: FORM OF OPINION OF SULLIVAN & CROMWELL LLP

ANNEX D-2: FORM OF OPINION OF PIETRANTONI, MÉNDEZ & ALVAREZ LLP

ANNEX D-3: FORM OF OPINION OF RICHARDS, LAYTON & FINGER, P.A.

LIST OF SCHEDULES

SCHEDULE A: CAPITALIZATION

SCHEDULE B: MATERIAL ADVERSE CHANGES
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Defined Terms

Affiliate ............................................................................................ Section 6.7(b)

Agreement ........................................................................................ Preamble

Bank ................................................................................................. Section 1.2(d)(iii)

Base Indenture .................................................................................. Section 1.2(d)(iii)

Benefit Plans..................................................................................... Section 1.2(d)(vi)

Capital Securities.............................................................................. Recitals

Capitalization Date............................................................................ Section 3.1(b)

Closing ............................................................................................. Section 1.2(a)

Closing Date ..................................................................................... Section 1.2(a)

Common Securities........................................................................... Recitals

Company .......................................................................................... Preamble

Company Material Adverse Effect .................................................... Section 6.7(c)

Company Subsidiaries....................................................................... Section 4.4(a)

Compensation Regulations................................................................ Section 1.2(d)(vi)

Debentures........................................................................................ Recitals

Delaware Statutory Trust Act............................................................ Preamble

EAWA.............................................................................................. Section 5.10

EESA................................................................................................ Section 1.2(d)(vi)

Exchange .......................................................................................... Recitals

First Supplemental Indenture ............................................................ Section 1.2(d)(iii)

Governing Agreements ..................................................................... Section 1.2(d)(iii)

Governmental Entities....................................................................... Section 1.2(c)

Guarantee Agreement ....................................................................... Section 1.2(d)(iii)

Indenture........................................................................................... Section 1.2(d)(iii)

Information....................................................................................... Section 4.4(c)

Investor............................................................................................. Preamble

Junior Stock...................................................................................... Section 5.6(c)

Parity Stock ...................................................................................... Section 5.6(c)

Permitted Repurchases...................................................................... Section 5.6(a)(ii)

Previously Disclosed......................................................................... Section 6.7(d)

Relevant Period................................................................................. Section 1.2(d)(vi)

Section 4.5 Employee ....................................................................... Section 4.5(b)

Securities Purchase Agreement ......................................................... Recitals

Senior Executive Officers ................................................................. Section 1.2(d)(vi)

Series C Preferred Stock ................................................................... Recitals

Series C Shares................................................................................. Section 2.1

Share Dilution Amount ..................................................................... Section 5.6(a)(ii)

Transfer ............................................................................................ Section 5.4

Trust ................................................................................................. Preamble

Trust Agreement ............................................................................... Section 1.2(d)(iii)

Trust Indenture Act........................................................................... Section 4.9
NY12528:381732.5F

EXCHANGE AGREEMENT, dated as of August 21, 2009 (this 

“Agreement”) by and among Popular, Inc., a Puerto Rico corporation (the “Company”), 

Popular Capital Trust III (the “Trust”), a Delaware statutory trust created under the 

Delaware Statutory Trust Act (as defined in the Trust Agreement), and the United States 

Department of the Treasury (the “Investor”). All capitalized terms used herein and not 

otherwise defined shall have the respective meanings ascribed to them in the Securities 

Purchase Agreement.

BACKGROUND

WHEREAS, the Investor is, as of the date hereof, the beneficial owner of 

935,000 shares of the Company’s preferred stock designated as “Fixed Rate Cumulative 

Perpetual Preferred Stock, Series C”, having a liquidation amount of $1,000 per share 

(the “Series C Preferred Stock”);

WHEREAS, the Company issued the Series C Preferred Stock pursuant to 

a Securities Purchase Agreement, dated December 5, 2008 (the “Securities Purchase 

Agreement”), between the Company and the Investor;

WHEREAS, the Company, the Trust and the Investor desire to exchange 

935,000 newly issued capital securities of the Trust (the “Capital Securities”), with a 

liquidation amount of $1,000 per capital security, for the 935,000 shares of the Series C 

Preferred Stock beneficially owned and held by the Investor, on the terms and subject to 

the conditions set forth herein (the “Exchange”); and

WHEREAS, in connection with the Exchange, the Trust proposes to use 

the Series C Preferred Stock, together with the proceeds of the issuance and sale by the 

Trust to the Company of $1,000,000 aggregate liquidation amount of its Fixed Rate 

Common Securities (the “Common Securities”), to purchase $936,000,000 aggregate 

principal amount of the Debentures (as defined in the First Supplemental Indenture).

NOW, THEREFORE, in consideration of the mutual covenants and 

agreements contained in this Agreement, the receipt and sufficiency of which are hereby 

acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

THE CLOSING; THE EXCHANGE OF CAPITAL SECURITIES FOR SERIES C

PREFERRED STOCK

Section 1.1 The Capital Securities. The Capital Securities are being 

issued to the Investor in the Exchange pursuant to Article II hereof. The shares of Series 

C Preferred Stock exchanged for the Capital Securities pursuant to Article II hereof are 

being reacquired by the Company and shall have the status of authorized but unissued 

shares of preferred stock of the Company undesignated as to series and may be 

designated or redesignated and issued or reissued, as the case may be, as part of any 
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series of preferred stock of the Company; provided that such shares shall not be reissued 

as shares of Series C Preferred Stock.

Section 1.2 The Closing.

(a) The closing of the Exchange (the “Closing”) will take place at the 

offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 

9:00 a.m., New York time, on the business day after the day on which all of the 

conditions set forth in Sections 1.2(c) and (d) are satisfied or waived (other than those 

conditions that by their terms must be satisfied on the Closing Date, but subject to the 

satisfaction or waiver of those conditions), or at such other place, time and date as shall 

be agreed between the Company and the Investor. The time and date on which the 

Closing occurs is referred to in this Agreement as the “Closing Date”.

(b) Subject to the fulfillment or waiver of the conditions to the Closing 

in this Section 1.2, at the Closing (i) the Trust will deliver the Capital Securities to the 

Investor, as evidenced by one or more certificates dated the Closing Date and registered 

in the name of the Investor or its designee(s), (ii) the Investor will deliver the certificate 

representing the Series C Shares to the Trust, (iii) the Trust will use the Series C Shares, 

together with the proceeds of the issuance and sale by the Trust to the Company of 

$1,000,000 aggregate liquidation amount of Common Securities to purchase 

$936,000,000 aggregate principal amount of the Debentures and (iv) the Company will 

deliver to the Trust Debentures having an aggregate principal amount of $936,000,000.

(c) The respective obligations of each of the Investor, the Trust and 

the Company to consummate the Exchange are subject to the fulfillment (or waiver by 

the Company, the Trust and the Investor, as applicable) prior to the Closing of the 

conditions that (i) any approvals or authorizations of all United States and other 

governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) 

required for the consummation of the Exchange shall have been obtained or made in form 

and substance reasonably satisfactory to each party and shall be in full force and effect 

and all waiting periods required by United States and other applicable law, if any, shall 

have expired and (ii) no provision of any applicable United States or other law and no 

judgment, injunction, order or decree of any Governmental Entity shall prohibit 

consummation of the Exchange as contemplated by this Agreement.

(d) The obligation of the Investor to consummate the Exchange is also 

subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of 

the following conditions:

(i) (A) the representations and warranties of the Company set 

forth in (x) Sections 3.4 and 3.6 of this Agreement shall be true and 

correct in all respects as though made on and as of the Closing Date and 

(y) Sections 3.1, 3.2, 3.3, 3.5, 3.7 and 3.8 of this Agreement shall be true 

and correct in all material respects as though made on and as of the 

Closing Date (other than representations and warranties that by their terms 
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speak as of another date, which representations and warranties shall be 

true and correct in all material respects as of such other date) and (B) the 

Company shall have performed in all material respects all obligations 

required to be performed by it under this Agreement at or prior to the 

Closing;

(ii) the Investor shall have received a certificate signed on 

behalf of the Company by a senior executive officer certifying to the effect 

that the conditions set forth in Section 1.2(d)(i) have been satisfied;

(iii) the Company shall have delivered to the Investor the 

Amended and Restated Declaration of Trust and Trust Agreement, in 

substantially the form attached hereto as Annex A (the “Trust 

Agreement”), among the Company, the Bank of New York Mellon, a New 

York banking corporation, as property trustee (the “Bank”), BNY Mellon 

Trust of Delaware, a Delaware corporation, as Delaware trustee, and Jorge 

Junquera, an individual, and Richard Barrios, an individual, as 

administrative trustees, and the several Holders (as defined in the Trust 

Agreement), the Guarantee Agreement, in substantially the form attached 

hereto as Annex B (the “Guarantee Agreement”), between the Company 

and the Bank, as guarantee trustee, and the First Supplemental Indenture, 

in substantially the form attached hereto as Annex C (the “First 

Supplemental Indenture”), between the Company and the Bank, as trustee, 

which amends and supplements the Indenture in substantially the form 

attached hereto as Annex C (the “Base Indenture”), between the Company 

and the Bank; the Base Indenture and the First Supplemental Indenture are 

together referred to herein as the “Indenture”; the Trust Agreement, the 

Guarantee Agreement and the Indenture are collectively referred to herein 

as the “Governing Agreements”; 

(iv) the Trust shall have delivered certificates in proper form or, 

with the prior consent of the Investor, evidence in book-entry form, 

evidencing the Capital Securities to the Investor or its designee(s);

(v) the Company shall have delivered to the Investor written 

opinions from outside counsel to the Company, addressed to the Investor 

and dated as of the Closing Date, in substantially the forms attached hereto 

as Annexes D-1, D-2 and D-3; and

(vi) (A) the Company shall have effected such changes to its 

compensation, bonus, incentive and other benefit plans, arrangements and 

agreements (including golden parachute, severance and employment 

agreements) (collectively, “Benefit Plans”) with respect to its Senior 

Executive Officers (and to the extent necessary for such changes to be 

legally enforceable, each of its Senior Executive Officers shall have duly 

consented in writing to such changes), as may be necessary, during the 
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period beginning with the Company’s receipt of any “financial assistance” 

(as such term is defined in the Compensation Regulations), and ending on 

the last date upon which any obligation of the Company arising from such 

financial assistance remains outstanding (disregarding any warrants to 

purchase common stock of the Company that the Investor may be holding) 

(such period, the “Relevant Period”), in order to comply with Section 111 

of the Emergency Economic Stabilization Act of 2008, as amended by the 

American Recovery and Reinvestment Act of 2009, or otherwise from 

time to time (“EESA”), as implemented by any guidance, rule or 

regulation thereunder, as the same shall be in effect from time to time 

(collectively, the “Compensation Regulations”) and (B) the Investor shall 

have received a certificate signed on behalf of the Company by a senior 

executive officer certifying to the effect that the condition set forth in 

Section 1.2(d)(vi)(A) has been satisfied; “Senior Executive Officers” 

means the Company’s “senior executive officers” as defined in Section 

111 of the EESA and the Compensation Regulations issued or to be issued 

thereunder, including the rules set forth in 31 CFR Part 30 or any rules 

that replace 31 CFR Part 30.

Section 1.3 Interpretation. When a reference is made in this Agreement 

to “Recitals,” “Articles,” “Sections,” “Annexes” or “Schedules” such reference shall be 

to a Recital, Article or Section of, or Annex or Schedule to, this Agreement, unless 

otherwise indicated. The terms defined in the singular have a comparable meaning when 

used in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and the 

like refer to this Agreement as a whole and not to any particular section or provision, 

unless the context requires otherwise. The table of contents and headings contained in 

this Agreement are for reference purposes only and are not part of this Agreement. 

Whenever the words “include,” “includes” or “including” are used in this Agreement, 

they shall be deemed followed by the words “without limitation.” No rule of construction 

against the draftsperson shall be applied in connection with the interpretation or 

enforcement of this Agreement, as this Agreement is the product of negotiation between 

sophisticated parties advised by counsel. All references to “$” or “dollars” mean the 

lawful currency of the United States of America. Except as expressly stated in this 

Agreement, all references to any statute, rule or regulation are to the statute, rule or 

regulation as amended, modified, supplemented or replaced from time to time (and, in the 

case of statutes, include any rules and regulations promulgated under the statute) and to 

any section of any statute, rule or regulation include any successor to the section. 

References to a “business day” shall mean any day except Saturday, Sunday and any day 

on which banking institutions in the State of New York generally are authorized or 

required by law or other governmental actions to close.
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ARTICLE II

EXCHANGE

Section 2.1 Exchange. On the terms and subject to the conditions set 

forth in this Agreement, (a) the Company and the Trust agree to issue the Capital 

Securities to the Investor in exchange for 935,000 shares of Series C Preferred Stock 

beneficially owned and held by the Investor (such shares, the “Series C Shares”), and 

(b) the Investor agrees to deliver to the Trust the Series C Shares in exchange for the 

Capital Securities.

Section 2.2 Exchange Documentation. Settlement of the Exchange will 

take place on the Closing Date, at which time the Investor will cause delivery of the 

Series C Shares to the Trust or its designated agent and the Company and the Trust will 

cause delivery of the Capital Securities to the Investor or its designated agent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as Previously Disclosed, the Company represents and warrants to 

Investor as of the date hereof and as of the Closing Date that:

Section 3.1 Existence and Power.

(a) Organization, Authority and Significant Subsidiaries. The 

Company is duly organized, validly existing and in good standing under the laws of the 

Commonwealth of Puerto Rico and has all necessary power and authority to own, operate 

and lease its properties and to carry on its business as it is being currently conducted, and 

except as has not, individually or in the aggregate, had and would not reasonably be 

expected to have a Company Material Adverse Effect, has been duly qualified as a 

foreign corporation for the transaction of business and is in good standing under the laws 

of each other jurisdiction in which it owns or leases properties or conducts any business 

so as to require such qualification; each subsidiary of the Company that is a “significant 

subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities 

Act has been duly organized and is validly existing in good standing under the laws of its 

jurisdiction of organization. The Charter and bylaws of the Company, copies of which 

have been provided to the Investor prior to the date hereof, are true, complete and correct 

copies of such documents as in full force and effect as of the date hereof.

(b) Capitalization. The authorized capital stock of the Company, and 

the outstanding capital stock of the Company (including securities convertible into, or 

exercisable or exchangeable for, capital stock of the Company) as of the most recent 

fiscal month-end preceding the date hereof (the “Capitalization Date”) is set forth on 

Schedule A. The outstanding shares of capital stock of the Company have been duly 

authorized and are validly issued and outstanding, fully paid and nonassessable, and 
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subject to no preemptive rights (and were not issued in violation of any preemptive 

rights). Except as provided in the Warrant, as of the date hereof, the Company does not 

have outstanding any securities or other obligations providing the holder the right to 

acquire Common Stock that is not reserved for issuance as specified on Schedule A, and 

the Company has not made any other commitment to authorize, issue or sell any 

Common Stock. Since the Capitalization Date, the Company has not issued any shares of 

Common Stock other than (i) shares issued upon the exercise of stock options or 

delivered under other equity-based awards or other convertible securities or warrants 

which were issued and outstanding on the Capitalization Date and disclosed on Schedule 

A and (ii) shares disclosed on Schedule A.

Section 3.2 Authorization and Enforceability.

(a) The Company has the corporate power and authority to execute 

and deliver this Agreement and the Governing Agreements and to carry out its 

obligations hereunder and thereunder.

(b) The execution, delivery and performance by the Company of this 

Agreement and the Governing Agreements and the consummation of the transactions 

contemplated hereby and thereby, have been duly authorized by all necessary corporate 

action on the part of the Company and, if any, its stockholders, and no further approval or 

authorization is required on the part of the Company. This Agreement and the Governing 

Agreements are valid and binding obligations of the Company, enforceable against the 

Company in accordance with its and their terms, subject to the Bankruptcy Exceptions.

Section 3.3 Valid Issuance of Capital Securities and Debentures. 

(a) The Capital Securities have been duly and validly authorized by all necessary action, 

and, when issued and delivered pursuant to this Agreement, such Capital Securities will 

be duly and validly issued and fully paid and nonassessable, will not be issued in 

violation of any preemptive rights, will represent nonassessable undivided beneficial 

interests in the assets of the Trust, will be entitled to the benefits of the Trust Agreement 

and the Guarantee Agreement and will not subject the holder thereof to personal liability.

(b) The Debentures have been duly and validly authorized by the 

Company and, when issued and delivered pursuant to the Indenture, such Debentures will 

have been duly executed, authenticated, issued and delivered, will constitute valid and 

legally binding obligations of the Company, enforceable against the Company in 

accordance with their terms, subject to the Bankruptcy Exceptions, will be in the form 

contemplated by, and entitled to the benefits of, the Indenture, and will have the ranking 

set forth in the Indenture.

Section 3.4 Non-Contravention.

(a) The execution, delivery and performance by the Company of this 

Agreement, the Governing Agreements, and the consummation of the transactions 

contemplated hereby and thereby, and compliance by the Company with the provisions 
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hereof and thereof, will not (A) violate, conflict with, or result in a breach of any 

provision of, or constitute a default (or an event which, with notice or lapse of time or 

both, would constitute a default) under, or result in the termination of, or accelerate the 

performance required by, or result in a right of termination or acceleration of, or result in 

the creation of, any lien, security interest, charge or encumbrance upon any of the 

properties or assets of the Company or any Company Subsidiary under any of the terms, 

conditions or provisions of (i) its organizational documents or (ii) any note, bond, 

mortgage, indenture, deed of trust, license, lease, agreement or other instrument or 

obligation to which the Company or any Company Subsidiary is a party or by which it or 

any Company Subsidiary may be bound, or to which the Company or any Company 

Subsidiary or any of the properties or assets of the Company or any Company Subsidiary 

may be subject, or (B) subject to compliance with the statutes and regulations referred to 

in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, 

order, writ, injunction or decree applicable to the Company or any Company Subsidiary 

or any of their respective properties or assets except, in the case of clauses (A)(ii) and 

(B), for those occurrences that, individually or in the aggregate, have not had and would 

not reasonably be expected to have a Company Material Adverse Effect.

(b) Other than the filing of any current report on Form 8-K required to 

be filed with the SEC, such filings and approvals as are required to be made or obtained 

under any state “blue sky” laws and such consents and approvals that have been made or 

obtained, no notice to, filing with, exemption or review by, or authorization, consent or 

approval of, any Governmental Entity is required to be made or obtained by the Company 

in connection with the consummation by the Company of the Exchange except for any 

such notices, filings, exemptions, reviews, authorizations, consents and approvals the 

failure of which to make or obtain would not, individually or in the aggregate, reasonably 

be expected to have a Company Material Adverse Effect.

(c) Except as would not, individually or in the aggregate, reasonably 

be expected to have a Company Material Adverse Effect, (A) the execution, delivery and 

performance by the Company of this Agreement and the consummation of the 

transactions contemplated hereby (including for this purpose the consummation of the 

Exchange) and compliance by the Company with the provisions hereof will not (1) result 

in any payment (including any severance payment, payment of unemployment 

compensation, “excess parachute payment” (within the meaning of the Code), “golden 

parachute payment” (as defined in the EESA, as implemented by the Compensation 

Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or 

former employee, officer or director of the Company or any Company Subsidiary from 

the Company or any Company Subsidiary under any benefit plan or otherwise, (2) 

increase any benefits otherwise payable under any benefit plan, (3) result in any 

acceleration of the time of payment or vesting of any such benefits, (4) require the 

funding or increase in the funding of any such benefits or (5) result in any limitation on 

the right of the Company or any Company Subsidiary to amend, merge, terminate or 

receive a reversion of assets from any benefit plan or related trust and (B) neither the 

Company nor any Company Subsidiary has taken, or permitted to be taken, any action 

that required, and no circumstances exist that will require the funding, or increase in the 
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funding, of any benefits or resulted, or will result, in any limitation on the right of the 

Company or any Company Subsidiary to amend, merge, terminate or receive a reversion 

of assets from any benefit plan or related trust.

Section 3.5 Representations and Warranties Regarding the Trust.

(a) The Trust has been duly created, is validly existing in good 

standing as a statutory trust under the Delaware Statutory Trust Act and is and will be 

treated as a “grantor trust” for federal income tax purposes under existing law.

(b) The Trust has the statutory trust power and authority to conduct its 

business as contemplated by this Agreement and the Trust Agreement and is not required 

to be authorized to do business in any other jurisdiction.

(c) The execution, delivery and performance of this Agreement and 

the Trust Agreement have been duly authorized by the Trust, and this Agreement and the 

Trust Agreement will constitute valid and legally binding instruments of the Trust, 

enforceable against the Trust in accordance their terms, subject to the Bankruptcy 

Exceptions. The Trust is not and will not be a party to or otherwise be bound by any 

agreement other than the Governing Agreements and those entered into in connection 

with the issuance of the Capital Securities and the Common Securities.

(d) The administrative trustees of the Trust are officers of the 

Company and have been duly authorized by the Company to execute and deliver the 

Trust Agreement.

(e) The Trust is not now, nor after giving effect to the transactions 

contemplated hereby will be, and the Trust is not controlled by, or acting on behalf of any 

person which is, an “investment company” within the meaning of the Investment

Company Act of 1940, as amended.

Section 3.6 No Company Material Adverse Effect. Since June 30, 

2009, no fact, circumstance, event, change, occurrence, condition or development has 

occurred that, individually or in the aggregate, has had or would reasonably be likely to 

have a Company Material Adverse Effect, except as disclosed on Schedule B.

Section 3.7 Offering of Securities. Neither the Company nor any 

person acting on its behalf has taken any action (including any offering of any securities 

of the Company under circumstances which would require the integration of such 

offering with the offering of the Capital Securities under the Securities Act and the rules 

and regulations of the SEC promulgated thereunder), which might subject the offering, 

issuance or sale of the Capital Securities to the Investor pursuant to this Agreement to the 

registration requirements of the Securities Act.

Section 3.8 Brokers and Finders. No broker, finder or investment 

banker is entitled to any financial advisory, brokerage, finder’s or other fee or 

commission in connection with this Agreement or the transactions contemplated hereby
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based upon arrangements made by or on behalf of the Company or any Company 

Subsidiary for which the Investor could have any liability.

ARTICLE IV

COVENANTS

Section 4.1 Commercially Reasonable Efforts. Subject to the terms 

and conditions of this Agreement, each of the parties will use its commercially reasonable 

efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be 

done, all things necessary, proper or desirable, or advisable under applicable laws, so as 

to permit consummation of the Exchange as promptly as practicable and otherwise to 

enable consummation of the transactions contemplated hereby and shall use 

commercially reasonable efforts to cooperate with the other party to that end.

Section 4.2 Expenses.

(a) If requested by the Investor, the Company shall pay all reasonable 

out-of-pocket and documented costs and expenses associated with the Exchange, 

including (i) the reasonable fees, disbursements and other charges of Simpson Thacher & 

Bartlett LLP, as counsel to the Investor, and (ii) the reasonable fees, disbursements and 

other charges of the trustees for the Capital Securities and the Debentures.

(b) In addition, the Company shall pay the Investor an Exchange Fee 

by wire transfer of same day funds at the time of consummation of the Exchange. If the 

Closing occurs on or before August 24, 2009, the “Exchange Fee” shall equal 

$13,000,000. If the Closing occurs after August 24, 2009, the “Exchange Fee” shall 

equal $13,000,000 plus an additional amount to be agreed upon in good faith by the 

Company and the Investor.

Section 4.3 Exchange Listing. If requested by the Investor, the 

Company and the Trust shall, at the Company’s expense, cause the Capital Securities, to 

the extent the Capital Securities comply with applicable listing requirements, and, after 

distribution thereof, the Debentures, to be listed on the Nasdaq Global Select Market, 

subject to official notice of issuance, and shall maintain such listing for so long as any 

Common Stock is listed on such exchange. At the Investor’s request, the Company

agrees to take such action as may be necessary to change the minimum denominations of 

the Capital Securities to $25 or such other amount as the Investor shall reasonably 

request.

Section 4.4 Access, Information and Confidentiality.

(a) From the date hereof until the date when the Investor no longer 

holds any debt or equity securities of the Company or an Affiliate of the Company 

acquired pursuant to this Agreement, the Company will permit the Investor and its 

agents, consultants, contractors and advisors (i) acting through the Company’s 
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NY12528:381732.5F

Appropriate Federal Banking Agency, to examine the corporate books and make copies 

thereof and to discuss the affairs, finances and accounts of the Company and the 

subsidiaries of the Company (the “Company Subsidiaries”) with the principal officers of 

the Company, all upon reasonable notice and at such reasonable times and as often as the 

Investor may reasonably request and (ii) to review any information material to the 

Investor’s investment in the Company provided by the Company to its Appropriate 

Federal Banking Agency.

(b) From the date hereof until the date when the Investor no longer 

holds any debt or equity securities of the Company or an Affiliate of the Company 

acquired pursuant to this Agreement, the Company will permit, and will cause the 

Company Subsidiaries to permit the Investor and its agents, consultants, contractors 

access to personnel and any books, papers, records or other data, in each case, to the 

extent relevant to ascertaining compliance with the financing terms and conditions.

(c) The Investor will use reasonable best efforts to hold, and will use 

reasonable best efforts to cause its agents, consultants, contractors, advisors, and United 

States executive branch officials and employees, to hold, in confidence all non-public 

records, books, contracts, instruments, computer data and other data and information 

(collectively, “Information”) concerning the Company furnished or made available to it 

by the Company or its representatives pursuant to this Agreement (except to the extent 

that such information can be shown to have been (i) previously known by such party on a 

non-confidential basis, (ii) in the public domain through no fault of such party or (iii) 

later lawfully acquired from other sources by the party to which it was furnished (and 

without violation of any other confidentiality obligation)); provided that nothing herein 

shall prevent the Investor from disclosing any Information to the extent required by 

applicable laws or regulations or by any subpoena or similar legal process. The Investor 

understands that the Information may contain commercially sensitive confidential 

information entitled to an exception from a Freedom of Information Act request.

(d) Nothing in this Section shall be construed to limit the authority that 

the Special Inspector General of the Troubled Asset Relief Program or the Comptroller 

General of the United States have under law.

Section 4.5 Executive Compensation.

(a) Benefit Plans. During the Relevant Period, the Company shall take 

all necessary action to ensure that its Benefit Plans comply in all respects with Section 

111 of the EESA, as implemented by the Compensation Regulations, and shall not adopt 

any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly 

state and require that such Benefit Plan and any compensation thereunder shall be subject 

to any relevant Compensation Regulations adopted, issued or released on or after the date 

any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation 

Regulations are amended or otherwise change during the Relevant Period in a manner 

that requires changes to then-existing Benefit Plans, the Company shall effect such 

changes to its Benefit Plans as promptly as practicable after it has actual knowledge of 
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NY12528:381732.5F

such changes in order to be in compliance with this Section 4.5(a) (and shall be deemed 

to be in compliance for a reasonable period to effect such changes).

(b) Additional Waivers. After the Closing Date, in connection with 

the hiring or promotion of a Section 4.5 Employee or otherwise, to the extent any Section 

4.5 Employee shall not have executed a waiver with respect to the application to such 

Section 4.5 Employee of the Compensation Regulations, the Company shall use its best 

efforts to (i) obtain from such Section 4.5 Employee a waiver in a form satisfactory to the 

Investor and (ii) deliver such waiver to the Investor as promptly as possible, in each case, 

within sixty days of the Closing Date or, if later, within sixty days of such Section 4.5 

Employee becoming subject to the requirements of this section. “Section 4.5 Employee” 

means (A) each Senior Executive Officer and (B) each additional highly-compensated 

employee of the Company or its Affiliates subject to the limitations set forth in 

subsection 111(b)(3)(D) of the EESA and the Compensation Regulations.

(c) Clawback. In the event that any Section 4.5 Employee receives a 

payment in contravention of the provisions of this Section 4.5, the Company shall 

promptly provide such individual with written notice that the amount of such payment 

must be repaid to the Company in full within fifteen business days following receipt of 

such notice or such earlier time as may be required by the Compensation Regulations and 

shall promptly inform the Investor (i) upon discovering that a payment in contravention 

of this Section 4.5 has been made and (ii) following the repayment to the Company of

such amount and shall take such other actions as may be necessary to comply with the 

Compensation Regulations.

(d) Limitation on Deductions. During the Relevant Period, the 

Company agrees that it shall not claim a deduction for remuneration for federal income 

tax purposes in excess of $500,000 for each Senior Executive Officer that would not be 

deductible if Section 162(m)(5) of the Code applied to the Company.

(e) Amendment to Prior Agreement. The parties agree that, effective 

as of the date hereof, Section 4.10 of the Securities Purchase Agreement shall be 

amended in its entirety by replacing such Section 4.10 with the provisions set forth in this 

Section 4.5 and any terms included in this Section 4.5 that are not otherwise defined in 

the Securities Purchase Agreement shall have the meanings ascribed to such terms in this 

Agreement.

Section 4.6 Certain Notifications Until Closing. From the date hereof 

until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or 

circumstance of which it is aware and which would reasonably be likely to cause any 

representation or warranty of the Company contained in this Agreement to be untrue or 

inaccurate in any material respect or to cause any covenant or agreement of the Company 

contained in this Agreement not to be complied with or satisfied in any material respect 

and (ii) except as Previously Disclosed, any fact, circumstance, event, change, 

occurrence, condition or development of which the Company is aware and which, 

individually or in the aggregate, has had or would reasonably be likely to have a 
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NY12528:381732.5F

Company Material Adverse Effect; provided, however, that delivery of any notice 

pursuant to this Section 4.6 shall not limit or affect any rights of or remedies available to 

the Investor; provided, further, that a failure to comply with this Section 4.6 shall not 

constitute a breach of this Agreement or the failure of any condition set forth in Section 

1.2 to be satisfied unless the underlying Company Material Adverse Effect or material 

breach would independently result in the failure of a condition set forth in Section 1.2 to 

be satisfied.

Section 4.7 Tax Status of Debentures. The Company agrees that, for so 

long as any Debentures are outstanding, it will not claim a deduction for interest on the 

Debentures for federal, state, foreign or other income tax purposes.

Section 4.8 Suspension of Distributions. Until the settlement or 

termination of the exchange offer described in the prospectus filed by the Company with 

the SEC on August 4, 2009, the Company shall not, and shall cause its subsidiaries to not, 

defer or suspend distributions on any outstanding series of trust preferred securities of the 

Company or a subsidiary of the Company, or on any debentures underlying any such trust 

preferred securities.

Section 4.9 TIA Qualification. In connection with any registration 

pursuant to Section 5.5, the Company agrees to (i) qualify the Governing Agreements 

under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the 

SEC promulgated thereunder (together, the “Trust Indenture Act”), and (ii) ensure that 

the Governing Agreements comply in all material respects with the applicable 

requirements of the Trust Indenture Act.

Section 4.10 Monthly Lending Reports. During the Relevant Period, the 

Company will detail in monthly reports submitted to the Investor the information 

required by the CPP Monthly Lending Reports, as published on 

www.financialstability.gov from time to time.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Unregistered Capital Securities. The Investor 

acknowledges that the Capital Securities have not been registered under the Securities 

Act or under any state securities laws. The Investor (a) is acquiring the Capital Securities 

pursuant to an exemption from registration under the Securities Act solely for investment

with no present intention to distribute them to any person in violation of the Securities 

Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of 

any of the Capital Securities, except in compliance with the registration requirements or 

exemption provisions of the Securities Act and any applicable U.S. state securities laws 

and (c) has such knowledge and experience in financial and business matters and in 

investments of this type that it is capable of evaluating the merits and risks of the 

Exchange and of making an informed investment decision.
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NY12528:381732.5F

Section 5.2 Legend.

(a) The Investor agrees that all certificates or other instruments 

representing the Capital Securities will bear a legend substantially to the following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER 

OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE 

FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER 

GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT 

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 

1933, AS AMENDED (THE “SECURITIES ACT”), OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE 

TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT 

WHILE A REGISTRATION STATEMENT RELATING THERETO IS 

IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM 

REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH 

PURCHASER OF THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE 

RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS 

THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” ( AS 

DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) 

AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE 

TRANSFER THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION 

STATEMENT WHICH IS THEN EFFECTIVE UNDER THE 

SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES 

REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR 

RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL 

BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES 

ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE 

ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM 

NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 

RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) 

PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM 

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 

AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO 

WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT 
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NY12528:381732.5F

ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE 

EFFECT OF THIS LEGEND.”

(b) In the event that any Capital Securities (i) become registered under 

the Securities Act or (ii) are eligible to be transferred without restriction in accordance 

with Rule 144 or another exemption from registration under the Securities Act (other than 

Rule 144A), the Company shall issue new certificates or other instruments representing 

such Capital Securities, which shall not contain the applicable legend in Section 5.2(a) 

above; provided that the Investor surrenders to the Company the previously issued 

certificates or other instruments.

Section 5.3 Certain Transactions. The Company will not merge or 

consolidate with, or sell, transfer or lease all or substantially all of its property or assets 

to, any other party unless the successor, transferee or lessee party (or its ultimate parent 

entity), as the case may be (if not the Company), expressly assumes the due and punctual 

performance and observance of each and every covenant, agreement and condition of this 

Agreement and the Governing Agreements to be performed and observed by the 

Company.

Section 5.4 Transfer of Capital Securities. Subject to compliance with 

applicable securities laws, the Investor shall be permitted to transfer, sell, assign or 

otherwise dispose of (“Transfer”) all or a portion of the Capital Securities at any time, 

and the Company shall take all steps as may be reasonably requested by the Investor to 

facilitate the Transfer of the Capital Securities.

Section 5.5 Registration Rights. The Capital Securities shall be 

Registrable Securities and, upon their issuance, the provisions of Section 4.5 of the 

Securities Purchase Agreement shall be applicable to them, including with the benefit, to 

the extent available, of the tacking of any holding period from the date of issuance of the 

Series C Preferred Stock.

Section 5.6 Restriction on Dividends and Repurchases.

(a) Until such time as the Investor ceases to own any debt or equity 

securities of the Company or an Affiliate of the Company acquired pursuant to this 

Agreement, neither the Company nor any Company Subsidiary shall, without the consent 

of the Investor:

(i) declare or pay any dividend or make any distribution on the 

Common Stock (other than (A) regular quarterly cash dividends of not 

more than the amount of the last quarterly cash dividend per share 

declared or, if lower, publicly announced an intention to declare, on the 

Common Stock prior to October 14, 2008, as adjusted for any stock split, 

stock dividend, reverse stock split, reclassification or similar transaction, 

(B) dividends payable solely in shares of Common Stock and (C) 
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NY12528:381732.5F

dividends or distributions of rights or Junior Stock in connection with a 

stockholders’ rights plan); or

(ii) redeem, purchase or acquire any shares of Common Stock 

or other capital stock or other equity securities of any kind of the 

Company, or any trust preferred securities issued by the Company or any 

Affiliate of the Company, other than (A) redemptions, purchases or other 

acquisitions of the Capital Securities(which purchases shall be made on a 

pro rata basis, as provided in Section 5.6(b)), (B) redemptions, purchases 

or other acquisitions of shares of Common Stock or other Junior Stock, in 

each case in this clause (B) in connection with the administration of any 

employee benefit plan in the ordinary course of business (including 

purchases to offset the Share Dilution Amount pursuant to a publicly 

announced repurchase plan) and consistent with past practice; provided 

that any purchases to offset the Share Dilution Amount shall in no event 

exceed the Share Dilution Amount, (C) purchases or other acquisitions by 

a broker-dealer subsidiary of the Company solely for the purpose of

market-making, stabilization or customer facilitation transactions in trust 

preferred securities of the Company or an Affiliate of the Company, Junior 

Stock or Parity Stock in the ordinary course of its business, (D) purchases 

by a broker-dealer subsidiary of the Company of trust preferred securities 

or capital stock of the Company or an Affiliate of the Company for resale 

pursuant to an offering by the Company of such trust preferred securities 

or capital stock underwritten by such broker-dealer subsidiary, (E) any

redemption or repurchase of rights pursuant to any stockholders’ rights 

plan, (F) the acquisition by the Company or any of the Company 

Subsidiaries of record ownership in Junior Stock, Parity Stock or trust 

preferred securities of the Company or an Affiliate of the Company for the 

beneficial ownership of any other persons (other than the Company or any 

other Company Subsidiary), including as trustees or custodians, and (G) 

the exchange or conversion of Junior Stock for or into other Junior Stock 

or of Parity Stock or trust preferred securities of the Company or an 

Affiliate of the Company for or into other Parity Stock (with the same or 

lesser aggregate liquidation amount) or Junior Stock, in each case set forth 

in this clause (G), solely to the extent required pursuant to binding 

contractual agreements entered into prior to the date hereof or any 

subsequent agreement for the accelerated exercise, settlement or exchange 

thereof for Common Stock (clauses (C) and (F), collectively, the 

“Permitted Repurchases”). “Share Dilution Amount” means the increase 

in the number of diluted shares outstanding (determined in accordance 

with GAAP, and as measured from the date of the Company’s most 

recently filed consolidated financial statements prior to the Closing Date) 

resulting from the grant, vesting or exercise of equity-based compensation 

to employees and equitably adjusted for any stock split, stock dividend, 

reverse stock split, reclassification or similar transaction.
- 16 -

NY12528:381732.5F

(b) Until such time as the Investor ceases to own any Capital 

Securities, the Company shall not repurchase any Capital Securities from any holder 

thereof, whether by means of open market purchase, negotiated transaction, or otherwise, 

other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the 

Capital Securities then held by the Investor on the same terms and conditions.

(c) “Junior Stock” means Common Stock and any other class or series 

of stock of the Company the terms of which expressly provide that it ranks junior to the 

Capital Securities as to dividend rights and/or as to rights on liquidation, dissolution or 

winding up of the Company. “Parity Stock” means any class or series of stock of the 

Company the terms of which do not expressly provide that such class or series will rank 

senior or junior to the Capital Securities as to dividend rights and/or as to rights on 

liquidation, dissolution or winding up of the Company (in each case without regard to 

whether dividends accrue cumulatively or non-cumulatively).

(d) The parties agree that, effective as of the date hereof, Section 4.8 

of the Securities Purchase Agreement shall be amended in its entirety by replacing such 

Section 4.8 with the provisions set forth in this Section 5.6 and any terms included in this 

Section 5.6 that are not otherwise defined in the Securities Purchase Agreement shall 

have the meanings ascribed to such terms in this Agreement.

Section 5.7 Repurchase of Investor Securities. From and after the date 

of this Agreement, the agreements set forth in Section 4.9 of the Securities Purchase 

Agreement shall be applicable only following the redemption in whole of the Capital 

Securities held by the Investor or the Transfer by the Investor of all of the Capital 

Securities held by the Investor to one or more third parties not affiliated with the Investor.

Section 5.8 Qualified Equity Offering. The Company and the Investor 

agree, for the avoidance of doubt, that none of the transactions contemplated by this 

Agreement (including, without limitation, the issuance of the Debentures) shall be 

deemed a Qualified Equity Offering under the Securities Purchase Agreement or the 

Warrant.

Section 5.9 Bank Holding Company Status. The Company shall 

maintain its status as a Bank Holding Company for as long as the Investor owns any debt 

or equity securities of the Company or an Affiliate of the Company acquired pursuant to 

this Agreement.

Section 5.10 Compliance with Employ American Workers Act. Until 

the Company is no longer deemed a recipient of funding under Title I of EESA or Section 

13 of the Federal Reserve Act for purposes of the EAWA, as the same may be 

determined pursuant to any regulations or other legally binding guidance promulgated 

under EAWA, the Company shall comply, and the Company shall take all necessary 

action to ensure that its subsidiaries comply, in all respects with the provisions of the 

EAWA and any regulations or other legally binding guidance promulgated under the 

EAWA. “EAWA” means the Employ American Workers Act (Section 1611 of Division 
- 17 -

NY12528:381732.5F

A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 

111-5, effective as of February 17, 2009, as may be amended and in effect from time to 

time.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Termination. This Agreement may be terminated at any 

time prior to the Closing:

(a) by either the Investor or the Company if the Closing shall not have 

occurred by the 30th calendar day following the date hereof; provided, however, that in 

the event the Closing has not occurred by such 30th calendar day, the parties will consult 

in good faith to determine whether to extend the term of this Agreement, it being 

understood that the parties shall be required to consult only until the fifth day after such 

30th calendar day and not be under any obligation to extend the term of this Agreement 

thereafter; provided further that the right to terminate this Agreement under this Section 

6.1(a) shall not be available to any party whose breach of any representation or warranty 

or failure to perform any obligation under this Agreement shall have caused or resulted in 

the failure of the Closing to occur on or prior to such date;

(b) by either the Investor or the Company in the event that any 

Governmental Entity shall have issued an order, decree or ruling or taken any other 

action restraining, enjoining or otherwise prohibiting the transactions contemplated by 

this Agreement and such order, decree, ruling or other action shall have become final and 

nonappealable; or

(c) by the mutual written consent of the Investor and the Company.

In the event of termination of this Agreement as provided in this Section 6.1, this 

Agreement shall forthwith become void and there shall be no liability on the part of either 

party hereto except that nothing herein shall relieve either party from liability for any

breach of this Agreement.

Section 6.2 Survival of Representations and Warranties. The 

representations and warranties of the Company and the Trust made herein or in any 

certificates delivered in connection with the Closing shall survive the Closing without 

limitation.

Section 6.3 Amendment. No amendment of any provision of this 

Agreement will be effective unless made in writing and signed by an officer or a duly 

authorized representative of each of the Company and the Investor; provided that the 

Investor may unilaterally amend any provision of this Agreement to the extent required to 

comply with any changes after the date hereof in applicable federal statutes. No failure 

or delay by any party in exercising any right, power or privilege hereunder shall operate 

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or 
- 18 -

NY12528:381732.5F

further exercise of any other right, power or privilege. The rights and remedies herein 

provided shall be cumulative of any rights or remedies provided by law.

Section 6.4 Waiver of Conditions. The conditions to each party’s 

obligation to consummate the Exchange are for the sole benefit of such party and may be 

waived by such party in whole or in part to the extent permitted by applicable law. No 

waiver will be effective unless it is in a writing signed by a duly authorized officer of the 

waiving party that makes express reference to the provision or provisions subject to such 

waiver.

Section 6.5 Governing Law; Submission to Jurisdiction, Etc. This 

Agreement will be governed by and construed in accordance with the federal law of the 

United States if and to the extent such law is applicable, and otherwise in accordance 

with the laws of the State of New York applicable to contracts made and to be performed 

entirely within such State. Each of the parties hereto agrees (a) to submit to the exclusive 

jurisdiction and venue of the United States District Court for the District of Columbia and 

the United States Court of Federal Claims for any and all civil actions, suits or 

proceedings arising out of or relating to this Agreement or the Governing Agreements 

(except with respect to the Trust Agreement in which case each of the parties hereto 

agrees to submit to the non-exclusive jurisdiction of such courts) or the Exchange 

contemplated hereby and (b) that notice may be served upon (i) the Company at the 

address and in the manner set forth for notices to the Company in Section 6.6 and (ii) the 

Investor in accordance with federal law. To the extent permitted by applicable law, each 

of the parties hereto hereby unconditionally waives trial by jury in any civil legal action 

or proceeding relating to this Agreement or the Governing Agreements or the Exchange 

contemplated hereby.

Section 6.6 Notices. Any notice, request, instruction or other document 

to be given hereunder by any party to the other will be in writing and will be deemed to 

have been duly given (a) on the date of delivery if delivered personally, or by facsimile, 

upon confirmation of receipt, or (b) on the second business day following the date of 

dispatch if delivered by a recognized next day courier service. All notices hereunder shall 

be delivered as set forth below or pursuant to such other instructions as may be 

designated in writing by the party to receive such notice.

If to the Company or the Trust:

Popular, Inc.

209 Muñoz Rivera Avenue

Popular Center Building, Third Floor

San Juan, Puerto Rico 00918

Attention: Richard L. Carrion

Facsimile: (787) 756-0277

email: rcarrion@bppr.com

Telephone: (787) 763-6405

Attention: Jorge A. Junquera
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NY12528:381732.5F

Facsimile: (787) 759-8900

email: jjunquera@bppr.com

Telephone: (787) 754-1685

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Donald J. Toumey, Esq.

Facsimile: (212) 558-3588

email: toumey@sullcrom.com

Telephone: (212) 558-4077

Attention: Robert W. Downes, Esq.

Facsimile: (212) 558-3018

email: downesr@sullcrom.com

Telephone: (212) 558-4312

If to the Investor:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, DC 20220

Attention: Chief Counsel Office of Financial Stability

Facsimile: (202) 927-9225

email: OFSChiefCounselNotices@do.treas.gov

Section 6.7 Definitions.

(a) When a reference is made in this Agreement to a subsidiary of a 

person, the term “subsidiary” means any corporation, partnership, joint venture, limited 

liability company or other entity (x) of which such person or a subsidiary of such person 

is a general partner or (y) of which a majority of the voting securities or other voting 

interests, or a majority of the securities or other interests of which having by their terms 

ordinary voting power to elect a majority of the board of directors or persons performing 

similar functions with respect to such entity, is directly or indirectly owned by such 

person and/or one or more subsidiaries thereof.

(b) The term “Affiliate” means, with respect to any person, any person 

directly or indirectly controlling, controlled by or under common control with, such other 

person. For purposes of this definition, “control” (including, with correlative meanings, 

the terms “controlled by” and “under common control with”) when used with respect to 

any person, means the possession, directly or indirectly, of the power to cause the 

direction of management and/or policies of such person, whether through the ownership 

of voting securities by contract or otherwise.
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NY12528:381732.5F

(c) The term “Company Material Adverse Effect” means a material 

adverse effect on (i) the business, results of operation or financial condition of the 

Company and its consolidated subsidiaries taken as a whole; provided, however, that 

Company Material Adverse Effect shall not be deemed to include the effects of (A) 

changes after the date hereof in general business, economic or market conditions 

(including changes generally in prevailing interest rates, credit availability and liquidity, 

currency exchange rates and price levels or trading volumes in the United States or 

foreign securities or credit markets), or any outbreak or escalation of hostilities, declared 

or undeclared acts of war or terrorism, in each case generally affecting the industries in 

which the Company and its subsidiaries operate, (B) changes or proposed changes after 

the date hereof in GAAP or regulatory accounting requirements, or authoritative 

interpretations thereof, (C) changes or proposed changes after date hereof in securities, 

banking and other laws of general applicability or related policies or interpretations of 

Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than 

changes or occurrences to the extent that such changes or occurrences have or would 

reasonably be expected to have a materially disproportionate adverse effect on the 

Company and its consolidated subsidiaries taken as a whole relative to comparable U.S. 

banking or financial services organizations), or (D) changes in the market price or trading 

volume of the Common Stock or any other equity, equity-related or debt securities of the 

Company or its consolidated subsidiaries (it being understood and agreed that the 

exception set forth in this clause (D) does not apply to the underlying reason giving rise 

to or contributing to any such change); or (ii) the ability of the Company to consummate 

the Exchange and the other transactions contemplated by this Agreement and perform its 

obligations hereunder on a timely basis.

(d) The term “Previously Disclosed” means information set forth or 

incorporated in the Company’s Annual Report on Form 10-K for the most recently 

completed fiscal year of the Company filed with SEC prior to the date hereof or in its 

other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 

15(d) of the Exchange Act on or after the last day of the most recently completed fiscal 

year of the Company and prior to the date hereof.

(e) To the extent any securities issued pursuant to this Agreement or 

the transactions contemplated hereby are registered in the name of a designee of the 

Investor pursuant to Sections 1.2 or 6.8(c) or transferred to an Affiliate of the Investor, all 

references herein to the Investor holding or owning any debt or equity securities of the 

Company, Capital Securities or Registrable Securities (and any like variations thereof) 

shall be deemed to refer to the Investor, together with such designees and/or Affiliates, 

holding or owning any debt or equity securities, Capital Securities or Registrable 

Securities (and any like variations thereof), as applicable.

Section 6.8 Assignment. Neither this Agreement nor any right, 

remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable 

by any party hereto without the prior written consent of each other party, and any attempt 

to assign any right, remedy, obligation or liability hereunder without such consent shall 

be void, except (a) an assignment, in the case of a Business Combination where such 
- 21 -

NY12528:381732.5F

party is not the surviving entity, or a sale of substantially all of its assets, to the entity 

which is the survivor of such Business Combination or the purchaser in such sale, (b) as 

provided in Sections 5.4 and 5.5 and (c) an assignment by the Investor of this Agreement 

to an Affiliate of the Investor; provided that if the Investor assigns this Agreement to an 

Affiliate, the Investor shall be relieved of its obligations under this Agreement and all 

rights and obligations of the Investor hereunder shall be exercised by, and shall be the 

responsibility of, such Affiliate.

Section 6.9 Severability. If any provision of this Agreement, or the 

application thereof to any person or circumstance, is determined by a court of competent 

jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the 

application of such provision to persons or circumstances other than those as to which it 

has been held invalid or unenforceable, will remain in full force and effect and shall in no 

way be affected, impaired or invalidated thereby, so long as the economic or legal 

substance of the transactions contemplated hereby is not affected in any manner 

materially adverse to any party. Upon such determination, the parties shall negotiate in 

good faith in an effort to agree upon a suitable and equitable substitute provision to effect 

the original intent of the parties.

Section 6.10 No Third-Party Beneficiaries. Nothing contained in this 

Agreement, expressed or implied, is intended to confer upon any person or entity other 

than the Company, the Trust and the Investor any benefit, right or remedies, except that 

the provisions of Section 5.5 shall inure to the benefit of the persons referred to in that 

Section.

Section 6.11 Entire Agreement, Etc. This Agreement (including the 

Annexes and Schedules hereto) constitute the entire agreement, and supersede all other 

prior agreements, understandings, representations and warranties, both written and oral, 

between the parties, with respect to the subject matter hereof.

Section 6.12 Counterparts and Facsimile. For the convenience of the 

parties hereto, this Agreement may be executed in any number of separate counterparts, 

each such counterpart being deemed to be an original instrument, and all such 

counterparts will together constitute the same agreement. Executed signature pages to this 

Agreement may be delivered by facsimile and such facsimiles will be deemed as 

sufficient as if actual signature pages had been delivered.

Section 6.13 Specific Performance. The parties agree that irreparable 

damage would occur in the event that any of the provisions of this Agreement were not 

performed in accordance with their specific terms. It is accordingly agreed that the 

parties shall be entitled (without the necessity of posting a bond) to specific performance 

of the terms hereof, this being in addition to any other remedies to which they are entitled

at law or equity.


A-1

NY12528:381732.5F

ANNEX A

Trust Agreement
NY12529:433998.11

AMENDED AND RESTATED DECLARATION OF TRUST

AND TRUST AGREEMENT

among

POPULAR INC.,

as Depositor

THE BANK OF NEW YORK MELLON,

as Property Trustee

BNY MELLON TRUST OF DELAWARE,

as Delaware Trustee

and

THE SEVERAL HOLDERS OF THE TRUST SECURITIES

Dated as of August 24, 2009

POPULAR CAPITAL TRUST III
NY12529:433998.11

Popular Capital Trust III

Certain Sections of this Trust Agreement relating to Sections 3.10 through 3.18 of the Trust 

Indenture Act of 1939:

Trust Indenture Trust Agreement

(Section) 310 (a)(1).......................................................................................... 8.7

(a)(2)........................................................................................... 8.7

(a)(3)........................................................................................... 8.7

(a)(4)........................................................................................... 2.7(a)(ii)

(b)............................................................................................... 8.8

(Section) 311 (a) ............................................................................................... 8.13

(b)............................................................................................... 8.13

(Section) 312 (a) ............................................................................................... 5.7

(b)............................................................................................... 5.7

(Section) 313 (a) ............................................................................................... 5.7

(b)............................................................................................... 8.15(a)

(a)(4)........................................................................................... 8.15(b)

(b)............................................................................................... 8.15(b)

(c) ............................................................................................... 10.8

(d)............................................................................................... 8.15(c)

(Section) 314 (a) ............................................................................................... 8.16

(b)............................................................................................... Not Applicable

(c)(1)........................................................................................... 8.17

(c)(2)........................................................................................... 8.17

(c)(3)........................................................................................... Not Applicable

(d)............................................................................................... Not Applicable

(e) ............................................................................................... 1.1, 8.17

(Section) 315 (a) ............................................................................................... 8.1(a), 8.3(a)

(b)............................................................................................... 8.2, 10.8

(c) ............................................................................................... 8.1(a)

(d)............................................................................................... 8.1, 8.3

(e) ............................................................................................... Not Applicable

(Section) 316 (a) ............................................................................................... Not Applicable

(a)(1)(A) ..................................................................................... Not Applicable

(a)(1)(B)...................................................................................... Not Applicable

(a)(2)........................................................................................... Not Applicable

(b)............................................................................................... 5.14

(c) ............................................................................................... 6.7

(Section) 317 (a)(2)........................................................................................... Not Applicable

(a)(2)........................................................................................... Not Applicable

(b)............................................................................................... 5.9

(Section) 318 (a) .............................................................................................. 10.10

__________

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Trust 

Agreement.
-iNY12529:433998.11

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. .................................................................................................................... 1

ARTICLE II

CONTINUATION OF THE ISSUER TRUST

Section 2.1 Name. ............................................................................................................................ 9

Section 2.2 Office of the Delaware Trustee; Principal Place of Business. .......................................... 9

Section 2.3 Initial Contribution of Trust Property; Organizational Expenses. .................................... 9

Section 2.4 Issuance of the Capital Securities.................................................................................... 9

Section 2.5 Issuance of the Common Securities; Subscription and Purchase of 

Debentures............................................................................................................... 9

Section 2.6 Declaration of Trust. .................................................................................................... 10

Section 2.7 Authorization to Enter into Certain Transactions........................................................... 10

Section 2.8 Assets of Trust. ............................................................................................................ 14

Section 2.9 Title to Trust Property. ................................................................................................. 14

ARTICLE III

PAYMENT ACCOUNT

Section 3.1 Payment Account. ........................................................................................................ 14

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

Section 4.1 Distributions. ............................................................................................................... 14

Section 4.2 Redemption.................................................................................................................. 15

Section 4.3 Ranking of Trust Securities. ......................................................................................... 17

Section 4.4 Payment Procedures. .................................................................................................... 17

Section 4.5 Tax Returns and Reports. ............................................................................................. 17

Section 4.6 Payment of Expenses of the Issuer Trust....................................................................... 18

Section 4.7 Payment of Taxes, Duties, Etc. of the Trust. ................................................................. 18

Section 4.8 Payments under Indenture or Pursuant to Direct Actions............................................... 18

Section 4.9 Exchanges.................................................................................................................... 18

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.1 Initial Ownership.......................................................................................................... 19

Section 5.2 The Trust Securities Certificates................................................................................... 19
-iiNY12529:433998.11

Section 5.3 Execution and Delivery of Trust Securities Certificates. ............................................... 19

Section 5.4 Registration of Transfer and Exchange of Capital Securities Certificates....................... 20

Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates................................. 21

Section 5.6 Persons Deemed Holders.............................................................................................. 22

Section 5.7 Access to List of Holders’ Names and Addresses.......................................................... 22

Section 5.8 Maintenance of Office or Agency................................................................................. 22

Section 5.9 Appointment of Paying Agent. ..................................................................................... 22

Section 5.10 Ownership of Common Securities by Depositor............................................................ 23

Section 5.11 Book-Entry Capital Securities Certificates; Common Securities 

Certificate. ............................................................................................................. 23

Section 5.12 Notices to Clearing Agency.......................................................................................... 23

Section 5.13 Definitive Capital Securities Certificates. ..................................................................... 24

Section 5.14 Rights of Holders; Waivers of Past Defaults. ................................................................ 24

Section 5.15 CUSIP Numbers........................................................................................................... 26

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1 Limitations on Voting Rights........................................................................................ 27

Section 6.2 Notice of Meetings....................................................................................................... 27

Section 6.3 Meetings of Holders of the Capital Securities. .............................................................. 28

Section 6.4 Voting Rights............................................................................................................... 28

Section 6.5 Proxies, etc................................................................................................................... 28

Section 6.6 Holder Action by Written Consent................................................................................ 28

Section 6.7 Record Date for Voting and Other Purposes. ................................................................ 28

Section 6.8 Acts of Holders. ........................................................................................................... 29

Section 6.9 Inspection of Records................................................................................................... 29

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties of the Property Trustee and the 

Delaware Trustee. .................................................................................................. 30

Section 7.2 Representations and Warranties of Depositor................................................................ 31

ARTICLE VIII

THE ISSUER TRUSTEES

Section 8.1 Certain Duties and Responsibilities. ............................................................................. 31

Section 8.2 Certain Notices............................................................................................................. 33

Section 8.3 Certain Rights of Property Trustee................................................................................ 33

Section 8.4 Issuer Trustees Not Responsible for Recitals or Issuance of Securities. ......................... 36

Section 8.5 Issuer Trustees May Hold Securities............................................................................. 36

Section 8.6 Compensation; Indemnity; Fees.................................................................................... 36

Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees. ............................. 37

Section 8.8 Conflicting Interests. .................................................................................................... 37

Section 8.9 Co-Trustees and Separate Trustee................................................................................. 38

Section 8.10 Resignation and Removal; Appointment of Successor. ................................................. 39
-iiiNY12529:433998.11

Section 8.11 Acceptance of Appointment by Successor. ................................................................... 40

Section 8.12 Merger, Conversion, Consolidation or Succession to Business...................................... 40

Section 8.13 Preferential Collection of Claims Against Depositor or Issuer Trust.............................. 41

Section 8.14 Trustee May File Proofs of Claim................................................................................. 41

Section 8.15 Reports by Property Trustee. ........................................................................................ 41

Section 8.16 Reports to the Property Trustee. ................................................................................... 42

Section 8.17 Evidence of Compliance with Conditions Precedent. .................................................... 42

Section 8.18 Number of Issuer Trustees............................................................................................ 42

Section 8.19 Delegation of Power..................................................................................................... 42

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1 Dissolution Events. ...................................................................................................... 43

Section 9.2 Dissolution................................................................................................................... 43

Section 9.3 Liquidation................................................................................................................... 43

Section 9.4 Mergers, Consolidations, Amalgamations or Replacements of Issuer 

Trust. ..................................................................................................................... 45

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Limitation of Rights of Holders. ................................................................................... 45

Section 10.2 Amendment.................................................................................................................. 46

Section 10.3 Separability. ................................................................................................................. 47

Section 10.4 Governing Law. ........................................................................................................... 47

Section 10.5 Payments Due on Non-Business Day............................................................................ 47

Section 10.6 Successors.................................................................................................................... 47

Section 10.7 Headings. ..................................................................................................................... 47

Section 10.8 Reports, Notices and Demands. .................................................................................... 47

Section 10.9 Agreement Not to Petition. ........................................................................................... 48

Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act................................................. 49

Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and 

Indenture................................................................................................................ 49

Section 10.12 Counterparts................................................................................................................. 49

Section 10.13 Waiver of Jury Trial. .................................................................................................... 49

Section 10.14 Force Majeure. ............................................................................................................. 50

Exhibit A – Certificate of Trust

Exhibit B – Form of Common Securities Certificate

Exhibit C – Form of Capital Securities Certificate
NY12529:433998.11

AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of 

August 24, 2009 among (i) POPULAR, INC., a Commonwealth of Puerto Rico corporation (including any 

successors or assigns, the “Depositor”), (ii) THE BANK OF NEW YORK MELLON, a New York banking 

corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) BNY MELLON TRUST OF 

DELAWARE, a Delaware corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), 

(iv) JORGE A. JUNQUERA, an individual, and RICHARD BARRIOS, an individual, each of whose address 

is c/o Popular, Inc., Popular Center Building, 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00926 

(each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, 

the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer 

Trustees”), and (v) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS, the Depositor and certain of the Issuer Trustees have heretofore duly declared and 

established a statutory trust (the “Issuer Trust”) pursuant to the Delaware Statutory Trust Act (as 

hereinafter defined) by entering into that certain Declaration of Trust and Trust Agreement, dated as of 

September 3, 2003 (the “Original Trust Agreement”), and by the execution and filing with the Secretary 

of State of the State of Delaware of the Certificate of Trust, filed on September 3, 2003, attached as 

Exhibit A (the “Certificate of Trust”); and

WHEREAS, the parties hereto desire to amend and restate the Original Trust Agreement in its 

entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities 

by the Issuer Trust to the Depositor, (ii) the issuance of the Capital Securities by the Issuer Trust pursuant 

to the Exchange Agreement, and (iii) the acquisition by the Issuer Trust from the Depositor of all of the 

right, title and interest in the Debentures;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for 

other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 

each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and 

restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions.

For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the 

context otherwise requires:

(i) the terms defined in this Article have the meanings assigned to them in this 

Article, and include the plural as well as the singular;

(ii) all other terms used herein that are defined in the Trust Indenture Act, either 

directly or by reference therein, have the meanings assigned to them therein;

(iii) the words “include,” “includes” and “including” shall be deemed to be followed 

by the phrase “without limitation”;

(iv) all accounting terms used but not defined herein have the meanings assigned to 

them in accordance with United States generally accepted accounting principles;
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NY12529:433998.11

(v) unless the context otherwise requires, any reference to an “Article,” a “Section” 

or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Trust 

Agreement; and

(vi) the words “hereby,” “herein,” “hereof” and “hereunder” and other words of 

similar import refer to this Trust Agreement as a whole and not to any particular Article, Section 

or other subdivision.

“Act” has the meaning specified in Section 6.8.

“Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount 

and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the 

Depositor on a Like Amount of Debentures for such period.

“Additional Sums” has the meaning specified in Section 10.07 of the Indenture.

“Administrative Trustee” means each of the individuals identified as an “Administrative Trustee” 

in the preamble to this Trust Agreement solely in such individual’s capacity as Administrative Trustee of 

the Trust and not in such individual’s individual capacity, or such Administrative Trustee’s successor in 

interest in such capacity, or any successor trustee appointed as herein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For the purposes of 

this definition, “control” when used with respect to any specified Person means the power to direct the 

management and policies of such Person, directly or indirectly, whether through the ownership of voting 

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings 

correlative to the foregoing

“Bankruptcy Event” means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in the premises judging such 

Person bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, 

arrangement, adjudication or composition of or in respect of such Person under any applicable Federal, 

State or Puerto Rico bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, 

liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial 

part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such 

decree or order unstayed and in effect for a period of 60 consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated bankrupt or insolvent, or 

the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of 

a petition or answer or consent seeking reorganization or relief under any applicable Federal or State 

bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such 

petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) 

of such Person or of any substantial part of its property, or the making by it of an assignment for the 

benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they 

become due and its willingness to be adjudicated bankrupt, or the taking of corporate action by such 

Person in furtherance of any such action.

“Bankruptcy Laws” has the meaning specified in Section 10.9.
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NY12529:433998.11

“Board of Directors” means the board of directors of the Depositor or a committee designated by 

the board of directors of the Depositor (or any such committee), comprised of one or more members of 

the board of directors of the Depositor or officers of the Depositor, or both.

“Book-Entry Capital Securities Certificate” means a Capital Securities Certificate evidencing 

ownership of Book-Entry Capital Securities.

“Book-Entry Capital Security” means a Capital Security, the ownership and transfers of which 

shall be made through book entries by a Clearing Agency as described in Section 5.11.

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking 

institutions in New York, New York, San Juan, Puerto Rico, or Wilmington, Delaware are authorized or 

required by law, regulation or executive order to remain closed or are customarily closed.

“Capital Securities Certificate” means a certificate evidencing ownership of Capital Securities, 

substantially in the form attached as Exhibit C.

“Capital Security” means an undivided beneficial interest in the assets of the Issuer Trust, having 

a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, 

including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Certificate Depository Agreement” means the agreement among the Issuer Trust, the Paying 

Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

“Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time to 

time.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 

17A of the Exchange Act. DTC will be the initial Clearing Agency.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other 

Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of 

securities deposited with the Clearing Agency.

“Closing Date” has the meaning specified in the Exchange Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, 

created under the Exchange Act or, if at any time after the execution of this instrument such Commission 

is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body 

performing such duties at such time.

“Common Securities Certificate” means a certificate evidencing ownership of Common 

Securities, substantially in the form attached as Exhibit B.

“Common Security” means an undivided beneficial interest in the assets of the Issuer Trust, 

having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, 

including the right to receive Distributions and a Liquidation Distribution as provided herein.
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NY12529:433998.11

“Corporate Trust Office” means (i) when used with respect to the Property Trustee, the principal 

office of the Property Trustee located in New York, New York, and (ii) when used with respect to the 

Debenture Trustee, the principal office of the Debenture Trustee located in New York, New York.

“Debenture Event of Default” means any “Event of Default” specified in Section 5.01 of the 

Indenture.

“Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the 

Indenture, the date fixed for redemption of such Debentures under the Indenture.

“Debenture Trustee” means The Bank of New York Mellon, a New York banking corporation, 

solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor 

in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“Debentures” means the Depositor’s Fixed Rate Perpetual Junior Subordinated Debentures, 

Series A, issued pursuant to the Indenture.

“Definitive Capital Securities Certificates” means either or both (as the context requires) of 

(i) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as provided in 

Section 5.11, and (ii) Capital Securities Certificates issued in certificated, fully registered form as 

provided in Section 5.13.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. 

Section 3801 et seq., as it may be amended from time to time.

“Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to 

this Trust Agreement, solely in its capacity as Delaware Trustee of the trust heretofore formed and 

continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any 

successor Delaware trustee appointed as herein provided.

“Depositor” has the meaning specified in the preamble to this Trust Agreement.

“Depositor Affiliated Owner” has the meaning specified in Section 4.9.

“Depositor Bankruptcy Event” means (i) the entry of a decree or order for relief in respect of the 

Depositor by a court having jurisdiction in the premises in an involuntary case under the Federal 

bankruptcy laws, as now or hereafter constituted, and the continuance of any such decree or order 

unstayed and in effect for a period of 60 consecutive days or (ii) the commencement by the Depositor of a 

voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or the consent by the 

Depositor to the entry of a decree or order for relief in an involuntary case under any such law.

“Dissolution Event” has the meaning specified in Section 9.1.

“Distribution Date” has the meaning specified in Section 4.1(a)(i).

“Distribution Period” means the period of time beginning on any Distribution Date and ending on 

the day immediately preceding the next succeeding Distribution Date.

“Distributions” means amounts payable in respect of the Trust Securities as provided in 

Section 4.1.
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NY12529:433998.11

“DTC” means The Depository Trust Company.

“Event of Default” means any one of the following events (whatever the reason for such event 

and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any 

judgment, decree or order of any court or any order, rule or regulation of any administrative or 

governmental body):

(a) the occurrence of a Debenture Event of Default; or

(b) default by the Issuer Trust in the payment of any Distribution when it becomes due and 

payable, and continuation of such default for a period of 30 days; or

(c) default by the Issuer Trust in the payment of any Redemption Price of any Trust Security 

when it becomes due and payable; or

(d) default in the performance, or breach, in any material respect, of any covenant or 

warranty of the Issuer Trustees in this Trust Agreement (other than those specified in clause (b) or (c) 

above) and continuation of such default or breach for a period of 90 days after there has been given, by 

registered or certified mail, to the Issuer Trustees and to the Depositor by the Holders of at least 25% in 

aggregate Liquidation Amount of the Outstanding Capital Securities a written notice specifying such 

default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” 

hereunder; or

(e) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a successor 

Property Trustee has not been appointed within 90 days thereof.

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto, in 

each case as amended from time to time.

“Exchange Agreement” means the Exchange Agreement, dated as of August 21, 2009, among the 

Trust, the Depositor and the United States Department of the Treasury.

“Federal Reserve” means the Federal Reserve or its district reserve banks, as from time to time 

constituted, or if at any time after the execution of this Trust Agreement the Federal Reserve is not 

existing and performing the duties now assigned to it, then the body performing such duties at such time.

“Guarantee” means the Guarantee Agreement executed and delivered by the Depositor and The 

Bank of New York Mellon, as trustee, contemporaneously with the execution and delivery of this Trust 

Agreement, for the benefit of the holders of the Capital Securities, as amended from time to time.

“Holder” means a Person in whose name a Trust Security or Trust Securities are registered in the 

Securities Register; any such Person shall be a beneficial owner within the meaning of the Delaware 

Statutory Trust Act.

“Indenture” means the Junior Subordinated Indenture, dated as of August 24, 2009, between the 

Depositor and the Debenture Trustee, as trustee, as supplemented by the First Supplemental Indenture, 

dated as of August 24, 2009, between the Depositor and the Debenture Trustee, as amended or 

supplemented from time to time.

“Investment Company Act” means the Investment Company Act of 1940, or any successor statute 

thereto, in each case as amended from time to time.
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NY12529:433998.11

“Issuer Trust” means the Delaware statutory trust known as “Popular Capital Trust III” which 

was created on September 3, 2003 under the Delaware Statutory Trust Act pursuant to the Original Trust 

Agreement and the filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.

“Issuer Trustees” means, collectively, the Property Trustee, the Delaware Trustee, and the 

Administrative Trustees.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership 

interest, hypothecation, assignment, security interest or preference, priority or other security agreement or 

preferential arrangement of any kind or nature whatsoever.

“Like Amount” means (a) with respect to a redemption of any Trust Securities, Trust Securities 

having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously 

redeemed in accordance with the Indenture, the proceeds of which will be used to pay the Redemption 

Price of such Trust Securities, (b) with respect to a distribution of Debentures to Holders of Trust 

Securities in connection with a dissolution or liquidation of the Issuer Trust or an exchange of Debentures 

for Capital Securities pursuant to Section 4.9, Debentures having a principal amount equal to the 

Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed, and 

(c) with respect to any distribution of Additional Amounts to Holders of Trust Securities, Debentures 

having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which 

such distribution is made.

“Liquidation Amount” means the stated amount of $1,000 per Trust Security.

“Liquidation Date” means the date of the liquidation of the Issuer Trust following the dissolution 

of the Issuer Trust pursuant to Section 9.3.

“Liquidation Distribution” has the meaning specified in Section 9.3(d).

“Majority in Liquidation Amount of the Capital Securities” or “Majority in Liquidation Amount of 

the Common Securities” means, except as provided by the Trust Indenture Act, Capital Securities or 

Common Securities, as the case may be, representing more than 50% of the aggregate Liquidation 

Amount of all then Outstanding Capital Securities or Common Securities, as the case may be.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman of 

the Board of Directors of such Person, a Vice Chairman of the Board of Directors of such Person, the 

President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant 

Secretary, of such Person. Any Officers’ Certificate delivered with respect to compliance with a 

condition or covenant provided for in this Trust Agreement shall include:

(a) a statement by each officer signing the Officers’ Certificate that such officer has read the 

covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken 

by such officer in rendering the Officers’ Certificate;

(c) a statement that such officer has made such examination or investigation as, in such 

officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not 

such covenant or condition has been complied with; and
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NY12529:433998.11

(d) a statement as to whether, in the opinion of such officer, such condition or covenant has 

been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an 

employee of the Depositor or any Affiliate of the Depositor. 

“Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

“Outstanding,” when used with respect to Trust Securities, means, as of the date of determination, 

all Trust Securities theretofore executed and delivered under this Trust Agreement, except:

(a) Trust Securities theretofore canceled by the Property Trustee or delivered to the Property 

Trustee for cancellation;

(b) Trust Securities for whose payment or redemption money in the necessary amount has 

been theretofore deposited with the Property Trustee or any Paying Agent; provided that, if such Trust 

Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust 

Agreement; and

(c) Trust Securities that have been paid or in exchange for or in lieu of which other Capital 

Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; 

provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the 

Outstanding Capital Securities have given any request, demand, authorization, direction, notice, consent 

or waiver hereunder, Capital Securities owned by the Depositor, any Issuer Trustee, or any Affiliate of the 

Depositor or any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in 

determining whether any Issuer Trustee shall be protected in relying upon any such request, demand, 

authorization, direction, notice, consent or waiver, only Capital Securities that such Issuer Trustee knows 

to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the 

outstanding Capital Securities are owned by the Depositor, one or more of the Issuer Trustees, and/or any 

such Affiliate. Capital Securities so owned that have been pledged in good faith may be regarded as 

Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s 

right so to act with respect to such Capital Securities and that the pledgee is not the Depositor or any 

Affiliate of the Depositor.

“Owner” means each Person who is the beneficial owner of Book-Entry Capital Securities as 

reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then 

as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or 

indirectly, in accordance with the rules of such Clearing Agency).

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 

and shall initially be Banco Popular de Puerto Rico.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained 

by the Property Trustee with Banco Popular de Puerto Rico in its trust department for the benefit of the 

Holders in which all amounts paid in respect of the Debentures will be held and from which the Property 

Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 

and 4.2.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint 

venture, association, joint stock company, company, limited liability company, trust, unincorporated 
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association, or government or any agency or political subdivision thereof, or any other entity of whatever 

nature.

“Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this 

Trust Agreement, solely in its capacity as Property Trustee of the Trust and not in its individual capacity, 

or its successor in interest in such capacity, or any successor property trustee appointed as herein 

provided.

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for 

such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption Date 

shall be a Redemption Date for a Like Amount of Trust Securities.

“Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such 

Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, plus the related 

amount of the premium, if any, calculated and paid by the Depositor upon the concurrent redemption of a 

Like Amount of Debentures.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Responsible Officer” means, with respect to any Issuer Trustee, the President, any Senior Vice 

President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the 

Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer of such Issuer Trustee.

“Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each case 

as amended from time to time.

“Securities Register” and “Securities Registrar” have the respective meanings specified in 

Section 5.4.

“Series C Preferred Stock” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series C, 

$1,000 liquidation preference per share, of the Depositor.

“Transfer” has the meaning specified in Section 5.4.

“Trust Agreement” means this Amended and Restated Declaration of Trust and Trust Agreement, 

as the same may be modified, amended or supplemented in accordance with the applicable provisions 

hereof, including (i) all exhibits, and (ii) for all purposes of this Trust Agreement and any such 

modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a 

part of and govern this Trust Agreement and any such modification, amendment or supplement, 

respectively.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which 

this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is 

amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the 

Trust Indenture Act of 1939 as so amended.

“Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment 

Account, and (c) all proceeds and rights in respect of the foregoing and any other property and assets for 

the time being held or deemed to be held by the Property Trustee pursuant to this Trust Agreement.

“Trust Security” means any one of the Common Securities or the Capital Securities.
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“Trust Securities Certificate” means any one of the Common Securities Certificates or the Capital 

Securities Certificates.

“Vice President,” when used with respect to the Depositor, means any duly appointed vice 

president, whether or not designated by a number or a word or words added before or after the title “vice 

president.”

ARTICLE II

CONTINUATION OF THE ISSUER TRUST

Section 2.1 Name.

The trust continued hereby shall be known as “Popular Capital Trust III,” as such name may be 

modified from time to time by the Administrative Trustees following written notice to the Holders and the 

other Issuer Trustees, in which name the Administrative Trustees and the other Issuer Trustees may 

conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of 

the Issuer Trust and sue and be sued on behalf of the Trust.

Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

The address of the Delaware Trustee in the State of Delaware is [White Clay Center, Route 273, 

Newark, Delaware 19711, Attention: •], or such other address in the State of Delaware as the Delaware 

Trustee may designate by written notice to the Depositor, the Property Trustee and the Administrative 

Trustees. The principal executive office of the Issuer Trust is c/o Popular, Inc., Popular Center Building, 

209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918, Attention: Popular Capital Trust III.

Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.

The Issuer Trustees acknowledge receipt from the Depositor in connection with the Original 

Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay 

organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, 

promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The 

Depositor shall make no claim upon the Trust Property for the payment of such expenses.

Section 2.4 Issuance of the Capital Securities.

On August 21, 2009, the Depositor, both on its own behalf and on behalf of the Issuer Trust 

pursuant to the Original Trust Agreement, executed and delivered the Exchange Agreement (such action 

being hereby approved and ratified in all respects). Contemporaneously with the execution and delivery 

of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance 

with Section 5.3 and deliver to the Investor named in the Exchange Agreement a Capital Securities 

Certificate, registered in the name of the Investor or its nominee, in an aggregate amount of 935,000 

Capital Securities having an aggregate Liquidation Amount of $935,000,000, against delivery of 935,000 

shares of Series C Preferred Stock, having an aggregate liquidation preference of $935,000,000, which 

such Administrative Trustee shall promptly deliver to the Property Trustee.

Section 2.5 Issuance of the Common Securities; Subscription and Purchase of Debentures.

Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative 

Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to the 
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Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate 

amount Common Securities having an aggregate Liquidation Amount of $1,000,000 against payment by 

the Depositor of the purchase price therefor in immediately available funds, which amount such 

Administrative Trustee shall promptly deliver to the Property Trustee. Contemporaneously therewith, an 

Administrative Trustee, on behalf the Issuer Trust, shall subscribe to and purchase from the Depositor 

Debentures registered in the name of the Issuer Trust and having an aggregate principal amount equal to 

$936,000,000.00 and shall deliver to the Depositor the purchase price therefor (being (i) the Series C 

Preferred Stock delivered to the Property Trustee pursuant to the second sentence of Section 2.4 and 

(ii) the amount delivered to the Property Trustee pursuant to the first sentence of this Section 2.5).

Section 2.6 Declaration of Trust.

The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell the Common 

Securities and to issue the Capital Securities in exchange for the Series C Preferred Stock, (b) to use the 

proceeds from such sale and exchange to acquire the Debentures, and (c) to engage in those activities 

necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees 

of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer 

Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust 

Property upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the

Holders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in 

accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The 

Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of 

the duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties 

and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one 

of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 

3807(a) of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a 

Delaware trustee under the Delaware Statutory Trust Act.

Section 2.7 Authorization to Enter into Certain Transactions.

(a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the 

terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section, and in 

accordance with the following provisions (i) and (ii), the Issuer Trustees shall have the authority to enter 

into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the 

authority, express or implied, otherwise granted to the Issuer Trustees under this Trust Agreement, and to 

perform all acts in furtherance thereof, including the following:

(i) As among the Issuer Trustees, the Administrative Trustees, and each of them, 

shall have the power and authority to act on behalf of the Issuer Trust with respect to the 

following matters:

(A) the issuance and sale of the Trust Securities;

(A) to cause the Issuer Trust to perform on behalf of the Issuer Trust the 

Exchange Agreement and to cause the Issuer Trust to enter into, and to 

execute, deliver and perform on behalf of the Issuer Trust the Certificate 

Depository Agreement, if applicable, and such other agreements as may 

be necessary or desirable in connection with the purposes and function of 

the Issuer Trust;
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(B) to the extent required under the Exchange Agreement, assisting in the 

registration of the Capital Securities under the Securities Act and under 

state securities or blue sky laws, and the qualification of this Trust 

Agreement under the Trust Indenture Act;

(C) to the extent required under the Exchange Agreement, assisting in the 

listing of the Capital Securities upon such securities exchange or 

exchanges as shall be determined by the Depositor, with the registration 

of the Capital Securities under the Exchange Act, if required, and with 

the preparation and filing of all periodic and other reports and other 

documents pursuant to the foregoing;

(D) assisting in the sending of notices (other than notices of default) and 

other information regarding the Trust Securities and the Debentures to 

the Holders in accordance with this Trust Agreement;

(E) the appointment of a Paying Agent and Securities Registrar in 

accordance with this Trust Agreement;

(F) to the extent provided in this Trust Agreement, the winding up of the 

affairs of and liquidation of the Issuer Trust and the execution and filing 

of the certificate of cancellation with the Secretary of State of the State 

of Delaware;

(G) execution of the Trust Securities on behalf of the Trust in accordance 

with this Trust Agreement;

(H) execution and delivery of closing certificates, if any, pursuant to the 

Exchange Agreement and application for a taxpayer identification 

number for the Issuer Trust;

(I) unless otherwise determined by the Depositor, the Property Trustee, or 

the Administrative Trustees or as otherwise required by the Delaware 

Statutory Trust Act or the Trust Indenture Act, to execute on behalf of 

the Issuer Trust (either acting alone or together with any or all of the 

Administrative Trustees) any documents that the Administrative Trustees 

have the power to execute pursuant to this Trust Agreement; and

(J) the taking of any action incidental to the foregoing as the Issuer Trustees 

may from time to time determine is necessary or advisable to give effect 

to the terms of this Trust Agreement.

(ii) As among the Issuer Trustees, the Property Trustee shall have the power, duty 

and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Debentures;
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(C) the collection of interest, principal and any other payments made in 

respect of the Debentures and the holding of such amounts in the 

Payment Account;

(D) the distribution through the Paying Agent of amounts distributable to the 

Holders in respect of the Trust Securities;

(E) the exercise of all of the rights, powers and privileges of a holder of the 

Debentures;

(F) the sending of notices of default and other information regarding the 

Trust Securities and the Debentures to the Holders in accordance with 

this Trust Agreement;

(G) the distribution of the Trust Property in accordance with the terms of this 

Trust Agreement;

(H) to the extent provided in this Trust Agreement, the winding up of the 

affairs of and liquidation of the Issuer Trust and the preparation, 

execution and filing of the certificate of cancellation with the Secretary 

of State of the State of Delaware;

(I) after an Event of Default (other than under paragraph (b), (c), (d) or (e) 

of the definition of such term if such Event of Default is by or with 

respect to the Property Trustee) the taking of any action incidental to the 

foregoing as the Property Trustee may from time to time determine is 

necessary or advisable to give effect to the terms of this Trust Agreement 

and protect and conserve the Trust Property for the benefit of the Holders 

(without consideration of the effect of any such action on any particular 

Holder); and

(J) except as otherwise provided in this Section 2.7(a)(ii), the Property 

Trustee shall have none of the duties, liabilities, powers or the authority 

of the Administrative Trustees set forth in Section 2.7(a)(i).

(b) So long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer Trustees 

acting on behalf of the Issuer Trust) shall not undertake any business, activities or transactions except as 

expressly provided herein or contemplated hereby. In particular, the Issuer Trustees (acting on behalf of 

the Issuer Trust) shall not cause the Trust to (i) acquire any investments or engage in any activities not 

authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or 

otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as 

expressly provided herein, (iii) take any action that would reasonably be expected to cause the Issuer 

Trust to become taxable as a corporation or classified as other than a grantor trust for United States 

Federal or Puerto Rico income tax purposes, (iv) incur any indebtedness for borrowed money or issue any 

other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the 

Trust Property, (vi) invest any proceeds received by the Issuer Trust from holding the Debentures, but 

shall distribute all such proceeds to Holders of Trust Securities pursuant to the terms of this Trust 

Agreement and of the Trust Securities, (vii) acquire any assets other than the Trust Property, (viii) possess 

any power or otherwise act in such a way as to vary the Trust Property, (ix) possess any power or 

otherwise act in such a way as to vary the terms of the Trust Securities in any way whatsoever (except to 

the extent expressly authorized in this Trust Agreement or by the terms of the Trust Securities) or (x) 
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issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Issuer Trust 

other than the Trust Securities. The Property Trustee shall defend all claims and demands of all Persons 

at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or 

the Holders in their capacity as Holders.

(c) In connection with the issuance of the Capital Securities in exchange for the Series C 

Preferred Stock, the Depositor shall have the right and responsibility to assist the Issuer Trust with respect 

to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Depositor in 

furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in 

all respects):

(i) if appropriate, the preparation and filing by the Issuer Trust with the Commission 

of and the execution on behalf of the Issuer Trust of a registration statement on the appropriate 

form in relation to the Capital Securities, including any amendments thereto;

(ii) the determination of the states in which to take appropriate action to qualify or 

register for sale all or part of the Capital Securities and the determination of any and all such acts, 

other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the 

Issuer Trust of actions they must take on behalf of the Issuer Trust, and the preparation for 

execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of 

the Issuer Trust, as the Depositor deems necessary or advisable in order to comply with the 

applicable laws of any such states;

(iii) if appropriate, the preparation for filing by the Issuer Trust and execution on 

behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national 

stock exchange or the Nasdaq National Market or any other automated quotation system for 

listing upon notice of issuance of any Capital Securities and filing with such exchange or selfregulatory organization such notification and documents as may be necessary from time to time to 

maintain such listing;

(iv) the negotiation of the terms of, and the execution and delivery of, the Exchange 

Agreement providing for the issuance of the Capital Securities; and

(v) the taking of any other actions necessary or desirable to carry out any of the 

foregoing activities.

(d) Notwithstanding anything herein to the contrary, the Administrative Trustees are 

authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the 

Issuer Trust will not be deemed to be an “investment company” required to be registered under the 

Investment Company Act, and will not be taxable as a corporation or classified as other than a grantor 

trust for United States Federal or Puerto Rico income tax purposes and so that the Debentures will be 

treated as indebtedness of the Depositor for Puerto Rico tax purposes. In this connection, the Depositor 

and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, 

the Certificate of Trust or this Trust Agreement, that they determine in their discretion to be necessary or 

desirable for such purposes, as long as such action does not adversely affect in any material respect the 

interests of the Holders of the Outstanding Capital Securities. In no event shall the Depositor or the 

Issuer Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this section that 

results from a change in law or regulation or in the interpretation thereof.
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Section 2.8 Assets of Trust.

The assets of the Issuer Trust shall consist solely of the Trust Property.

Section 2.9 Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity 

as such) and shall be held and administered by the Property Trustee in trust for the benefit of the Issuer

Trust and the Holders in accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

Section 3.1 Payment Account.

(a) On or prior to the Closing Date, the Property Trustee shall establish the Payment 

Account. The Property Trustee and its agents shall have exclusive control and sole right of withdrawal 

with respect to the Payment Account for the purpose of making deposits in and withdrawals from the 

Payment Account in accordance with this Trust Agreement. All monies and other property deposited or 

held from time to time in the Payment Account shall be held by the Property Trustee in the Payment 

Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and 

subject to) any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all 

payments of principal of or interest on, and any other payments or proceeds with respect to, the 

Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending 

distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

Section 4.1 Distributions.

(a) The Trust Securities represent undivided beneficial interests in the Trust Property, and 

Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on 

the dates that payments of interest (including Additional Interest, as defined in the Indenture) are made on 

the Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative, and will accumulate 

whether or not there are funds of the Trust available for the payment of Distributions. 

Distributions shall accrue from August 24, 2009 and, except in the event (and to the extent) that 

the Depositor exercises its right to defer the payment of interest on the Debentures pursuant to the 

Indenture, shall be payable quarterly in arrears on each February 15, May 15, August 15 and 

November 15 of each year, commencing on November 15, 2009. If any date on which a 

Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment 

of such Distribution shall be made on the next succeeding day that is a Business Day (and without 

any interest or other payment in respect of any such delay), with the same force and effect as if 

made on the date on which such payment was originally payable (each date on which 

distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).
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(ii) In the event (and to the extent) that the Depositor exercises its right under the 

Indenture to defer the payment of interest on the Debentures, Distributions on the Trust Securities 

shall be deferred but shall continue to accumulate. Distributions on the Trust Securities shall be 

payable at a rate of (A) 5.00% per annum of the Liquidation Amount of the Trust Securities for 

the period from and including August 24, 2009 to but excluding December 5, 2013 and (B) 

9.00% per annum of the Liquidation Amount of the Trust Securities thereafter. The amount of 

Distributions payable for any full quarterly period shall be computed on the basis of a 360-day 

year of twelve 30-day months. The amount of Distributions for any partial period shall be 

computed on the basis of a 360-day year of twelve 30-day months and the actual number of days 

elapsed in a partial month in that period. The amount of Distributions payable for any period 

shall include the Additional Amounts, if any.

(iii) Distributions on the Trust Securities shall be made by the Property Trustee from 

the Payment Account and shall be payable on each Distribution Date only to the extent that the 

Issuer Trust has funds then on hand and available in the Payment Account for the payment of 

such Distributions.

(b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable 

to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of 

business on the relevant record date for such Distribution Date, which shall be the last day, whether or not 

a Business Day, of the month immediately preceding the Distribution Date. Distributions payable on any 

Trust Securities that are not punctually paid on any Distribution Date will cease to be payable to the 

Person in whose name such Trust Securities are registered on the relevant record date, and such defaulted 

Distribution will instead be payable to the Person in whose name such Trust Securities are registered on 

the special record date or other specified date for determining Holders entitled to such defaulted interest 

established in accordance with the Indenture.

Section 4.2 Redemption.

(a) On each Debenture Redemption Date, the Issuer Trust will be required to redeem a Like 

Amount of Trust Securities at the Redemption Price.

(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage 

prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of 

Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. All notices 

of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price or if the Redemption Price cannot be calculated prior to the 

time the notice is required to be sent, the estimate of the Redemption Price together with a 

statement that it is an estimate and that the actual Redemption Price will be calculated on the third 

Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall 

be sent of the actual Redemption Price on the date that such Redemption Price is calculated);

(iii) the CUSIP number or CUSIP numbers of the Capital Securities affected;

(iv) if less than all the Outstanding Trust Securities are to be redeemed, the 

identification and the aggregate Liquidation Amount of the particular Trust Securities to be 

redeemed;
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(v) that on the Redemption Date the Redemption Price will become due and payable 

upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue 

on and after said date, except as provided in Section 4.2(d) below; and

(vi) if the Capital Securities are not in book-entry-only form, the place or places 

where the Capital Securities Certificates are to be surrendered for the payment of the Redemption 

Price.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the 

Redemption Price with the proceeds from the contemporaneous redemption of the Debentures. 

Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each 

Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the 

Payment Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of any Capital Securities, 

then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the 

Property Trustee will, with respect to Book-Entry Capital Securities, irrevocably deposit with the 

Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient 

to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and 

authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital 

Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will 

irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the 

applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay 

the Redemption Price to the Holders of the Capital Securities upon surrender of their Capital Securities 

Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for 

any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they 

appear on the Securities Register for the Trust Securities on the relevant record dates for the related 

Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then 

upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will 

cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in 

respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust 

Securities will cease to be outstanding. In the event that any date on which any Redemption Price is 

payable is not a Business Day, then payment of the Redemption Price payable on such date will be made 

on the next succeeding day that is a Business Day (without any interest or other payment in respect of any 

such delay), with the same force and effect as if made on such date. In the event that payment of the 

Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or 

refused and not paid either by the Issuer Trust or by the Depositor pursuant to the Guarantee, 

Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the 

Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such 

Redemption Price is actually paid, in which case the actual payment date will be the date fixed for 

redemption for purposes of calculating the Redemption Price.

(e) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be 

redeemed on a Redemption Date, the Property Trustee shall select the particular Capital Securities to be 

redeemed not more than 60 days prior to the Redemption Date from the Outstanding Capital Securities 

not previously called for redemption by any method the Property Trustee deems appropriate, provided

that so long as the Capital Securities are in book-entry-only form, such selection shall be made in 

accordance with the customary procedures for the Clearing Agency for the Capital Securities. The 

Property Trustee shall promptly notify the Securities Registrar in writing of the Capital Securities selected 

for redemption and, in the case of any Capital Securities selected for partial redemption, the Liquidation 

Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise 
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requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any 

Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation 

Amount of Capital Securities that has been or is to be redeemed.

Section 4.3 Ranking of Trust Securities.

(a) Payment of Distributions (including any Additional Amounts) on, the Redemption Price 

of, and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, 

subject to Section 4.2(e), pro rata among the Common Securities and the Capital Securities based on the 

Liquidation Amount; provided, however, that if on any Distribution Date, Redemption Date or 

Liquidation Date any Event of Default resulting from a Debenture Event of Default specified in 

Section 5.01(1) or 5.01(2) of the Indenture shall have occurred and be continuing, no payment of any 

Distribution (including any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in 

respect of, any Common Security, and no other payment on account of the redemption, liquidation or 

other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated 

and unpaid Distributions (including any Additional Amounts) on all Outstanding Capital Securities for all 

Distribution Periods terminating on or prior thereto, or in the case of payment of the Redemption Price the 

full amount of such Redemption Price on all Outstanding Capital Securities then called for redemption, or 

in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on 

all Outstanding Capital Securities, shall have been made or provided for, and all funds immediately 

available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions 

(including any Additional Amounts) on, or the Redemption Price of, the Capital Securities then due and 

payable.

(b) In the case of the occurrence of any Event of Default resulting from any Debenture Event 

of Default, the Holders of the Common Securities shall have no right to act with respect to any such Event 

of Default under this Trust Agreement until the effect of all such Events of Default with respect to the 

Capital Securities have been cured, waived or otherwise eliminated. Until all such Events of Default 

under this Trust Agreement with respect to the Capital Securities have been so cured, waived or otherwise 

eliminated, the Property Trustee shall act solely on behalf of the Holders of the Capital Securities and not 

on behalf of the Holders of the Common Securities, and only the Holders of the Capital Securities will 

have the right to direct the Property Trustee to act on their behalf.

Section 4.4 Payment Procedures.

Payments of Distributions (including any Additional Amounts) in respect of the Capital Securities 

shall, subject to the next succeeding sentence, be made by check mailed to the address of the Person 

entitled thereto as such address shall appear on the Securities Register or, if the Capital Securities are held 

by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available 

funds. A Holder of $1,000,000 or more in aggregate Liquidation Amount of Capital Securities may 

receive payments of Distributions (including any Additional Amounts) by wire transfer of immediately 

available funds upon written request to the Property Trustee not later than the last day, whether or not a 

Business Day, of the month immediately preceding the relevant Distribution Date. Payments in respect of 

the Common Securities shall be made in such manner as shall be mutually agreed between the Property 

Trustee and the Holders of the Common Securities.

Section 4.5 Tax Returns and Reports.

The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor’s expense, 

and file all United States Federal, Puerto Rico and any other state and local tax and information returns 

and reports required to be filed by or in respect of the Issuer Trust. In this regard, the Administrative 
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Trustees shall (a) prepare and file (or cause to be prepared and filed) all Internal Revenue Service and 

Puerto Rico Treasury Department forms required to be filed in respect of the Issuer Trust in each taxable 

year of the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each 

Holder all Internal Revenue Service or Puerto Rico Treasury Department forms required to be provided 

by the Issuer Trust. The Administrative Trustees shall provide the Depositor and the Property Trustee 

with a copy of all such returns and reports promptly after such filing or furnishing. The Issuer Trustees 

shall comply with United States Federal and Puerto Rico withholding and backup withholding tax laws 

and information reporting requirements with respect to any payments to Holders under the Trust 

Securities.

Section 4.6 Payment of Expenses of the Issuer Trust.

The Depositor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full amount of 

any costs, expenses or liabilities of the Issuer Trust (other than obligations of the Issuer Trust to pay the 

Holders of any Capital Securities or other similar interests in the Issuer Trust the amounts due such 

Holders pursuant to the terms of the Capital Securities or such other similar interests, as the case may be), 

including, without limitation, any taxes, duties or other governmental charges of whatever nature (other 

than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority.

Such payment obligation includes any such costs, expenses or liabilities of the Issuer Trust that are 

required by applicable law to be satisfied in connection with a dissolution of the Issuer Trust.

Section 4.7 Payment of Taxes, Duties, Etc. of the Trust.

Upon receipt under the Debentures of Additional Sums, the Property Trustee shall promptly pay 

any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed 

on the Trust; provided, however, that under no circumstances shall the Property Trustee have any liability 

for such sums, including non-receipt of any Additional Sums under the Debentures.

Section 4.8 Payments under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of Capital Securities (or any Owner with respect 

thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has 

directly received pursuant to Section 5.08 of the Indenture or Section 5.14 of this Trust Agreement.

Section 4.9 Exchanges.

(a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliated 

Owner”) is the Owner or owner of any Capital Securities, such Depositor Affiliated Owner shall have the 

right to deliver to the Property Trustee all or such portion of its Capital Securities as it elects and receive, 

in exchange therefor, a Like Amount of Debentures. Such election (i) shall be exercisable by such 

Depositor Affiliated Owner delivering to the Property Trustee a written notice of such election specifying 

the Liquidation Amount of the Capital Securities with respect to which such election is being made and 

the date on which such exchange shall occur, which shall not be a date following the record date for any 

Distribution and prior to the Distribution Date for such Distribution and (ii) shall be conditioned upon 

such Depositor Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its 

designee the Capital Securities which are the subject of such election by 10:00 A.M. New York time, on 

the date on which such exchange is to occur. After the exchange, such Capital Securities will be cancelled 

and will no longer be deemed to be Outstanding and all rights of the Depositor or its Affiliate(s) with 

respect to such Capital Securities, including accumulated but unpaid Distributions thereon, will cease. In 

the event such Capital Securities are Book-Entry Capital Securities, upon such exchange the Property 

Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry 
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Capital Securities Certificate or Certificates evidencing such Book-Entry Capital Securities to evidence 

the reduction in the liquidation amount thereof resulting from such cancellation.

(b) Notwithstanding anything else in this Trust Agreement to the contrary, in order to 

effectuate the exchanges contemplated by this Section 4.9, the Issuer Trust is hereby authorized to 

execute, deliver and perform, and the Depositor or any Administrative Trustee on behalf of the Issuer 

Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Issuer 

Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or 

certificates contemplated by or related to the exchanges made pursuant to this Section 4.9, in each case 

without further vote or approval of any other Person.

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.1 Initial Ownership.

Upon the formation of the Issuer Trust and the contribution by the Depositor pursuant to 

Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities 

are outstanding, the Depositor shall be the sole beneficial owner of the Issuer Trust.

Section 5.2 The Trust Securities Certificates.

The Capital Securities Certificates shall be issued in minimum denominations of $1,000 

Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities 

Certificates shall be issued in denominations of $1,000 Liquidation Amount and integral multiples 

thereof. The Trust Securities Certificates shall be (i) executed on behalf of the Issuer Trust by manual or 

facsimile signature of at least one Administrative Trustee and, if executed on behalf of the Issuer Trust by 

facsimile, countersigned by the Securities Registrar or its agent and (ii) authenticated by the Property 

Trustee by manual or facsimile signature of an authorized signatory thereof and, if executed by such 

authorized signatory of the Property Trustee by facsimile, countersigned by the Securities Registrar or its 

agent. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time 

when such signatures shall have been affixed, authorized to sign on behalf of the Issuer Trust or the 

Property Trustee or, if executed on behalf of the Issuer Trust or the Property Trustee by facsimile, 

countersigned by the Securities Registrar or its agent, shall be validly issued and entitled to the benefits of 

this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so 

authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the 

date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall 

become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, 

upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to 

Sections 5.4, 5.11 and 5.13.

Section 5.3 Execution and Delivery of Trust Securities Certificates.

At the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in an 

aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Issuer 

Trust and delivered to or upon the written order of the Depositor, such written order executed by one 

authorized officer thereof, without further corporate action by the Depositor, in authorized denominations.
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Section 5.4 Registration of Transfer and Exchange of Capital Securities Certificates.

The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to 

Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers 

and exchanges of Capital Securities Certificates (the “Securities Register”) in which the transfer agent and 

registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations 

as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common 

Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and 

registration of transfers and exchanges of Capital Securities Certificates as herein provided. Banco 

Popular de Puerto Rico shall be the initial Securities Registrar. The provisions of Sections 8.1, 8.3 and 

8.6 herein shall apply to Banco Popular de Puerto Rico in its role as Securities Registrar, for so long as 

Banco Popular de Puerto Rico shall act as Securities Registrar.

Upon surrender for registration of transfer of any Capital Securities Certificate at the office or 

agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them shall execute 

on behalf of the Issuer Trust (and if executed on behalf of the Issuer Trust by a facsimile signature, such 

certificate shall be countersigned by the Securities Registrar or its agent) and deliver, in the name of the 

designated transferee or transferees, one or more new Capital Securities Certificates in authorized 

denominations of a like aggregate Liquidation Amount dated the date of execution by such 

Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer 

of any Capital Securities that have been called for redemption during a period beginning at the opening of 

business 15 days before the day of selection for such redemption.

At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital 

Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation 

Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency 

maintained pursuant to Section 5.8.

Every Capital Securities Certificate presented or surrendered for registration of transfer or 

exchange shall be accompanied by a written instrument of transfer in form satisfactory to an 

Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly 

authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or 

exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Securities 

Registrar in accordance with such Person’s customary practice.

No service charge shall be made for any registration of transfer or exchange of Capital Securities 

Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or 

governmental charge that may be imposed in connection with any transfer or exchange of Capital 

Securities Certificates.

The Capital Securities will initially bear a legend to the following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS 

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY 

THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL 

AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 

ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD 

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING 
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THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR 

PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED 

THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) 

REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” ( AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR 

OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT 

(A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE 

SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR 

THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN 

THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR 

(D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH 

PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE 

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

In the event that any Capital Securities (i) become registered under the Securities Act or (ii) are

eligible to be transferred without restriction in accordance with Rule 144 or another exemption from 

registration under the Securities Act (other than Rule 144A), the Administrative Trustees, or any one of 

them, on behalf of the Issuer Trust, shall execute and make available for delivery, in exchange for the 

Capital Securities Certificate evidencing such Capital Securities and bearing such legend, Capital 

Securities Certificate which shall not contain such legend, and the Property Trustee shall authenticate 

such Capital Securities Certificate; provided that that Holder surrenders to the Issuer Trustee the 

previously issued certificates. Subject to compliance with applicable securities laws, the initial Holder 

shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the 

Capital Securities at any time, and the Depositor and the Administrative Trustees, on behalf of the Issuer 

Trust, shall take all steps as may reasonably be requested by the initial Holder to facilitate the Transfer of 

the Capital Securities.

Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or 

if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any 

Trust Securities Certificate, and (b) there shall be delivered to the Securities Registrar and the 

Administrative Trustees such security or indemnity as may be required by them to save each of them 

harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a 

protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall 

execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost 

or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and 

denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 

5.5, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to 

cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate 

Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an 

undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, 

stolen or destroyed Trust Securities Certificate, as if originally issued, whether or not the lost, stolen or 

destroyed Trust Securities Certificate shall be found at any time.
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Section 5.6 Persons Deemed Holders.

The Issuer Trustees and the Securities Registrar shall each treat the Person in whose name any 

Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust 

Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and 

none of the Issuer Trustees, the Administrative Trustees and the Securities Registrar shall be bound by 

any notice to the contrary.

Section 5.7 Access to List of Holders’ Names and Addresses.

Each Holder and each Owner shall be deemed to have agreed not to hold the Depositor, the 

Property Trustee, the Delaware Trustee or the Administrative Trustees accountable by reason of the 

disclosure of its name and address, regardless of the source from which such information was derived.

Section 5.8 Maintenance of Office or Agency.

The Administrative Trustees shall designate an office or offices or agency or agencies where 

Capital Securities Certificates may be surrendered for registration of transfer or exchange and where 

notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be 

served. The Administrative Trustees initially designate The Bank of New York Mellon, 101 Barclay 

Street, FL. 4-E, New York, New York, Attention Joellen McNamara, as its office and agency for such 

purposes. The Administrative Trustee shall give prompt written notice to the Depositor, the Property 

Trustees and to the Holders of any change in the location of the Securities Register or any such office or 

agency.

Section 5.9 Appointment of Paying Agent.

The Paying Agent shall make Distributions to Holders from the Payment Account and shall report 

the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying 

Agent shall have the revocable power to withdraw funds from the Payment Account solely for the 

purpose of making the Distributions referred to above. The Property Trustee may revoke such power and 

remove the Paying Agent in its sole discretion. The Paying Agent shall initially be Banco Popular de 

Puerto Rico. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 

days’ written notice to the Administrative Trustees and the Property Trustee. If Banco Popular de Puerto 

Rico shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act 

be revoked, the Administrative Trustees shall appoint a successor (which shall be a bank or trust 

company) that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent. 

Such successor Paying Agent or any additional Paying Agent shall execute and deliver to the Issuer 

Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with 

the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will 

hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled 

thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds 

to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds 

in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to 

Banco Popular de Puerto Rico in its role as Paying Agent, for so long as Banco Popular de Puerto Rico 

shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. 

Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context 

requires otherwise.
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Section 5.10 Ownership of Common Securities by Depositor.

At the Closing Date, the Depositor shall acquire, and thereafter shall retain, beneficial and record 

ownership of the Common Securities. To the fullest extent permitted by law, other than a transfer in 

connection with a consolidation or merger of the Depositor into another Person, or any conveyance, 

transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person, 

pursuant to Section 8.01 of the Indenture, any attempted transfer of the Common Securities shall be void. 

The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to 

contain a legend consistent with this Section 5.10.

Section 5.11 Book-Entry Capital Securities Certificates; Common Securities Certificate.

(a) The Capital Securities Certificates, when exchanged for new Capital Securities 

Certificates pursuant to the last paragraph of Section 5.4 not bearing the legend required by such Section, 

may be issued in the form of a typewritten Capital Securities Certificate or Certificates representing 

Book-Entry Capital Securities Certificates, to be delivered to, or on behalf of, DTC, the initial Clearing 

Agency, by, or on behalf of, the Issuer Trust. Such Capital Securities Certificate or Certificates shall 

initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial 

Clearing Agency, and no Owner will receive a Definitive Capital Securities Certificate representing such 

Owner’s interest in such Capital Securities, except as provided in Section 5.13. Unless and until 

Definitive Capital Securities Certificates have been issued to Owners pursuant to Section 5.13:

(i) the provisions of this Section 5.11(a) shall be in full force and effect;

(ii) the Securities Registrar and the Trustees shall be entitled to deal with the 

Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Capital 

Securities Certificates (including the payment of the Liquidation Amount of and Distributions on 

the Capital Securities evidenced by Book-Entry Capital Securities Certificates and the giving of 

instructions or directions to Owners of Capital Securities evidenced by Book-Entry Capital 

Securities Certificates) as the sole Holder of Capital Securities evidenced by Book-Entry Capital 

Securities Certificates and shall have no obligations to the Owners thereof;

(iii) to the extent that the provisions of this Section 5.11 conflict with any other 

provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and

(iv) the rights of the Owners of the Book-Entry Capital Securities Certificate shall be 

exercised only through the Clearing Agency and shall be limited to those established by law and 

agreements between such Owners and the Clearing Agency and/or the Clearing Agency 

Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive 

Capital Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency 

will make book-entry transfers among the Clearing Agency Participants and receive and transmit 

payments on the Capital Securities to such Clearing Agency Participants.

(b) A single Common Securities Certificate representing the Common Securities shall be 

issued to the Depositor in the form of a definitive Common Securities Certificate.

Section 5.12 Notices to Clearing Agency.

To the extent that a notice or other communication to the Holders is required under this Trust 

Agreement, for so long as Capital Securities are represented by a Book-Entry Capital Securities 

Certificates, the Administrative Trustees and the Issuer Trustee shall give all such notices and 
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communications specified herein to be given to the Clearing Agency, and shall have no obligations to the 

Owners.

Section 5.13 Definitive Capital Securities Certificates.

The Capital Securities Certificates will initially be issued in the form of Definitive Capital 

Securities Certificates. If, after the exchange of Definitive Capital Securities Certificates for Book-Entry 

Capital Securities Certificates as contemplated by the first paragraph of Section 5.11(a), (a) the Depositor 

advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly 

discharge its responsibilities with respect to the Capital Securities Certificates, and the Depositor is 

unable to locate a qualified successor, (b) the Depositor at its option advises the Issuer Trustees in writing 

that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence 

of a Debenture Event of Default, Owners of Capital Securities Certificates representing beneficial 

interests aggregating at least a majority of the Liquidation Amount advise the Administrative Trustees in 

writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best 

interest of the Owners of Capital Securities Certificates, then the Administrative Trustees shall notify the 

other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its 

customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Capital 

Securities of the occurrence of any such event and of the availability of the Definitive Capital Securities 

Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the 

Administrative Trustees of the typewritten Capital Securities Certificate or Certificates representing the 

Book-Entry Capital Securities Certificates by the Clearing Agency, accompanied by registration 

instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Capital 

Securities Certificates in accordance with the instructions of the Clearing Agency, if executed on behalf 

of the Issuer Trust by facsimile, countersigned by the Securities Registrar or its agent. Neither the 

Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may 

conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of 

Definitive Capital Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive 

Capital Securities Certificates as holders of Trust Securities. The Definitive Capital Securities 

Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other 

manner as is reasonably acceptable to the Administrative Trustees that meets the requirements of any 

stock exchange or automated quotation system on which the Capital Securities are then listed or approved 

for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Section 5.14 Rights of Holders; Waivers of Past Defaults.

(a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its 

capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein 

other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust 

Securities and they shall have no right to call for any partition or division of property, profits or rights of 

the Issuer Trust except as described below. The Trust Securities shall be personal property giving only 

the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no 

preemptive or similar rights and when issued and delivered to Holders against payment of the purchase 

price therefor will be fully paid and, to the fullest extent permitted by applicable law, nonassessable by 

the Issuer Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the 

same limitation of personal liability extended to stockholders of private corporations for profit organized 

under the General Corporation Law of the State of Delaware.

(b) For so long as any Capital Securities remain Outstanding, if, upon a Debenture Event of 

Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the 

outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and 
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payable as set forth in the Indenture, the Property Trustee or the Holders of at least 25% in Liquidation 

Amount of the Capital Securities then Outstanding shall have the right to make such declaration by a 

notice in writing to the Depositor, the Debenture Trustee and the Property Trustee, in the case of notice by 

the Holders of the Capital Securities, or to the Depositor, the Debenture Trustee and the Holders of the 

Capital Securities, in the case of notice by the Property Trustee; and upon any such declaration such 

principal amount and the accrued interest on all of the Debentures shall become immediately due and 

payable, provided that the payment of principal, interest and premium, if any, on such Debentures shall 

remain subordinated to the extent provided in the Indenture.

At any time after a declaration of acceleration with respect to the Debentures has been made and 

before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as 

in the Indenture provided, the Holders of at least a Majority in Liquidation Amount of the Capital 

Securities, by written notice to the Property Trustee, the Depositor and the Debenture Trustee, may 

rescind and annul such declaration and its consequences if:

(i) the Depositor has paid or deposited with the Debenture Trustee a sum sufficient 

to pay

(A) all overdue installments of interest on all of the Debentures,

(B) any accrued Additional Interest (as defined in the Indenture) on all of the 

Debentures,

(C) the principal of (and premium, if any, on) any Debentures that have 

become due otherwise than by such declaration of acceleration and 

interest and Additional Interest (as defined in the Indenture) thereon at 

the rate borne by the Debentures, and

(D) all sums paid or advanced by the Debenture Trustee under the Indenture 

and the reasonable compensation, expenses, disbursements and advances 

of the Debenture Trustee and the Property Trustee, their agents and 

counsel; and

(ii) all Events of Default with respect to the Debentures, other than the non-payment 

of the principal of the Debentures that has become due solely by such acceleration, have been 

cured or waived as provided in Section 5.13 of the Indenture.

The Holders of at least a Majority in Liquidation Amount of the Capital Securities may, on behalf 

of the Holders of all the Capital Securities, waive any past default under the Indenture, except a default in 

the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all 

matured installments of interest and principal due otherwise than by acceleration has been deposited with 

the Debenture Trustee) or a default in respect of a covenant or provision that under the Indenture cannot 

be modified or amended without the consent of the holder of each outstanding Debenture. No such 

rescission shall affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an acceleration, or 

rescission and annulment thereof, by Holders of any part of the Capital Securities a record date shall be 

established for determining Holders of Outstanding Capital Securities entitled to join in such notice, 

which record date shall be at the close of business on the day the Property Trustee receives such notice. 

The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled 

to join in such notice, whether or not such Holders remain Holders after such record date; provided that, 
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unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have 

become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 

90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as 

the case may be, shall automatically and without further action by any Holder be canceled and of no 

further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after 

expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and 

annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant 

to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to 

the provisions of this Section 5.14(b).

(c) For so long as any Capital Securities remain Outstanding, to the fullest extent permitted 

by law and subject to the terms of this Trust Agreement and the Indenture, upon a Debenture Event of 

Default specified in Section 5.01(1) or 5.01(2) of the Indenture, any Holder of Capital Securities shall 

have the right to institute a proceeding directly against the Depositor, pursuant to Section 5.08 of the 

Indenture, for enforcement of payment to such Holder of any amounts payable in respect of Debentures 

having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities 

of such Holder (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the 

Holders of Capital Securities shall have no right to exercise directly any right or remedy available to the 

holders of, or in respect of, the Debentures.

(d) Except as otherwise provided in paragraphs (a), (b) and (c) of this Section 5.14, the 

Holders of at least a Majority in Liquidation Amount of the Capital Securities may, on behalf of the 

Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. 

Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of 

Default arising therefrom shall be deemed to have been cured, for every purpose of this Trust Agreement, 

but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right 

consequent thereon.

Section 5.15 CUSIP Numbers.

The Administrative Trustees in issuing the Capital Securities may use “CUSIP” numbers (if then 

generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as 

a convenience to Holders; provided that any such notice may state that no representation is made as to the 

correctness of such numbers either as printed on the Capital Securities or as contained in any notice of a 

redemption and that reliance may be placed only on the other identification numbers printed on the 

Capital Securities, and any such redemption shall not be affected by any defect in or omission of such 

numbers. The Administrative Trustees will promptly notify the Property Trustee of any change in the 

CUSIP numbers.
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ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1 Limitations on Voting Rights.

(a) Except as expressly provided in this Trust Agreement and in the Indenture and as 

otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner 

otherwise control the administration, operation and management of the Issuer Trust or the obligations of 

the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities 

Certificates, be construed so as to constitute the Holders from time to time as partners or members of an 

association.

(b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, 

the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any 

remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture 

Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 

of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the 

Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of 

the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the 

prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities; 

provided, however, that where a consent under the Indenture would require the consent of each holder of 

Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior 

written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action 

previously authorized or approved by a vote of the Holders of the Capital Securities, except by a 

subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of 

the Capital Securities of any notice of default received with respect to the Debentures. In addition to 

obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the 

foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel 

experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a 

corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax 

purposes.

(c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees 

otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, 

preferences or special rights of the Capital Securities, whether by way of amendment to the Trust 

Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to 

the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be 

entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective 

except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital 

Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust 

Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable 

as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income 

tax purposes.

Section 6.2 Notice of Meetings.

Notice of all meetings of the Holders of the Capital Securities, stating the time, place and purpose 

of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Holder of Capital 

Securities, at such Holder’s registered address, at least 15 days and not more than 90 days before the 

meeting. At any such meeting, any business properly before the meeting may be so considered whether 
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or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without 

further notice.

Section 6.3 Meetings of Holders of the Capital Securities.

No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a 

meeting of the Holders of the Capital Securities to vote on any matter upon the written request of the 

Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities and the 

Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the 

Holders of the Capital Securities to vote on any matters as to which such Holders are entitled to vote.

The Holders of at least a Majority in Liquidation Amount of the Capital Securities, present in 

person or by proxy, shall constitute a quorum at any meeting of the Holders of the Capital Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or by 

proxy, holding Capital Securities representing at least a Majority in Liquidation Amount of the Capital 

Securities held by the Holders present, either in person or by proxy, at such meeting shall constitute the 

action of the Holders of the Capital Securities, unless this Trust Agreement requires a greater number of 

affirmative votes.

Section 6.4 Voting Rights.

Holders shall be entitled to one vote for each $1,000 of Liquidation Amount represented by their 

Outstanding Trust Securities in respect of any matter as to which such Holders are entitled to vote.

Section 6.5 Proxies, etc.

At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that 

no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, 

or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification 

prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, 

proxies may be solicited in the name of the Property Trustee or one or more officers of the Property 

Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by 

several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust 

Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such 

joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received 

in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall 

be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall 

rest on the challenger. No proxy shall be valid more than three years after its date of execution.

Section 6.6 Holder Action by Written Consent.

Any action that may be taken by Holders at a meeting may be taken without a meeting if Holders 

holding at least a Majority in Liquidation Amount of all Capital Securities entitled to vote in respect of 

such action (or such larger proportion thereof as shall be required by any other provision of this Trust 

Agreement) shall consent to the action in writing.

Section 6.7 Record Date for Voting and Other Purposes.

For the purposes of determining the Holders who are entitled to notice of and to vote at any 

meeting or by written consent, or to participate in any distribution on the Trust Securities in respect of 
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which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other 

action, the Administrative Trustees may from time to time fix a date, not more than 90 days prior to the 

date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a 

record date for the determination of the identity of the Holders of record for such purposes.

Section 6.8 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or 

permitted by this Trust Agreement to be given, made or taken by Holders may be embodied in and 

evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or 

by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action 

shall become effective when such instrument or instruments are delivered to the Property Trustee. Such 

instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes 

referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any 

such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust 

Agreement and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner 

provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be 

proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer 

authorized by law to take acknowledgments of deeds, certifying that the individual signing such 

instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer 

acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute 

sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or 

the authority of the Person executing the same, may also be proved in any other manner that any Issuer 

Trustee receiving the same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder 

of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every 

Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in 

respect of anything done, omitted or suffered to be done by the Issuer Trustees, or the Issuer Trust in 

reliance thereon, whether or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with 

regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount 

of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such 

appointment with regard to all or any part of such Liquidation Amount.

If any dispute shall arise between the Holders and the Issuer Trustees or among the Holders or the 

Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, 

authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this 

Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect 

to such matter.

Section 6.9 Inspection of Records.

Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of 

the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose 

reasonably related to such Holder’s interest as a Holder.
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ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties of the Property Trustee and the Delaware

Trustee.

The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, 

hereby represents and warrants for the benefit of the Depositor and the Holders that:

(a) the Property Trustee is a New York banking corporation validly existing under the laws 

of the State of New York ;

(b) the Property Trustee has full corporate power, authority and legal right to execute, deliver 

and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the 

execution, delivery and performance of its duties under this Trust Agreement;

(c) the Delaware Trustee is a Delaware banking corporation;

(d) the Delaware Trustee has full corporate power, authority and legal right to execute, 

deliver and perform its obligations under this Trust Agreement and has taken all necessary action to 

authorize the execution, delivery and performance by it of this Trust Agreement;

(e) this Trust Agreement has been duly authorized, executed and delivered by the Property 

Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the 

Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, 

subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of 

general applicability relating to or affecting creditors’ rights and to general equity principles;

(f) the execution, delivery and performance of this Trust Agreement have been duly 

authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware 

Trustee and do not require any approval of stockholders of the Property Trustee and the Delaware Trustee 

and such execution, delivery and performance will not (i) violate the charter or by-laws of the Property 

Trustee or the Delaware Trustee, (ii) to each of their knowledge without independent investigation, 

violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in 

the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the 

provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to 

which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any 

law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, 

governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as 

appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the 

Delaware Trustee;

(g) neither the authorization, execution or delivery by the Property Trustee or the Delaware 

Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee 

or the Delaware Trustee (as the case may be) contemplated herein requires the consent or approval of, the 

giving of notice to, the registration with or the taking of any other action with respect to any 

governmental authority or agency under any existing law of the United States or the State of Delaware 

governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as 

appropriate in context), other than the filing of the Certificate of Trust with the Delaware Secretary of 

State; and
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(h) there are no proceedings pending or, to each of the Property Trustee’s and the Delaware 

Trustee’s knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any 

court or before any governmental authority, agency or arbitration board or tribunal that, individually or in 

the aggregate, would materially and adversely affect the Issuer Trust or would question the right, power 

and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform 

its obligations as one of the Trustees under this Trust Agreement.

Section 7.2 Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the Holders that:

(a) the Trust Securities Certificates issued at the Closing Date on behalf of the Issuer Trust 

have been duly authorized and will have been duly and validly executed, issued and delivered by the 

Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this 

Trust Agreement, and the Holders will be, as of such date, entitled to the benefits of this Trust 

Agreement; and

(b) there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the 

Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political 

subdivision thereof in connection with the execution, delivery and performance by any Issuer Trustee of 

this Trust Agreement.

ARTICLE VIII

THE ISSUER TRUSTEES

Section 8.1 Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust 

Agreement, subject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), 

no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their 

own funds or otherwise incur any financial liability in the performance of any of its or their duties 

hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable 

grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is 

not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust 

Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer 

Trustees shall be subject to the provisions of this Section 8.1. To the extent that, at law or in equity, an 

Administrative Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such 

Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Administrative 

Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust 

Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees 

otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other 

duties and liabilities of the Administrative Trustees.

(b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust 

Securities shall be made only from the revenue and proceeds from the Trust Property and only to the 

extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property 

Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its 

acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust 

Property to the extent legally available for distribution to it as herein provided and that the Issuer Trustees 

are not personally liable to such Holder for any amount distributable in respect of any Trust Security or 
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for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of 

the Issuer Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property 

Trustee, in the Trust Indenture Act.

(c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce 

this Trust Agreement for the benefit of the Holders.

(d) The Property Trustee, before the occurrence of any Event of Default and after the curing 

of all Events of Default that may have occurred, shall undertake to perform only such duties as are 

specifically set forth in this Trust Agreement (including pursuant to Section 10.10), and no implied 

covenants shall be read into this Trust Agreement against the Property Trustee. If an Event of Default has 

occurred (that has not been cured or waived pursuant to Section 5.14), the Property Trustee shall exercise 

such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and 

skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the 

conduct of his or her own affairs.

(e) No provision of this Trust Agreement shall be construed to relieve the Property Trustee 

from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, 

except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of 

all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall be determined 

solely by the express provisions of this Trust Agreement (including 

pursuant to Section 10.10), and the Property Trustee shall not be liable 

except for the performance of such duties and obligations as are 

specifically set forth in this Trust Agreement (including pursuant to 

Section 10.10); and

(B) in the absence of negligence or willful misconduct on the part of the 

Property Trustee, the Property Trustee may conclusively rely, as to the 

truth of the statements and the correctness of the opinions expressed 

therein, upon any certificates or opinions furnished to the Property 

Trustee and conforming to the requirements of this Trust Agreement; but 

in the case of any such certificates or opinions that by any provision 

hereof or of the Trust Indenture Act are specifically required to be 

furnished to the Property Trustee, the Property Trustee shall be under a 

duty to examine the same to determine whether or not they conform to 

the requirements of this Trust Agreement (but need not confirm or 

investigate the accuracy of any mathematical calculation or other facts 

stated therein);

(ii) the Property Trustee shall not be liable with respect to any action taken or 

omitted to be taken by it in good faith in accordance with the direction of the Holders of at least a 

Majority in Liquidation Amount of the Capital Securities relating to the time, method and place 

of conducting any proceeding for any remedy available to the Property Trustee, or exercising any 

trust or power conferred upon the Property Trustee under this Trust Agreement;

(iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and 

physical preservation of the Debentures and the Payment Account shall be to deal with such 
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property in a similar manner as the Property Trustee deals with similar property for its own 

account, subject to the protections and limitations on liability afforded to the Property Trustee 

under this Trust Agreement and the Trust Indenture Act;

(iv) the Property Trustee shall not be liable for any interest on any money received by 

it except as it may otherwise agree in writing with the Depositor; and money held by the Property 

Trustee need not be segregated from other funds held by it except in relation to the Payment 

Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent 

otherwise required by law;

(v) the Property Trustee shall not be responsible for monitoring the compliance by 

the Administrative Trustees or the Depositor with their respective duties under this Trust 

Agreement, nor shall the Property Trustee be liable for the default or misconduct of any other 

Issuer Trustee, the Administrative Trustees or the Depositor; and

(vi) subject to Section 8.1(c), no provision of this Trust Agreement shall require the 

Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in 

the performance of any of its duties or in the exercise of any of its rights or powers, if the 

Property Trustee shall have reasonable grounds for believing that the repayment of such funds or 

liability is not reasonably assured to it under the terms of this Trust Agreement or adequate 

indemnity against such risk or liability is not reasonably assured to it.

(f) The Administrative Trustees shall not be responsible for monitoring the compliance by 

the other Issuer Trustees or the Depositor with their respective duties under this Trust Agreement, nor 

shall either Administrative Trustee be liable for the default or misconduct of any other Issuer Trustee or 

the Depositor.

Section 8.2 Certain Notices.

Within ten days after the occurrence of any Event of Default actually known to the Property 

Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, 

notice of such Event of Default to the Holders and the Administrative Trustees, unless such Event of 

Default shall have been cured or waived.

Within five Business Days after the receipt of notice of the Depositor’s exercise of its right to 

defer the payment of interest on the Debentures pursuant to the Indenture, the Property Trustee shall 

transmit, in the manner and to the extent provided in Section 10.8, notice of such exercise to the Holders 

and the Administrative Trustees, unless such exercise shall have been revoked.

The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the 

Property Trustee shall have received written notice or a Responsible Officer of the Property Trustee 

charged with the administration of this Trust Agreement shall have obtained actual knowledge of such 

Event of Default.

Section 8.3 Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may conclusively rely and shall be fully protected in acting or 

refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written 

representation of a Holder or transferee, certificate of auditors or any other certificate, statement, 
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instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other 

evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed 

or presented by the proper party or parties;

(b) if (i) in performing its duties under this Trust Agreement the Property Trustee is required 

to decide between alternative courses of action, (ii) in construing any of the provisions of this Trust 

Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions 

contained herein, or (iii) the Property Trustee is unsure of the application of any provision of this Trust 

Agreement, then, except as to any matter as to which the Holders of the Capital Securities are entitled to 

vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor 

requesting the Depositor’s opinion as to the course of action to be taken and the Property Trustee shall 

take such action, or refrain from taking such action, as the Property Trustee shall be instructed to take, or 

refrain from taking, by the Depositor; provided, however, that if the Depositor fails to deliver such 

opinion within ten Business Days after the Property Trustee has delivered such notice, or such reasonably 

shorter period of time set forth in such notice (which to the extent practicable shall not be less than two 

Business Days), the Property Trustee shall take such action, or refrain from taking such action, not 

inconsistent with this Trust Agreement, as the Property Trustee may deem advisable and in the best 

interests of the Holders, in which event the Property Trustee shall have no liability except for its own 

negligence or willful misconduct;

(c) any direction or act of the Depositor contemplated by this Trust Agreement shall be 

sufficiently evidenced by an Officers’ Certificate;

(d) any direction or act of an Administrative Trustee contemplated by this Trust Agreement 

shall be sufficiently evidenced by a certificate executed by such Administrative Trustee and setting forth 

such direction or act;

(e) the Property Trustee shall have no duty to see to any recording, filing or registration of 

any instrument (including any financing or continuation statement or any filing under tax or securities 

laws) or any rerecording, refiling or re-registration thereof;

(f) the Property Trustee may consult with counsel of its selection (which counsel may be 

counsel to the Depositor or any of its Affiliates, and may include any of its employees) and the advice of 

such counsel shall be full and complete authorization and protection in respect of any action taken, 

suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such 

advice; the Property Trustee shall have the right at any time to seek instructions concerning the 

administration of this Trust Agreement from any court of competent jurisdiction;

(g) the Property Trustee shall be under no obligation to exercise any of the rights or powers 

vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust 

Agreement, unless such Holders shall have offered to the Property Trustee security or indemnity 

reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in 

compliance with such request or direction; provided that nothing contained in this Section 8.3(g) shall be 

taken to relieve the Property Trustee, upon the occurrence of an Event of Default, of its obligation to 

exercise the rights and powers vested in it by this Trust Agreement;

(h) the Property Trustee shall not be bound to make any investigation into the facts or 

matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, 

consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or 

document, unless requested in writing to do so by one or more Holders, but the Property Trustee may 
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make such further inquiry or investigation into such facts or matters as it may see fit at the expense of the 

Depositor and shall incur no liability of any kind by reason of such inquiry or investigation;

(i) the Property Trustee may execute any of the trusts or powers hereunder or perform any 

duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee 

shall not be responsible for the negligence of any such agent or attorney appointed with due care by it 

hereunder;

(j) whenever in the administration of this Trust Agreement the Property Trustee shall deem 

it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action 

hereunder, the Property Trustee (i) may request instructions from the Holders (which instructions may 

only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as 

would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such 

remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action 

until such instructions are received, and (iii) shall be protected in acting in accordance with such 

instructions; and

(k) except as otherwise expressly provided by this Trust Agreement, the Property Trustee 

shall not be under any obligation to take any action that is discretionary under the provisions of this Trust 

Agreement.

(l) The Property Trustee shall not be liable for any action taken, suffered, or omitted to be 

taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or 

powers conferred upon it by this Agreement. 

(m) The Property Trustee shall not be deemed to have notice of any Default or Event of 

Default unless a Responsible Officer of the Property Trustee has actual knowledge thereof or unless 

written notice of any event which is in fact such a default is received by the Property Trustee at the 

Corporate Trust Office of the Property Trustee, and such notice references the Securities and this 

Agreement.

(n) The rights, privileges, protections, immunities and benefits given to the Property Trustee, 

including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the 

Property Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed 

to act hereunder.

(o) In no event shall the Property Trustee be responsible or liable for special, indirect, or 

consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) 

irrespective of whether the Property Trustee has been advised of the likelihood of such loss or damage 

and regardless of the form of action.

No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any 

Issuer Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or 

imposed on it, in any jurisdiction in which it shall be illegal, or in which such Person shall be unqualified 

or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such 

right, power, duty or obligation. No permissive power or authority available to any Issuer Trustee shall 

be construed to be a duty.
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Section 8.4 Issuer Trustees Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities Certificates shall be taken as the 

statements of the Issuer Trust and the Depositor, and the Issuer Trustees do not assume any responsibility 

for their correctness. The Issuer Trustees shall not be accountable for the use or application by the 

Depositor of the proceeds of the Debentures.

Section 8.5 Issuer Trustees May Hold Securities.

Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or 

any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 

8.13, and except as provided in the definition of the term “Outstanding” in Article I, may otherwise deal 

with the Issuer Trust with the same rights it would have if it were not Issuer Trustee or such other agent.

Section 8.6 Compensation; Indemnity; Fees.

The Depositor agrees:

(a) to pay to the Issuer Trustees from time to time such reasonable compensation for all 

services rendered by them hereunder as may be separately agreed by the Depositor and the Issuer Trustees 

from time to time (which compensation shall not be limited by any provision of law in regard to the 

compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon 

request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees 

in accordance with any provision of this Trust Agreement (including the reasonable compensation and the 

expenses and disbursements of their agents and counsel), except any such expense, disbursement or 

advance as shall be determined to have been caused by their own negligence or willful misconduct; and

(c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each 

Issuer Trustee, (ii) any Affiliate of any Issuer Trustee, (iii) any officer, director, shareholder, employee, 

representative or agent of any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred 

to herein as an “Indemnified Person”) from and against any loss, damage, liability, tax, penalty, expense 

or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, 

operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such 

Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person 

reasonably believed to be within the scope of authority conferred on such Indemnified Person by this 

Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any 

loss, damage or claim incurred by such Indemnified Person by reason of its own negligence or willful 

misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the 

removal or resignation of any Issuer Trustee.

When the Property Trustee incurs expenses or renders services in connection with an Event of 

Default under this Trust Agreement, the expenses (including the reasonable charges and expenses of its 

counsel) and the compensation for the services are intended to constitute expenses of administration under 

any applicable Federal or state bankruptcy, insolvency or other similar law.

No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due 

pursuant to this Section 8.6.
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The Depositor and any Issuer Trustee may engage in or possess an interest in other business 

ventures of any nature or description, independently or with others, similar or dissimilar to the business of 

the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of 

this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and 

the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be 

deemed wrongful or improper. Neither the Depositor nor any Issuer Trustee shall be obligated to present 

any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a 

character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Depositor and 

any Issuer Trustee shall have the right to take for its own account (individually or as a partner or 

fiduciary) or to recommend to others any such particular investment or other opportunity. Any Issuer 

Trustee may engage or be interested in any financial or other transaction with the Depositor or any 

Affiliate of the Depositor, or may act as depository for, trustee or agent for, or act on any committee or 

body of holders of, securities or other obligations of the Depositor or its Affiliates.

Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees.

(a) There shall at all times be a Property Trustee hereunder with respect to the Trust 

Securities. The Property Trustee shall be a Person that is a national, Puerto Rico or state chartered bank 

and eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and surplus 

of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to 

law or to the requirements of its supervising or examining authority, then for the purposes of this Section 

8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such 

Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of 

condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease 

to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in the 

manner and with the effect hereinafter specified in this Article VIII. At the time of appointment, the 

Property Trustee must have securities rated in one of the three highest rating categories by a nationally 

recognized statistical rating organization.

(b) There shall at all times be one or more Administrative Trustees hereunder with respect to 

the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years 

of age or a legal entity that shall act through one or more persons authorized to bind that entity.

(c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The 

Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the 

State of Delaware, or (ii) a legal entity with its principal place of business in the State of Delaware and 

that otherwise meets the requirements of applicable Delaware law and that shall act through one or more 

persons authorized to bind such entity. In the event the Delaware Trustee shall at any time be required to 

take any action or perform any duty hereunder with respect to the Issuer Trust, the Delaware Trustee shall 

be entitled to all benefits, protections and rights of the Property Trustee under Section 8.3.

Section 8.8 Conflicting Interests.

(a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of 

the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent 

and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust 

Agreement.

(b) The Guarantee Agreement and the Indenture shall be deemed to be specifically described 

in this Trust Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of 

the Trust Indenture Act.
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Section 8.9 Co-Trustees and Separate Trustee.

Unless and until a Debenture Event of Default shall have occurred and be continuing, at any time 

or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any 

jurisdiction in which any part of the Trust Property may at the time be located, the Holder of Common 

Securities and the Administrative Trustees shall have the power to appoint one or more Persons either to 

act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the 

extent required by law to act as separate trustee of any such property, in either case with such powers as 

may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity 

aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions 

of this Section. If a Debenture Event of Default shall have occurred and be continuing, the Property 

Trustee shall have the sole power to so appoint such a co-trustee or separate trustee, and upon the written 

request of the Property Trustee, the Depositor and the Administrative Trustees shall for such purpose join 

with the Property Trustee in the execution, delivery, and performance of all instruments and agreements 

necessary or proper to appoint, such co-trustee or separate trustee. Any co-trustee or separate trustee 

appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a 

resident of the United States or Puerto Rico, or (ii) a legal entity with its principal place of business in the 

United States or Puerto Rico that shall act through one or more persons authorized to bind such entity.

Should any written instrument from the Depositor be required by any co-trustee or separate 

trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, 

right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered 

by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, 

be appointed subject to the following terms, namely:

(a) The Trust Securities shall be executed by one or more Administrative Trustees, and the 

Trust Securities shall be delivered by the Property Trustee, and all rights, powers, duties, and obligations 

hereunder in respect of the custody of securities, cash and other personal property held by, or required to 

be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the 

Property Trustee and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or imposed upon the 

Property Trustee in respect of any property covered by such appointment shall be conferred or imposed 

upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee 

or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate 

trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be 

performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event 

such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or 

separate trustee.

(c) The Property Trustee at any time, by an instrument in writing executed by it, with the 

written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate 

trustee appointed under this Section 8.9, and, in case a Debenture Event of Default has occurred and is 

continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such cotrustee or separate trustee without the concurrence of the Depositor. Upon the written request of the 

Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and 

performance of all instruments and agreements necessary or proper to effectuate such resignation or 

removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in 

the manner provided in this Section 8.9.
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(d) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act 

or omission of the Property Trustee or any other trustee hereunder.

(e) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate 

trustee.

(f) Any Act of Holders delivered to the Property Trustee shall be deemed to have been 

delivered to each such co-trustee and separate trustee.

Section 8.10 Resignation and Removal; Appointment of Successor.

No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of a 

successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of 

appointment by the successor Issuer Trustee in accordance with the applicable requirements of 

Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by 

giving written notice thereof to the Holders. If the instrument of acceptance by the successor Issuer 

Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days 

after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the 

Depositor, in the case of the Property Trustee, any court of competent jurisdiction for the appointment of 

a successor Relevant Trustee.

The Administrative Trustees, or any of them, may be removed at any time by Act of the Holders 

of Common Securities delivered to the Relevant Trustee.

The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the 

Holders of at least a Majority in Liquidation Amount of the Capital Securities, delivered to the Relevant 

Trustee (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) 

(i) for cause (including upon the occurrence of an Event of Default described in subparagraph (d) of the 

definition thereof with respect to the Relevant Trustee), or (ii) at any time if a Debenture Event of Default 

shall have occurred and be continuing. Unless and until a Debenture Event of Default shall have occurred 

and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at any 

time by Act of the Holders of the Common Securities.

If any Issuer Trustee shall resign, be removed or become incapable of acting as an Issuer Trustee, 

or if a vacancy shall occur in the office of any Issuer Trustee for any cause, at any time when no 

Debenture Event of Default shall have occurred and be continuing, the Holders of the Common 

Securities, by Act of such Holders delivered to the Relevant Trustee, shall promptly appoint such 

successor Issuer Trustee or Trustees, and the Relevant Trustee shall comply with the applicable 

requirements of Section 8.11. If the Property Trustee or Delaware Trustee shall resign, be removed or 

become incapable of acting as Issuer Trustee, as the case may be and a Debenture Event of Default shall 

have occurred and be continuing, the Holders of the Capital Securities, by Act of the Holders of not less 

than 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding delivered to such 

Relevant Trustee, may appoint a successor Relevant Trustee or Trustees, and such successor Issuer 

Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee 

shall have been so appointed by the Holders of the Common Securities or Capital Securities, as the case 

may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of such 

Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent 

jurisdiction for the appointment of a successor Relevant Trustee.
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The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee 

and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 10.8 

and shall give notice to the Depositor and to the Administrative Trustees. Each notice shall include the 

name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property 

Trustee.

Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware 

Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, 

incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be 

filled by the Property Trustee following the procedures regarding expenses and charges set forth above 

(with the successor being a Person who satisfies the eligibility requirement for the Delaware Trustee set 

forth in Section 8.7).

Section 8.11 Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant 

Trustee (if requested by the Depositor) and each successor Relevant Trustee with respect to the Trust 

Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall 

accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to 

transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and 

duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and (b) 

shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for 

or facilitate the administration of the Issuer Trust by more than one Relevant Trustee, it being understood 

that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the 

execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee 

shall become effective to the extent provided therein and each such successor Relevant Trustee, without 

any further act, deed or conveyance, other than the filing of an amendment to the Certificate of Trust to 

the extent required under the Delaware Statutory Trust Act, shall become vested with all the rights, 

powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Issuer Trust or any 

successor Relevant Trustee such retiring Relevant Trustee shall upon payment of its charges hereunder 

duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds 

thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities 

and the Issuer Trust.

Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all 

instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all 

such rights, powers and trusts referred to in the preceding paragraph.

No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance 

such successor Relevant Trustee shall be qualified and eligible under this Article VIII.

Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted 

or with which it may be consolidated, or any Person resulting from any merger, conversion or 

consolidation to which such Relevant Trustee shall be a party, or any Person, succeeding to all or 

substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such 

Relevant Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this 

Article VIII, without the execution or filing of any paper or any further act on the part of any of the 

parties hereto, other than the filing of an amendment to the Certificate of Trust to the extent required 

under the Delaware Statutory Trust Act.
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Section 8.13 Preferential Collection of Claims Against Depositor or Issuer Trust.

If and when the Property Trustee shall be or become a creditor of the Depositor or the Issuer 

Trust (or any other obligor upon the Capital Securities), the Property Trustee shall be subject to the 

provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or the Issuer 

Trust (or any such other obligor).

Section 8.14 Trustee May File Proofs of Claim.

In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, 

adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other 

obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their 

creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then 

be due and payable and irrespective of whether the Property Trustee shall have made any demand on the 

Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest 

extent permitted by law, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in 

respect of the Trust Securities and to file such other papers or documents as may be necessary or 

advisable in order to have the claims of the Property Trustee (including any claim for the reasonable 

compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and 

of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such 

claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or 

other similar official in any such judicial proceeding is hereby authorized by each Holder to make such 

payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of 

such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable 

compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and 

any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or 

consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment 

or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the 

Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 8.15 Reports by Property Trustee.

(a) Not later than February 28 of each year commencing with 2010, the Property Trustee 

shall transmit to all Holders in accordance with Section 10.8, and to the Depositor, a brief report dated as 

of the immediately preceding December 31 with respect to:

(i) its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge 

it has continued to be eligible under said Section, a written statement to such effect; and

(ii) any change in the property and funds in its possession as Property Trustee since 

the date of its last report and any action taken by the Property Trustee in the performance of its 

duties hereunder which it has not previously reported and which in its opinion materially affects 

the Trust Securities.
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(b) In addition, the Property Trustee shall transmit to Holders such reports concerning the 

Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust 

Indenture Act at the times and in the manner provided pursuant thereto.

(c) A copy of each such report shall, at the time of such transmission to Holders, be filed by 

the Property Trustee with each national stock exchange, the Nasdaq National Market or such other 

exchange, interdealer quotation system or self-regulatory organization upon which the Trust Securities are 

listed or traded, with the Commission and with the Depositor.

Section 8.16 Reports to the Property Trustee.

Each of the Depositor and the Administrative Trustees shall provide to the Property Trustee such 

documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the 

compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner 

and at the times required by Section 314 of the Trust Indenture Act. The Depositor and the 

Administrative Trustees shall annually file with the Property Trustee a certificate specifying whether such 

Person is in compliance with all of the terms and covenants applicable to such Person hereunder.

Delivery of such reports, information and documents to the Property Trustee is for informational 

purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any 

information contained therein or determinable from information contained therein, including the 

Depositor’s compliance with any of its covenants hereunder (as to which the Property Trustee is entitled 

to rely exclusively on Officers’ Certificates).

Section 8.17 Evidence of Compliance with Conditions Precedent.

Each of the Depositor and the Administrative Trustees shall provide to the Property Trustee such 

evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement that 

relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or 

opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall 

be given in the form of an Officers’ Certificate.

Section 8.18 Number of Issuer Trustees.

(a) The number of Issuer Trustees shall be four, unless the Property Trustee also acts as the 

Delaware Trustee, in which case the number of Issuer Trustees may be three.

(b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The 

vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to 

perform the duties of an Issuer Trustee shall not operate to annul or dissolve the Issuer Trust.

Section 8.19 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent with applicable law, 

delegate to any other natural person over the age of 21 his or her power for the purpose of executing any 

documents contemplated in Section 2.7(a) or making any governmental filing; and

(b) The Administrative Trustees shall have power to delegate from time to time to such of 

their number the doing of such things and the execution of such instruments either in the name of the 
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Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may 

deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the 

provisions of this Trust Agreement.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1 Dissolution Events.

The first to occur of any of the following events is a “Dissolution Event”:

(a) the occurrence of a Depositor Bankruptcy Event in respect of, or the dissolution or 

liquidation of, the Depositor, in its capacity as the Holder of the Common Securities, unless the Depositor 

shall transfer the Common Securities as provided by Section 5.10, in which case this provision shall refer 

instead to any such successor Holder of the Common Securities;

(b) the written direction to the Property Trustee from all of the Holders of the Common 

Securities at any time to dissolve the Issuer Trust and to distribute the Debentures to Holders in exchange 

for the Capital Securities (which direction is optional and wholly within the discretion of the Holders of 

the Common Securities);

(c) the redemption of all of the Capital Securities in connection with the redemption or 

repayment of all the Debentures; and

(d) the entry of an order for dissolution of the Issuer Trust by a court of competent 

jurisdiction.

Section 9.2 Dissolution.

The respective obligations and responsibilities of the Issuer Trustees and the Issuer Trust created 

and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the 

Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the 

Issuer Trust pursuant to Section 9.3, or upon the redemption of all of the Trust Securities pursuant to 

Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all 

administrative duties of the Administrative Trustees, including the performance of any tax reporting 

obligations with respect to the Issuer Trust or the Holders.

Section 9.3 Liquidation.

(a) If a Dissolution Event specified in clause (a), (b) or (d) of Section 9.1 occurs, the Issuer 

Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be 

possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by 

applicable law, to each Holder a Like Amount of Debentures, subject to Section 9.3(d). Notice of 

liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 

30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s 

address appearing in the Securities Register. All such notices of liquidation shall:

(i) state the CUSIP Number of the Trust Securities;

(ii) state the Liquidation Date;
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(iii) state that from and after the Liquidation Date, the Trust Securities will no longer 

be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange 

will be deemed to represent a Like Amount of Debentures, or if Section 9.3(d) applies, a right to 

receive a Liquidating Distribution; and

(iv) provide such information with respect to the mechanics by which Holders may 

exchange Trust Securities Certificates for Debentures, or if Section 9.3(d) applies, receive a 

Liquidation Distribution, as the Property Trustee (after consultation with the Administrative 

Trustees) shall deem appropriate.

(b) Except where Section 9.1(c) or 9.3(d) applies, in order to effect the liquidation of the 

Issuer Trust and distribution of the Debentures to Holders, the Property Trustee, either itself acting as 

exchange agent or through the appointment of a separate exchange agent, shall establish a record date for 

such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such 

procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the 

Outstanding Trust Securities Certificates.

(c) Except where Section 9.1(c) or 9.3(d) applies, after the Liquidation Date, (i) the Trust 

Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of 

Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such Certificates 

to the exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures 

listed on a national stock exchange, the Nasdaq National Market or such other exchange, interdealer 

quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Trust 

Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of 

Debentures bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid 

Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such 

certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust 

Securities Certificates with respect to such Debentures) and (v) all rights of Holders holding Trust 

Securities will cease, except the right of such Holders to receive Debentures upon surrender of Trust 

Securities Certificates.

(d) If, notwithstanding the other provisions of this Section 9.3, whether because of an order 

for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in 

the manner provided herein is determined by the Property Trustee not to be practical, or if a Dissolution 

Event specified in Section 9.1(c) occurs, the Trust Property shall be liquidated, and its affairs wound-up, 

by the Property Trustee in such manner as the Property Trustee determines. In such event, Holders will 

be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after 

satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to 

the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date 

of payment (such amount being the “Liquidation Distribution”). If, upon any such winding up, the 

Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available 

to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the 

amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon 

Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation 

Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Capital 

Securities, except that, if a Debenture Event of Default specified in Section 5.01(1) or 5.01(2) of the 

Indenture has occurred and is continuing, the Capital Securities shall have a priority over the Common 

Securities as provided in Section 4.3.
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Section 9.4 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.

The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or 

convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other 

body, except pursuant to this Section 9.4 or Section 9.3. At the request of the Holders of the Common 

Securities, with the consent of the Administrative Trustees, but without the consent of the Holders of the 

Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, 

consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets 

substantially as an entirety to a trust organized as such under the laws of any state or Puerto Rico; 

provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer 

Trust with respect to the Capital Securities, or (b) substitutes for the Capital Securities other securities 

having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the 

Successor Securities have the same priority as the Capital Securities with respect to distributions and 

payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing 

substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) 

the Successor Securities are listed, or any Successor Securities will be listed upon notice of issuance, on a 

national securities exchange, the Nasdaq National Market or such other exchange, interdealer quotation 

system of self-regulatory organization as the Capital Securities are then listed, if any, (iv) such merger, 

consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital 

Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical 

rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or 

lease does not adversely affect the rights, preferences and privileges of the holders of the Capital 

Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a 

purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, 

amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of 

Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, 

transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the 

Capital Securities (including any Successor Securities) in any material respect, and (b) following such 

merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust 

nor such successor entity will be required to register as an “investment company” under the Investment 

Company Act, and (viii) the Depositor or its permitted transferee owns all of the Common Securities of 

such successor entity and guarantees the obligations of such successor entity under the Successor 

Securities at least to the extent provided by the Guarantee Agreement. Notwithstanding the foregoing, the 

Issuer Trust shall not, except with the consent of Holders of all of the Capital Securities, consolidate, 

amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets 

substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, 

merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, 

transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or 

classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Limitation of Rights of Holders.

Except as set forth in Section 9.1, the death or incapacity of any Person having an interest, 

beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor 

dissolve or terminate the Trust, nor entitle the legal representatives or heirs of such Person or any Holder 

for such person, to claim an accounting, take any action or bring any proceeding in any court for a 
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partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, 

obligations and liabilities of the parties hereto or any of them.

Section 10.2 Amendment.

(a) This Trust Agreement may be amended from time to time by the Administrative Trustees 

and the Holders of all of the Common Securities, without the consent of any Holder of the Capital 

Securities or any other Issuer Trustees, (i) to cure any ambiguity, correct or supplement any provision 

herein that may be inconsistent with any other provision herein, or to make any other provisions with 

respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with 

the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this 

Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as 

a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income 

tax purposes at all times that any Trust Securities are outstanding or to ensure that the Issuer Trust will 

not be required to register as an “investment company” under the Investment Company Act; provided, 

however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material 

respect the interests of any Holder.

(b) Except as provided in Section 10.2(c), any provision of this Trust Agreement may be 

amended by the Administrative Trustees, the Property Trustee, and the Holders of all of the Common 

Securities and with (i) the consent of Holders of at least a Majority in Liquidation Amount of the Capital 

Securities, and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect that such 

amendment or the exercise of any power granted to the Issuer Trustees in accordance with such 

amendment will not affect the Trust’s status as a grantor trust or cause the Issuer Trust to be taxable as a 

corporation or as other than a grantor trust for United States Federal or Puerto Rico income tax purposes 

or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment 

Company Act.

(c) In addition to and notwithstanding any other provision in this Trust Agreement, without 

the consent of each affected Holder, this Trust Agreement may not be amended to (i) change the amount 

or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any 

Distribution required to be made in respect of the Trust Securities as of a specified date, or (ii) restrict the 

right of a Holder to institute suit for the enforcement of any such payment on or after such date; and 

notwithstanding any other provision herein, without the unanimous consent of the Holders, this 

Section 10.2(c) may not be amended.

(d) Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall 

enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to fail 

or cease to qualify for the exemption from status as an “investment company” under the Investment 

Company Act or to be taxable as a corporation or to be classified as other than a grantor trust for United 

States Federal or Puerto Rico income tax purposes.

(e) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of 

the Depositor and the Administrative Trustees, this Trust Agreement may not be amended in a manner 

that imposes any additional obligation on the Depositor or the Administrative Trustees.

(f) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of 

the Property Trustee, this Trust Agreement may not be amended in a manner that imposes any additional 

obligation on the Property Trustee.
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NY12529:433998.11

(g) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of 

the Delaware Trustee, this Trust Agreement may not be amended in a manner that imposes any additional 

obligation on the Delaware Trustee.

(h) In the event that any amendment to this Trust Agreement is made, the Administrative 

Trustees or the Property Trustee shall promptly provide to the Depositor a copy of such amendment.

(i) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any 

amendment to this Trust Agreement that affects its own rights, duties or immunities under this Trust 

Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ 

Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust 

Agreement.

Section 10.3 Separability.

In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be 

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall 

not in any way be affected or impaired thereby.

Section 10.4 Governing Law.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,

THE ISSUER TRUST, THE DEPOSITOR, AND THE ISSUER TRUSTEES WITH RESPECT TO THIS TRUST 

AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND 

GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS OF 

LAWS PROVISIONS.

Section 10.5 Payments Due on Non-Business Day. 

If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, 

then such payment need not be made on such date but may be made on the next succeeding day that is a 

Business Day, with the same force and effect as though made on the date fixed for such payment, and no 

Distributions shall accumulate on such unpaid amount for the period after such date.

Section 10.6 Successors.

This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the 

Depositor, the Issuer Trust, and any Issuer Trustee, including any successor by operation of law. Except 

in connection with a consolidation, merger or sale involving the Depositor that is permitted under Article 

Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor’s 

obligations hereunder, the Depositor shall not assign its obligations hereunder.

Section 10.7 Headings.

The Article and Section headings are for convenience only and shall not affect the construction of 

this Trust Agreement.

Section 10.8 Reports, Notices and Demands.

Any report, notice, demand or other communication that by any provision of this Trust 

Agreement is required or permitted to be given or served to or upon any Holder or the Depositor may be 
-48-

NY12529:433998.11

given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand 

delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital 

Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and 

(b) in the case of the Holder of the Common Securities or the Depositor, to Popular, Inc., 209 Munoz 

Rivera Avenue, San Juan, Puerto Rico 00918, Attention: Principal Financial Officer, or to such other 

address as may be specified in a written notice by the Holder of the Common Securities or the Depositor, 

as the case may be, to the Property Trustee. Such notice, demand or other communication to or upon a 

Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, 

mailing or transmission. Such notice, demand or other communication to or upon the Depositor shall be 

deemed to have been sufficiently given or made only upon actual receipt of the writing by the Depositor.

Any notice, demand or other communication that by any provision of this Trust Agreement is 

required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware 

Trustee, the Administrative Trustees or the Issuer Trust shall be given in writing addressed to such Person 

as follows: (a) with respect to the Property Trustee, to The Bank of New York Mellon, 101 Barclay St., 

FL. 4-E, New York, New York 10286, Attention: Corporate Trust Administration; (b) with respect to the 

Delaware Trustee, to BNY Mellon Trust of Delaware, [White Clay Center, Route 273, Newark, Delaware 

19711, Attention: •]; (c) with respect to the Administrative Trustees, to them at c/o Popular, Inc., 

Popular Center Building, 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918, marked “Attention: 

Administrative Trustees of Popular Capital Trust III”; and (d) with respect to the Issuer Trust, to its 

principal office specified in Section 2.2, with a copy to the Property Trustee. Such notice, demand or 

other communication to or upon the Issuer Trust, the Property Trustee or the Administrative Trustees 

shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the 

Issuer Trust, the Property Trustee or such Administrative Trustee.

The Property Trustee agrees to accept and act upon instructions or directions pursuant to this 

Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic 

methods; provided, however, that (a) the party providing such written instructions, subsequent to such 

transmission of written instructions, shall provide the originally executed instructions or directions to the 

Property Trustee in a timely manner, and (b) such originally executed instructions or directions shall be 

signed by an authorized representative of the party providing such instructions or directions. If the party 

elects to give the Property Trustee e-mail or facsimile instructions (or instructions by a similar electronic 

method) and the Property Trustee in its discretion elects to act upon such instructions, the Property 

Trustee’s understanding of such instructions shall be deemed controlling. The Property Trustee shall not 

be liable for any losses, costs or expenses arising directly or indirectly from the Property Trustee’s 

reliance upon and compliance with such instructions notwithstanding such instructions conflict or are 

inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to 

assume all risks arising out of the use of such electronic methods to submit instructions and directions to 

the Property Trustee, including without limitation the risk of the Property Trustee acting on unauthorized 

instructions, and the risk or interception and misuse by third parties.

Section 10.9 Agreement Not to Petition.

Each of the Issuer Trustees and the Depositor agree for the benefit of the Holders that, until at 

least one year and one day after the Issuer Trust has been dissolved in accordance with Article IX, they 

shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, 

reorganization or other similar law (including the United States Bankruptcy Code) (collectively, 

“Bankruptcy Laws”) or otherwise join in the commencement of any proceeding against the Issuer Trust 

under any Bankruptcy Law. If the Depositor takes action in violation of this Section 10.9, the Property 

Trustee agrees, for the benefit of Holders, that at the expense of the Depositor, it shall file an answer with 

the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the
-49-

NY12529:433998.11

Issuer Trust or the commencement of such action and raise the defense that the Depositor has agreed in 

writing not to take such action and should be stopped and precluded therefrom and such other defenses, if 

any, as counsel for the Issuer Trustee or the Issuer Trust may assert.

Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are 

required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such 

provisions. Except as otherwise expressly provided herein, if and to the extent that any provision of this 

Trust Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, 

of the Trust Indenture Act, such imposed duties shall control.

(b) The Property Trustee shall be the only Issuer Trustee that is a trustee for the purposes of 

the Trust Indenture Act.

(c) The application of the Trust Indenture Act to this Trust Agreement shall not affect the 

nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets 

of the Issuer Trust.

Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST 

THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY 

SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE 

UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A 

BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS 

OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND 

AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE 

GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE 

AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE 

TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE 

AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH 

OTHERS.

Section 10.12 Counterparts.

This Trust Agreement may contain more than one counterpart of the signature page and this Trust 

Agreement may be executed by the affixing of the signature of each of the Trustees to one of such 

counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they 

shall have the same force and effect as though all of the signers had signed a single signature page.

Section 10.13 Waiver of Jury Trial.

EACH OF THE DEPOSITOR AND THE PROPERTY TRUSTEE HEREBY IRREVOCABLY 

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL 

RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING 

TO THIS AGREEMENT, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.
-50-

NY12529:433998.11

Section 10.14 Force Majeure.

In no event shall the Property Trustee be responsible or liable for any failure or delay in 

the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces 

beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or 

terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, 

loss or malfunctions of utilities, communications or third-party computer (software and hardware) 

services; it being understood that the Property Trustee shall use reasonable efforts which are consistent 

with accepted practices in the banking industry to resume performance as soon as practicable under the 

circumstances.
-51-

NY12529:433998.11

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Trust 

Agreement.

POPULAR, INC.

By:

Name:

Title:

THE BANK OF NEW YORK MELLON,

as Property Trustee

By:

Name:

Title:

BNY MELLON TRUST OF DELAWARE, as 

Delaware Trustee

By:

Name:

Title:

Jorge A. Junquera, as Administrative Trustee

Richard Barrios, as Administrative Trustee
EXHIBIT A

A-1

NY12529:433998.11

CERTIFICATE OF TRUST
EXHIBIT B

B-1

NY12529:433998.11

FORM OF COMMON SECURITIES CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE 

OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE 

TRUST AGREEMENT

Certificate Number _______ Number of Common Securities _______

Certificate Evidencing Common Securities

of Popular Capital Trust III

Fixed Rate Common Securities

(liquidation amount $1,000 per Common Security)

Popular Capital Trust III, a statutory trust created under the laws of the State of Delaware (the 

“Issuer Trust”), hereby certifies that Popular, Inc. (the “Holder”) is the registered owner of 

_______________________ (___________) Common Securities of the Issuer Trust representing 

undivided common beneficial interests in the assets of the Issuer Trust and designated the Fixed Rate 

Common Securities (liquidation amount $1,000 per Common Security) (the “Common Securities”). 

Except in accordance with the Trust Agreement (as defined below), the Common Securities are not 

transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in 

accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and 

other terms and provisions of the Common Securities are set forth in, and this certificate and the Common 

Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, 

the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as of 

August 24, 2009, as the same may be amended from time to time (the “Trust Agreement”), among 

Popular, Inc., as Depositor, The Bank of New York Mellon, as Property Trustee, BNY Mellon Trust of 

Delaware, as Delaware Trustee, and the Holders of Trust Securities, including the designation of the 

terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust 

Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of 

business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement 

and is entitled to the benefits thereunder.

Terms used but not defined herein have the meanings set forth in the Trust Agreement.
B-2

NY12529:433998.11

IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this 

certificate this ____ day of _________, 20__.

POPULAR CAPITAL TRUST III

By:

Name:

Title: Administrative Trustee

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Common Securities referred to in the above mentioned Trust Agreement.

Dated:_____________________

THE BANK OF NEW YORK MELLON,

as Property Trustee

By:

Name:

Title:
EXHIBIT C

NY12529:433998.11

FORM OF CAPITAL SECURITIES CERTIFICATE

[Include if required by Section 5.4 — THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A 

BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR 

ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 

ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD 

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING 

THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR 

PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED 

THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE 

SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE 

SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) 

REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” ( AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR 

OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT 

(A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE 

SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT 

REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR 

THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN 

THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR 

(D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH 

PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE 

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]

[Include if this is a Book-Entry Capital Securities Certificate — This Capital Securities 

Certificate is a Book-Entry Capital Securities Certificate within the meaning of the Trust Agreement 

hereinafter referred to and is registered in the name of a Clearing Agency or a nominee of a Clearing 

Agency. This Capital Securities Certificate is exchangeable for Capital Securities Certificates registered 

in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances 

described in the Trust Agreement and may not be transferred except as a whole by the Clearing Agency to 

a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or 

another nominee of the Clearing Agency, except in the limited circumstances described in the Trust 

Agreement.

Unless this Capital Security Certificate is presented by an authorized representative of The 

Depository Trust Company, a New York Corporation (“DTC”), to Popular Capital Trust III or its agent 

for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered 

in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC 

(and any payment is made to Cede & Co. or to such other entity as is requested by an authorized 

representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR 

OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede 

& Co., has an interest herein.]
C-2

NY12529:433998.11

NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE 

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 

OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A 

“PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON 

OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON 

INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL 

SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR 

HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. 

DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 

95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO 

SUCH PURCHASE OR HOLDING OR THE REQUIREMENTS OF U.S. DEPARTMENT OF LABOR 

REGULATION SECTION 2550.401c-1 ARE SATISFIED SUCH THAT THE CAPITAL SECURITIES 

CERTIFICATE HELD BY THE PURCHASER OR HOLDER DOES NOT CONSTITUTE “PLAN 

ASSETS” AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY 

EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR U.S. DEPARTMENT OF 

LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED WITH ANY REQUEST BY THE 

DEPOSITOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE 

WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR 

HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE 

DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT 

EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH 

SECURITIES ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, OR (B) IS ELIGIBLE 

FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR 

ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING 

OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1.
C-3

NY12529:433998.11

Certificate Number _____ Number of Capital Securities _____

CUSIP NO.

Certificate Evidencing Capital Securities

of 

Popular Capital Trust III

Fixed Rate Capital Securities

(liquidation amount $1,000 per Capital Security)

Popular Capital Trust III, a statutory trust created under the laws of the State of Delaware (the 

“Issuer Trust”), hereby certifies that __________________ (the “Holder”) is the registered owner of 

_________________________________ (____________) Capital Securities of the Trust representing an 

undivided preferred beneficial interest in the assets of the Trust and designated the Popular Capital 

Trust III Fixed Rate Capital Securities (liquidation amount $1,000 per Capital Security) (the “Capital 

Securities”). Subject to the terms of the Trust Agreement (as defined below), the Capital Securities are

transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon 

surrender of this certificate duly endorsed and in proper form for transfer as provided in the Trust 

Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other 

terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital 

Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, 

the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as of 

August 24, 2009, as the same may be amended from time to time (the “Trust Agreement”), among 

Popular, Inc., as Depositor, The Bank of New York Mellon, as Property Trustee, BNY Mellon Trust of 

Delaware, as Delaware Trustee, and the Holders of Trust Securities. The Holder is entitled to the benefits 

of the Guarantee Agreement, dated as of August 24, 2009, as the same may be amended from time to time 

(the “Guarantee Agreement”), by and between Popular, Inc., as Guarantor, and The Bank of New York 

Mellon, as Guarantee Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of the 

Issuer Trust Agreement and the Guarantee Agreement to the Holder without charge upon written request 

to the Issuer Trust at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the 

benefits thereunder.
C-4

NY12529:433998.11

IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this 

certificate this ____ day of _________________.

POPULAR CAPITAL TRUST III

By

Name:

Title: Administrative Trustee
C-5

NY12529:433998.11

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Capital Securities referred to in the above mentioned Trust Agreement.

Dated:_____________________

THE BANK OF NEW YORK MELLON,

as Property Trustee

By:

Name:

Title:

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security to: 

_____________________________________________ (Insert assignee’s social security or tax 

identification number) ___________________ (Insert address and zip code of assignee) and irrevocably 

appoints ____________________ _______________________ agent to transfer this Capital Security 

Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her.

Dated:________________ Signature:_________________________

(Sign exactly as your name

appears on the other side of

this Capital Security

Certificate) The signature(s)

should be guaranteed by an

eligible guarantor institution

(banks, stockbrokers, savings

and loan associations and

credit unions with membership

in an approved signature

guarantee medallion program),

pursuant to S.E.C. Rule 17Ad-15.
B-1

NY12528:381732.5F

ANNEX B

Guarantee Agreement
NY12529:433999.7

GUARANTEE AGREEMENT

by and between

POPULAR, INC.,

as Guarantor

and

THE BANK OF NEW YORK MELLON,

as Guarantee Trustee

relating to

POPULAR CAPITAL TRUST III

Dated as of August 24, 2009
-iNY12529:433999.7

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.1 Definitions ..................................................................................................................... 1

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application. ................................................................................... 4

Section 2.2 List of Holders. .............................................................................................................. 4

Section 2.3 Reports by the Guarantee Trustee. .................................................................................. 5

Section 2.4 Periodic Reports to the Guarantee Trustee. ..................................................................... 5

Section 2.5 Evidence of Compliance with Conditions Precedent. ...................................................... 5

Section 2.6 Events of Default; Waiver. ............................................................................................. 5

Section 2.7 Event of Default; Notice................................................................................................. 5

Section 2.8 Conflicting Interests. ...................................................................................................... 6

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1 Powers and Duties of the Guarantee Trustee. .................................................................. 6

Section 3.2 Certain Rights of Guarantee Trustee. .............................................................................. 7

Section 3.3 Compensation; Indemnity; Fees...................................................................................... 8

ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1 Guarantee Trustee; Eligibility......................................................................................... 9

Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee. ................................. 9

ARTICLE V

GUARANTEE

Section 5.1 Guarantee..................................................................................................................... 10

Section 5.2 Waiver of Notice and Demand...................................................................................... 10

Section 5.3 Obligations Not Affected.............................................................................................. 10

Section 5.4 Rights of Holders. ........................................................................................................ 11

Section 5.5 Guarantee of Payment. ................................................................................................. 11

Section 5.6 Subrogation.................................................................................................................. 12

Section 5.7 Independent Obligations............................................................................................... 12
-iiNY12529:433999.7

ARTICLE VI

COVENANTS AND SUBORDINATION

Section 6.1 Subordination............................................................................................................... 12

Section 6.2 Pari Passu Guarantees. ................................................................................................. 12

ARTICLE VII

TERMINATION

Section 7.1 Termination.................................................................................................................. 12

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Successors and Assigns. ............................................................................................... 13

Section 8.2 Amendments. ............................................................................................................... 13

Section 8.3 Notices......................................................................................................................... 13

Section 8.4 Benefit. ........................................................................................................................ 14

Section 8.5 Governing Law. ........................................................................................................... 14

Section 8.6 Counterparts................................................................................................................. 14

Section 8.7 Incorporation by Reference. ......................................................................................... 14
NY12529:433999.7

GUARANTEE AGREEMENT, dated as of August 24, 2009, between POPULAR, INC., a 

Commonwealth of Puerto Rico corporation (the “Guarantor”), having its principal office at 209 Muñoz 

Rivera Avenue, San Juan, Puerto Rico 00918, and THE BANK OF NEW YORK MELLON, as trustee (the 

“Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital 

Securities (as defined herein) of POPULAR CAPITAL TRUST III, a Delaware statutory trust (the “Issuer 

Trust”).

RECITALS

WHEREAS, pursuant to an Amended and Restated Declaration of Trust and Trust Agreement, of 

even date herewith (the “Trust Agreement”), among Popular, Inc., as Depositor, the Property Trustee, the 

Delaware Trustee, and the Administrative Trustees (each as named therein) and the holders from time to 

time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing 

$935,000,000.00 aggregate Liquidation Amount (as defined in the Trust Agreement) of its Fixed Rate 

Trust Preferred Securities (liquidation amount $1,000 per capital security) (the “Capital Securities”), 

representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms 

set forth in the Trust Agreement; and

WHEREAS, the Capital Securities will be issued by the Issuer Trust, and the proceeds thereof, 

together with the proceeds from the issuance of the Issuer Trust’s Common Securities (as defined herein), 

will be used to purchase the Debentures of the Guarantor, which Debentures will be deposited with The 

Bank of New York Mellon, as Property Trustee under the Trust Agreement, as trust assets; and

WHEREAS, as an incentive for the Holders to purchase Capital Securities, the Guarantor desires 

irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Capital 

Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms 

and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase of Capital Securities by each Holder, which 

purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and 

delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 

For all purposes of this Guarantee Agreement, except as otherwise expressly provided or unless 

the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article, and 

include the plural as well as the singular;

(b) All other terms used herein that are defined in the Trust Indenture Act, either directly or 

by reference therein, have the meanings assigned to them therein;

(c) The words “include,” “includes” and “including” shall be deemed to be followed by the 

phrase “without limitation”;
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(d) All accounting terms used but not defined herein have the meanings assigned to them in 

accordance with United States generally accepted accounting principles;

(e) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers 

to an Article or a Section, as the case may be, of this Guarantee Agreement; and

(f) The words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar 

import refer to this Guarantee Agreement as a whole and not to any particular Article, Section or other 

subdivision.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For the purposes of 

this definition, “control,” when used with respect to any specified Person, means the power to direct the 

management and policies of such Person, directly or indirectly, whether through the ownership of voting 

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings 

correlative to the foregoing.

“Board of Directors” means the board of directors of the Guarantor or any committee of the 

board of directors of the Guarantor, comprised of one or more members of the board of directors of the 

Guarantor or officers of the Guarantor, or both.

“Capital Securities” has the meaning specified in the recitals to this Guarantee Agreement.

“Common Securities” means the securities representing common undivided beneficial interests in 

the assets of the Issuer Trust.

“Debentures” shall have the meaning specified in the Trust Agreement.

“Distributions” shall have the meaning specified in the Trust Agreement.

“Event of Default” means (i) a default by the Guarantor in any of its payment obligations under 

this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains 

unremedied for 30 days.

“Guarantee Agreement” means this Guarantee Agreement, as modified, amended or 

supplemented from time to time.

“Guarantee Payments” means the following payments or distributions, without duplication, with 

respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any 

accumulated and unpaid Distributions required to be paid on the Capital Securities, to the extent the 

Issuer Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price with 

respect to any Capital Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust 

shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary 

dissolution, winding-up or liquidation of the Issuer Trust, unless Debentures are distributed to the 

Holders, the lesser of (a) the Liquidation Distribution with respect to the Capital Securities, to the extent 

that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets 

of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer.

“Guarantee Trustee” means The Bank of New York Mellon, solely in its capacity as Guarantee 

Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has 
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accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each 

such Successor Guarantee Trustee.

“Guarantor” has the meaning specified in the first paragraph of this Guarantee Agreement.

“Holder” means any Holder (as defined in the Trust Agreement) of any Capital Securities; 

provided, however, that in determining whether the holders of the requisite percentage of Capital 

Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the 

Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

“Indenture” means the Junior Subordinated Indenture, dated as of August 24, 2009, between 

Popular, Inc. and The Bank of New York Mellon, N.A., as trustee, as supplemented by the First 

Supplemental Indenture, dated as of August 24, 2009, between Popular, Inc. and The Bank of New York 

Mellon, as the same may be modified, amended or supplemented from time to time.

“Issuer Trust” has the meaning specified in the first paragraph of this Guarantee Agreement.

“Liquidation Distribution” shall have the meaning specified in the Trust Agreement.

“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Liquidation Amount of the Capital Securities” means, except as provided by the 

Trust Indenture Act, Capital Securities representing more than 50% of the aggregate Liquidation Amount 

(as defined in the Trust Agreement) of all Capital Securities then Outstanding (as defined in the Trust 

Agreement).

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman or 

a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such 

Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such 

Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant 

provided for in this Guarantee Agreement shall include:

(a) a statement by each officer signing the Officers’ Certificate that such officer has read the 

covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken 

by such officer in rendering the Officers’ Certificate;

(c) a statement that such officer has made such examination or investigation as, in such 

officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not 

such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of such officer, such condition or covenant has 

been complied with.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint 

venture, association, joint stock company, company, limited liability company, trust, business trust, 

unincorporated association, or government or any agency or political subdivision thereof, or any other 

entity of whatever nature.

“Redemption Price” shall have the meaning set forth in the Trust Agreement.
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“Responsible Officer” means, with respect to the Guarantee Trustee, any Senior Vice President, 

any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, 

any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate 

Trust Department of the Guarantee Trustee and also means, with respect to a particular matter, any other 

officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the 

particular subject.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the 

qualifications to act as Guarantee Trustee under Section 4.1.

“Trust Agreement” means the Amended and Restated Declaration of Trust and Trust Agreement 

of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or 

supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which 

this Guarantee Agreement was executed; provided, however, that in the event the Trust Indenture Act of 

1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such 

amendment, the Trust Indenture Act of 1939 as so amended.

“Vice President,” when used with respect to the Guarantor, means any duly appointed vice 

president, whether or not designated by a number or a word or words added before or after the title “vice 

president.”

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are 

required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such 

provisions.

(b) Except as otherwise expressly provided herein, if and to the extent that any provision of 

this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, 

inclusive, of the Trust Indenture Act, such imposed duties shall control.

(c) The application of the Trust Indenture Act to this Guarantee Agreement shall not affect 

the nature of the Capital Securities as equity securities representing undivided beneficial interests in the 

assets of the Issuer Trust.

Section 2.2 List of Holders.

(a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee 

(a) semiannually, on or before January 31 and July 31 of each year, a list, in such form as the Guarantee 

Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of a 

date not more than 15 days prior to the delivery thereof, and (b) at such other times as the Guarantee 

Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a 

List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to 

the extent such information is in the possession or control of the Guarantor and has not otherwise been 
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received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of 

Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with the requirements of Section 311(a), 

Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Guarantee Trustee.

Not later than February 28 of each year, commencing in 2010, the Guarantee Trustee shall 

provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in 

the form and in the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee 

Agreement shall have been qualified under the Trust Indenture Act, the Guarantee Trustee shall also 

comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports 

and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance 

certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times 

required by Section 314 of the Trust Indenture Act, provided that such documents, reports and 

information shall be required to be provided to the Securities and Exchange Commission only if this 

Guarantee Agreement shall have been qualified under the Trust Indenture Act.

Section 2.5 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such 

conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set 

forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an 

officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ 

Certificate.

Section 2.6 Events of Default; Waiver.

The Holders of at least a Majority in Liquidation Amount of the Capital Securities may, by vote, 

on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its 

consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any 

default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of 

this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of 

Default or impair any right consequent thereon.

Section 2.7 Event of Default; Notice.

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default 

known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, notice of 

any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured 

before the giving of such notice, provided that, except in the case of a default in the payment of a 

Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as 

the board of directors, the executive committee or a trust committee of directors and/or Responsible 

Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the 

interests of the Holders.
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(b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default 

unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the 

administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.

Section 2.8 Conflicting Interests.

The Trust Agreement and the Indenture shall be deemed to be specifically described in this 

Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the 

Trust Indenture Act.

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1 Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the 

Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except to a 

Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to 

act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, 

hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such 

Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be 

effective whether or not conveyancing documents have been executed and delivered pursuant to the 

appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce 

this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default and after the 

curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are 

specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied 

covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of 

Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee 

shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same 

degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the 

circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee 

Trustee from liability for its own negligent action, its own negligent failure to act or its own willful 

misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of 

all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be determined 

solely by the express provisions of this Guarantee Agreement (including pursuant to 

Section 2.1), and the Guarantee Trustee shall not be liable except for the performance of 

such duties and obligations as are specifically set forth in this Guarantee Agreement 

(including pursuant to Section 2.1); and
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(B) in the absence of bad faith on the part of the Guarantee Trustee, the 

Guarantee Trustee may conclusively rely, as to the truth of the statements and the 

correctness of the opinions expressed therein, upon any certificates or opinions furnished 

to the Guarantee Trustee and conforming to the requirements of this Guarantee 

Agreement (but in the case of any such certificates or opinions that by any provision 

hereof or of the Trust Indenture Act are specifically required to be furnished to the 

Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to 

determine whether or not they conform to the requirements of this Guarantee 

Agreement);

(ii) the Guarantee Trustee shall not be liable for any error of judgment made in good 

faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the 

Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment 

was made;

(iii) the Guarantee Trustee shall not be liable with respect to any action taken or 

omitted to be taken by it in good faith in accordance with the direction of the Holders of not less 

than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and 

place of conducting any proceeding for any remedy available to the Guarantee Trustee, or 

exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee 

Agreement; and

(iv) subject to Section 3.1(b), no provision of this Guarantee Agreement shall require 

the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial 

liability in the performance of any of its duties or in the exercise of any of its rights or powers, if 

the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such 

funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or 

adequate indemnity against such risk or liability is not reasonably assured to it.

Section 3.2 Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may rely and shall be fully protected in acting or 

refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, 

notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or 

other paper or document reasonably believed by it to be genuine and to have been signed, sent or 

presented by the proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement 

shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee 

Trustee shall deem it desirable that a matter be proved or established before taking, suffering or 

omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein 

specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an 

Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be 

promptly delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel, and the written advice or 

opinion of such legal counsel with respect to legal matters shall be full and complete
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authorization and protection in respect of any action taken, suffered or omitted to be taken by it 

hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may 

be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The 

Guarantee Trustee shall have the right at any time to seek instructions concerning the 

administration of this Guarantee Agreement from any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise any of the rights 

or powers vested in it by this Guarantee Agreement at the request or direction of any Holder 

unless such Holder shall have provided to the Guarantee Trustee such adequate security and 

indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee against 

the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred 

by it in complying with such request or direction, including such reasonable advances as may be 

requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(v) 

shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its 

obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi) The Guarantee Trustee shall not be bound to make any investigation into the 

facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, 

request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other 

paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or 

investigation into such facts or matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or 

perform any duties hereunder either directly or by or through its agents or attorneys, and the 

Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any 

such agent or attorney appointed by it with due care hereunder.

(viii) Whenever in the administration of this Guarantee Agreement the Guarantee 

Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or 

right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions 

from the Holders, (B) may refrain from enforcing such remedy or right or taking such other 

action until such instructions are received, and (C) shall be protected in acting in accordance with 

such instructions.

(b) No provision of this Guarantee Agreement shall be deemed to impose any duty 

or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, 

duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in 

which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable 

law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No 

permissive power or authority available to the Guarantee Trustee shall be construed to be a duty 

to act in accordance with such power and authority.

Section 3.3 Compensation; Indemnity; Fees.

The Guarantor agrees:

(a) to pay to the Guarantee Trustee from time to time such reasonable compensation 

for all services rendered by it hereunder as may be agreed by the Guarantor and the Guarantee 

Trustee from time to time (which compensation shall not be limited by any provision of law in 

regard to the compensation of a trustee of an express trust);
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(b) except as otherwise expressly provided herein, to reimburse the Guarantee 

Trustee upon request for all reasonable expenses, disbursements and advances incurred or made 

by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement 

(including the reasonable compensation and the expenses and disbursements of its agents and 

counsel), except any such expense, disbursement or advance as may be attributable to its 

negligence or bad faith; and

(c) to indemnify the Guarantee Trustee, any Affiliate of the Guarantee Trustee and 

any officer, director, shareholder, employee, representative or agent of the Guarantee Trustee 

(each, an “Indemnified Person”) for, and to hold each Indemnified Person harmless against, any 

loss, liability or expense incurred without negligence or willful misconduct on the part of the 

Indemnified Person, arising out of or in connection with the acceptance or administration of this 

Guarantee Agreement, including the costs and expenses of defending itself against any claim or 

liability in connection with the exercise or performance of any of its powers or duties hereunder.

The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a 

result of any amount due to it under this Guarantee Agreement. 

The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or 

the resignation or removal of the Guarantee Trustee.

ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1 Guarantee Trustee; Eligibility.

(a) There shall at all times be a Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and 

has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the 

requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports 

of condition at least annually, pursuant to law or to the requirements of its supervising or 

examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the 

Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be 

its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under 

Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in 

Section 4.2.

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the 

meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all 

respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

(a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or removed at any 

time (i) by the Guarantor with or without cause at any time when an Event of Default has not occurred 
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and is continuing, or (ii) by the action of the Holders of a Majority in Liquidation Amount of the Capital 

Securities delivered to the Guarantee Trustee and the Guarantor (x) for cause or (y) if a Debenture Event 

of Default (as defined in the Trust Agreement) shall have occurred and be continuing at any time.

(b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office (without need for 

prior or subsequent accounting) by giving written notice thereof to the Holders and the Guarantor.

(c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee 

Trustee shall have been appointed and shall have accepted such appointment. No removal or resignation 

of a Guarantee Trustee shall be effective until a Successor Guarantee Trustee has been appointed and has 

accepted such appointment by written instrument executed by such Successor Guarantee Trustee and 

delivered to the Guarantor and, in the case of any resignation, the resigning Guarantee Trustee.

(d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment 

as provided in this Section 4.2 within 60 days after delivery to the Holders and the Guarantor of a notice 

of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of 

competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, 

after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

Section 5.1 Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee 

Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and 

when due, regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or 

assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be 

satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the 

Issuer Trust to pay such amounts to the Holders.

Section 5.2 Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any 

liability to which it applies or may apply, presentment, demand for payment, any right to require a 

proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding 

against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all 

other notices and demands.

Section 5.3 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee 

Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of 

the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or 

observance by the Issuer Trust of any express or implied agreement, covenant, term or condition 

relating to the Capital Securities to be performed or observed by the Issuer Trust;
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(b) the extension of time for the payment by the Issuer Trust of any portion of the 

Distributions (other than an extension of time for payment of Distributions that results from the 

extension of any interest payment period on the Debentures as provided in the Indenture), 

Redemption Price, Liquidation Distribution or any other sums payable under the terms of the 

Capital Securities or the extension of time for the performance of any other obligation under,

arising out of, or in connection with, the Capital Securities; 

(c) any failure, omission, delay or lack of diligence on the part of the Holders to 

enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders 

pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust 

granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, 

bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or 

readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the 

assets of the Issuer Trust;

(e) any invalidity of, or defect or deficiency in, the Capital Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or hereby 

incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a legal or 

equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it 

being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be 

absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the consent of, the 

Guarantor with respect to the happening of any of the foregoing.

Section 5.4 Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with 

the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to 

enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation 

Amount of the Capital Securities have the right to direct the time, method and place of conducting any 

proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or 

exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and 

(iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under 

this Guarantee Agreement without first instituting a legal proceeding against the Guarantee Trustee, the 

Issuer Trust or any other Person.

Section 5.5 Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee 

Agreement will not be discharged except by payment of the Guarantee Payments in full (without 

duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Debentures to 

Holders as provided in the Trust Agreement.
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Section 5.6 Subrogation.

The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in 

respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, 

however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be 

entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, 

reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, 

at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If 

any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to 

hold such amount in trust for the Holders and to pay over such amount to the Holders.

Section 5.7 Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of 

the Issuer Trust with respect to the Capital Securities and that the Guarantor shall be liable as principal 

and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement 

notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of 

Section 5.3 hereof.

ARTICLE VI

COVENANTS AND SUBORDINATION

Section 6.1 Subordination.

The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured 

obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt 

(as defined in the Indenture) of the Guarantor to the extent and in the manner set forth in the Indenture 

with respect to the Debentures, and the provisions of Article Eighteen of the Indenture will apply, mutatis 

mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder do 

not constitute Senior Debt (as defined in the Indenture) of the Guarantor.

Section 6.2 Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the 

obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf 

of the holders of preferred or capital securities issued by any statutory trust, (ii) the Indenture and the 

Debt Securities (as defined therein) issued thereunder; (iii) any expense agreements entered into by the 

Guarantor in connection with the offering of preferred or capital securities by any statutory trust, and 

(iv) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari 

passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that 

ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement. 

ARTICLE VII

TERMINATION

Section 7.1 Termination.

This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full 

payment of the Redemption Price of all Capital Securities, (ii) the distribution of Debentures to the 
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Holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in 

accordance with Article IX of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding 

the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case 

may be, if at any time any Holder is required to repay any sums paid with respect to Capital Securities or 

this Guarantee Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, 

assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the 

Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or 

sale involving the Guarantor that is permitted under Article Eight of the Indenture and pursuant to which 

the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the 

Guarantor shall not assign its obligations hereunder, and any purported assignment other than in 

accordance with this provision shall be void.

Section 8.2 Amendments.

Except with respect to any changes that do not adversely affect the rights of the Holders in any 

material respect (in which case no consent of the Holders will be required), this Guarantee Agreement 

may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation 

Amount of the Capital Securities. The provisions of Article VI of the Trust Agreement concerning 

meetings of the Holders shall apply to the giving of such approval.

Section 8.3 Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be 

in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class 

mail as follows:

(a) if given to the Guarantor, to the address or telecopy number set forth below or such other 

address or telecopy number as the Guarantor may give notice to the Guarantee Trustee and the Holders:

Popular, Inc.

209 Muñoz Rivera Avenue 

San Juan, Puerto Rico 00918 

Attention: Treasurer 

Telecopy: (787) 765-9800

(b) if given to the Guarantee Trustee, to the address or telecopy number set forth below or 

such other address or telecopy number as the Guarantee Trustee may give notice to the Guarantor and 

Holders:

The Bank of New York Mellon

101 Barclay Street, FL. 4-E, 

New York, New York 10286
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Attention: Corporate Trust Administration

Telecopy: •

with a copy to:

Popular Capital Trust III 

c/o Popular, Inc. 

209 Muñoz Rivera Avenue 

San Juan, Puerto Rico 00918 

Attention: Administrative Trustees of Popular Capital Trust III 

Telecopy: (787) 765-9800

(c) if given to any Holder, at the address set forth on the books and records of the Issuer 

Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied 

with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other 

document is refused delivery or cannot be delivered because of a changed address of which no notice was 

given, such notice or other document shall be deemed to have been delivered on the date of such refusal 

or inability to deliver.

Section 8.4 Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and is not separately 

transferable from the Capital Securities.

Section 8.5 Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 

WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.6 Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall 

be deemed to be an original, but all such counterparts shall together constitute but one and the same 

instrument.

Section 8.7 Incorporation by Reference.

In connection with its appointment and acting hereunder, the Guarantee Trustee is entitled to all 

rights, privileges, protections, benefits, immunities and indemnities provided to it as Property Trustee 

under the Trust Agreement.
NY12529:433999.7

IN WITNESS WHEREOF, the parties hereto have executed this Guarantee Agreement as of the 

day and year first above written.

POPULAR, INC.,

as Guarantor

By: 

Name: 

Title: 

THE BANK OF NEW YORK MELLON,

as Guarantee Trustee

By: 

Authorized Signature
C-1

NY12528:381732.5F

ANNEX C

First Supplemental Indenture and Indenture
NY12529:434000.11

FIRST SUPPLEMENTAL INDENTURE

between

POPULAR, INC.

and

THE BANK OF NEW YORK MELLON

Dated as of August 24, 2009
NY12529:434000.11

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.1 Definition of Terms........................................................................................................ 1

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1 Designation and Principal Amount. ................................................................................ 3

Section 2.2 No Maturity. .................................................................................................................. 3

Section 2.3 Form and Payment. ........................................................................................................ 3

Section 2.4 Global Debenture. .......................................................................................................... 3

Section 2.5 Interest........................................................................................................................... 5

Section 2.6 Forms of Declaration and Guarantee Agreement............................................................. 5

Section 2.7 Events of Default ........................................................................................................... 5

ARTICLE III

REDEMPTION OF THE DEBENTURES

Section 3.1 Optional Redemption. .................................................................................................... 5

Section 3.2 Redemption Procedures.................................................................................................. 6

Section 3.3 No Sinking Fund. ........................................................................................................... 6

ARTICLE IV

EXTENSION OF INTEREST PAYMENT PERIOD

Section 4.1 Extension of Interest Payment Period. ............................................................................ 6

Section 4.2 Notice of Extension........................................................................................................ 7

Section 4.3 Limitation of Transactions.............................................................................................. 7

ARTICLE V

EXPENSES

Section 5.1 Payment of Expenses...................................................................................................... 7

Section 5.2 Payment Upon Resignation or Removal.......................................................................... 8
NY12529:434000.11

ARTICLE VI

COVENANT TO LIST ON EXCHANGE

Section 6.1 Listing on an Exchange. ................................................................................................. 8

ARTICLE VII

FORM OF DEBENTURE

Section 7.1 Form of Debenture. ........................................................................................................ 9

ARTICLE VIII

ORIGINAL ISSUE OF DEBENTURES

Section 8.1 Original Issue of Debentures. ......................................................................................... 9

ARTICLE IX

MISCELLANEOUS

Section 9.1 Ratification of Indenture................................................................................................. 9

Section 9.2 Trustee Not Responsible for Recitals. ............................................................................. 9

Section 9.3 Governing Law. ............................................................................................................. 9

Section 9.4 Separability. ................................................................................................................... 9

Section 9.5 Counterparts................................................................................................................. 10
NY12529:434000.11

FIRST SUPPLEMENTAL INDENTURE, dated as of August 24, 2009 (the “First Supplemental 

Indenture”), between POPULAR, INC., a Puerto Rico corporation (hereinafter sometimes called the 

“Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee 

(hereinafter sometimes called the “Trustee”) under the Indenture dated as of August 24, 2009 between the 

Company and the Trustee (the “Indenture”).

WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for the 

future issuance of the Company’s unsecured junior subordinated debentures to be issued from time to 

time in one or more series as might be determined by the Company under the Indenture, in an unlimited 

aggregate principal amount which may be authenticated and delivered as provided in the Indenture;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the 

establishment of a new series of such securities to be known as its Fixed Rate Perpetual Junior 

Subordinated Debentures, Series A (the “Debentures”), the form and substance of such Debentures and 

the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this First 

Supplemental Indenture;

WHEREAS, the Company and Popular Capital Trust III, a Delaware statutory trust (the “Trust”), 

propose to exchange for outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series C, $1,000 

liquidation preference per share, of the Company (the “Series C Preferred Stock”) $935,000,000 

aggregate liquidation amount of the Trust’s Fixed Rate Capital Securities (the “Capital Securities”), 

representing preferred undivided beneficial interests in the assets of the Trust, and the Trust proposes to 

use the Series C Preferred Stock, together with the proceeds of the issuance and sale by the Trust to the 

Company of $1,000,000 aggregate liquidation amount of its Fixed Rate Common Securities (the 

“Common Securities”), to purchase $936,000,000 aggregate principal amount of the Debentures; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First 

Supplemental Indenture and all requirements necessary to make this First Supplemental Indenture a valid 

instrument in accordance with its terms, and to make the Debentures, when executed by the Company, 

and authenticated and delivered by the Trustee, the valid obligations of the Company, have been 

performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized 

in all respects.

NOW THEREFORE, in consideration of the purchase and acceptance of the Debentures by the 

Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance 

of the Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees 

with the Trustee as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definition of Terms.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this First 

Supplemental Indenture;

(b) a term defined anywhere in this First Supplemental Indenture has the same meaning 

throughout;
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NY12529:434000.11

(c) the singular includes the plural and vice versa;

(d) a reference to a Section or Article is to a Section or Article of this First Supplemental 

Indenture;

(e) headings are for convenience of reference only and do not affect interpretation;

(f) the following terms have the meanings given to them in the Declaration: (i) Capital 

Securities Certificate; (ii) Delaware Trustee; (iii) Distributions; (iv) Exchange Agreement; (v) Guarantee; 

(vi) Property Trustee; and (vii) Trust Securities; and

(g) the following terms have the meanings given to them in this Section 1.1(g):

“Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with 

respect to the Company as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 

Section 1813(q)), or any successor provision. 

“Common Stock” means the common stock, par value $0.01 per share, of the Company. 

“Compound Interest” shall have the meaning set forth in Section 4.1.

“Coupon Rate” shall have the meaning set forth in Section 2.5(a).

“Creditor” shall have the meaning set forth in Section 5.1.

“Declaration” means the Amended and Restated Declaration of Trust and Trust Agreement of 

Popular Capital Trust III, a Delaware statutory trust, dated as of August 24, 2009.

“Deferred Interest” shall have the meaning set forth in Section 4.1.

“Dissolution Event” means the dissolution of the Trust and distribution of the Debentures held by 

the Property Trustee pro rata to the holders of the Trust Securities in liquidation of such holders’ interests 

in the Trust in accordance with the Declaration, such event to occur at the option of the Company at any 

time upon the terms and conditions set forth in the Declaration.

“Extended Interest Payment Period” shall have the meaning set forth in Section 4.1.

“Global Debenture” shall have the meaning set forth in Section 2.4(a).

“Holder” means any person in whose name at the time a Debenture is registered on the Security 

Register.

“Interest Payment Date” shall have the meaning set forth in Section 2.5(a).

“Interest Period” means the period beginning on (and including) the date of issue and ending on 

(but excluding) the first Interest Payment Date and each successive period beginning on (and including) 

the Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

“Non Book-Entry Capital Securities” shall have the meaning set forth in Section 2.4(a).

“Redemption Price” shall have the meaning set forth in Section 3.1.
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NY12529:434000.11

“Special Redemption Event” means a Tax Event, Investment Company Event or a Capital 

Treatment Event, as the case may be.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1 Designation and Principal Amount.

There is hereby authorized a series of Debt Securities designated as the “Fixed Rate Perpetual 

Junior Subordinated Debentures, Series A”, in aggregate principal amount of $936,000,000. 

Section 2.2 No Maturity.

The Debentures shall be perpetual, but shall be redeemable as provided in Article III and subject 

to acceleration as provided in Article V of the Indenture.

Section 2.3 Form and Payment.

Except as provided in Section 2.4, the Debentures shall be issued in fully registered certificated 

form without interest coupons. Principal and interest on the Debentures issued in certificated form will be 

payable, the transfer of such Debentures will be registrable and such Debentures will be exchangeable for 

Debentures bearing identical terms and provisions at the office or agency of the Trustee in New York, 

New York; provided, however, that payment of interest may be made at the option of the Company by 

check mailed to the Holder entitled thereto at such address as shall appear in the Security Register or by 

wire transfer to an account appropriately designated by the Holder entitled thereto. Notwithstanding the 

foregoing, so long as the Holder of any Debentures is the Property Trustee, the payment of the principal 

of and interest (including Compound Interest and Additional Interest, if any) on such Debentures held by 

the Property Trustee will be made at such place and to such account as may be designated by the Property 

Trustee.

Section 2.4 Global Debenture.

(a) In connection with a Dissolution Event,

(i) the Debentures in certificated form may be presented to the Trustee by 

the Property Trustee in exchange for a global Debenture in an aggregate 

principal amount equal to the aggregate principal amount of all 

outstanding Debentures (a “Global Debenture”), to be registered in the 

name of the Depositary, or its nominee, and delivered by the Trustee to 

the Depositary for crediting to the accounts of its participants pursuant to 

the instructions of the Administrative Trustees. The Company upon any 

such presentation shall execute a Global Debenture in such aggregate 

principal amount and deliver the same to the Trustee for authentication 

and delivery in accordance with the Indenture and this First 

Supplemental Indenture. Payments on the Debentures issued as a Global 

Debenture will be made to the Depositary; and 

(ii) if any Capital Securities are held in non book-entry certificated form 

(“Non Book-Entry Capital Securities”), the Debentures in certificated 

form may be presented to the Trustee by the Property Trustee and any 
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NY12529:434000.11

Capital Security Certificate which represents Non Book-Entry Capital 

Securities will be deemed to represent beneficial interests in Debentures 

presented to the Trustee by the Property Trustee having an aggregate 

principal amount equal to the aggregate liquidation amount of the Non 

Book-Entry Capital Securities until such Capital Security Certificates are 

presented to the Security registrar for transfer or reissuance, at which 

time such Non Book-Entry Capital Security Certificates will be canceled 

and a Debenture, registered in the name of the holder of the Capital 

Security Certificate or the transferee of the holder of such Capital 

Security Certificate, as the case may be, with an aggregate principal 

amount equal to the aggregate liquidation amount of the Capital Security 

Certificate canceled, will be executed by the Company and delivered to 

the Trustee for authentication and delivery in accordance with the 

Indenture and this First Supplemental Indenture. Any Debentures 

exchanged for Capital Securities represented by a Capital Securities 

Certificate bearing the legend set forth in Section 5.4 of the Declaration 

shall bear such legend and the last paragraph of such Section 5.4 shall 

apply, mutatis mutandis, to such Debentures. On issue of such 

Debentures, Debentures with an equivalent aggregate principal amount 

that were presented by the Property Trustee to the Trustee will be 

deemed to have been canceled.

(b) A Global Debenture may be transferred, in whole but not in part, only by the Depositary 

to another nominee of the Depositary or by a nominee of the Depositary to the Depositary or another 

nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a 

nominee of such successor Depositary. The Depositary shall initially be The Depository Trust Company, 

New York, New York.

(c) Except as otherwise provided in or pursuant to this First Supplemental Indenture, a 

Global Debenture shall be exchangeable for Debentures in definitive registered form only if (i) the 

Depositary notifies the Company that it is unwilling or unable to continue as Depositary and a successor 

Depositary is not appointed by the Company within 90 days of the date the Company is so informed in 

writing or becomes aware of such condition, (ii) the Depository ceases to be registered as a “clearing 

agency” under the Securities Exchange Act of 1934, as amended, (iii) an Event of Default, as defined in 

the Indenture, has occurred and is continuing with respect to the Debentures, or (iv) the Company, in its 

sole discretion determines that the Debentures shall no longer be represented by such Global Debenture. 

Upon the occurrence of any of (i) through (iv) above, the Company shall execute, and, subject to Article 

II of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and deliver the 

Debentures in definitive registered form without coupons, in authorized denominations, and in an 

aggregate principal amount equal to the principal amount of the Global Debenture in exchange for such 

Global Debenture. In the event the Company determines that the Debentures shall no longer be 

represented by a Global Debenture pursuant to clause (iv) above, the Company shall execute, and, subject 

to Section 3.05 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such 

determination by the Company, shall authenticate and deliver the Debentures in definitive registered form 

without coupons, in authorized denominations, and in an aggregate principal amount equal to the 

principal amount of the Global Debenture in exchange for such Global Debenture. Upon the exchange of 

the Global Debenture for such Debentures in definitive registered form without coupons, in authorized 

denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive 

registered form issued in exchange for the Global Debenture shall be registered in such names and in such 

authorized denominations as the Depositary, pursuant to instructions from its direct or indirect 
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NY12529:434000.11

participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the 

Depositary for delivery to the Persons in whose names such Debt Securities are so registered.

Section 2.5 Interest.

(a) Each Debenture will bear interest at a rate of (A) 5.00% per annum for the period from 

and including August 24, 2009 to but excluding December 5, 2013 and (B) 9.00% per annum thereafter 

(the “Coupon Rate”) until the principal thereof is paid or made available for payment, and to the extent 

that payment of such interest is enforceable under applicable law, on any overdue installment of interest 

at the applicable Coupon Rate, compounded quarterly, payable quarterly in arrears on each February 15, 

May 15, August 15 and November 15 (each, an “Interest Payment Date”), commencing on November 15, 

2009, to the Person in whose name such Debenture or any predecessor Debenture is registered at the close 

of business on the relevant record date, which will be, as long as the Capital Securities are in book-entry 

form (or if no Capital Securities remain outstanding, as long as the Debentures remain in book-entry 

form), one Business Day prior to the relevant Interest Payment Date and, in the event the Capital 

Securities are not in book-entry form (or if no Capital Securities remain outstanding, in the event the 

Debentures are not in book-entry form), the last day of the month next preceding each Interest Payment 

Date, except as otherwise provided pursuant to the provisions of Article IV.

(b) The amount of interest payable for any period less than a full quarterly interest period 

shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in 

a partial month in such period. The amount of interest payable for any full quarterly interest period shall 

be computed by dividing the applicable rate per annum by four. In the event that any date on which 

interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date 

will be made on the next succeeding day which is a Business Day (and without any interest or other 

payment in respect of any such delay).

Section 2.6 Forms of Declaration and Guarantee Agreement.

The Declaration shall be substantially in the form set forth in Exhibit B and the Guarantee 

Agreement shall be substantially in the form set forth in Exhibit C.

Section 2.7 Events of Default

The Event of Default described in Section 5.01(4) of the Indenture shall not apply to the 

Debentures.

ARTICLE III

REDEMPTION OF THE DEBENTURES

Section 3.1 Optional Redemption.

The Debentures are redeemable at the option of the Company at any time (including upon the 

occurrence and during the continuation of any Special Redemption Event), subject to the approval of the 

Appropriate Federal Banking Agency, at a redemption price (the “Redemption Price”) equal to 100% of 

the principal amount thereof, plus accrued and unpaid interest thereon (including Compound Interest, if 

any) to the date of redemption.
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NY12529:434000.11

Section 3.2 Redemption Procedures.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the 

redemption date to each Holder of Debentures to be prepaid at its registered address. Unless the Company 

defaults in payment of the Redemption Price, on and after the redemption date interest shall cease to 

accrue on such Debentures called for redemption. If the Debentures are only partially redeemed pursuant 

to Section 3.1, the Debentures will be redeemed pro rata or by lot or by any other method utilized by the 

Trustee; provided that if at the time of redemption the Debentures are registered as a Global Debenture, 

the Depositary shall determine, in accordance with its procedures, the principal amount of such 

Debentures held by each Depositary participant to be redeemed. The Redemption Price shall be paid 

prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the 

Company determines; provided that the Company shall deposit with the Trustee an amount sufficient to 

pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be 

paid.

Section 3.3 No Sinking Fund.

The Debentures are not entitled to the benefit of any sinking fund.

ARTICLE IV

EXTENSION OF INTEREST PAYMENT PERIOD

This Article IV and the provisions set forth in the form of Debenture, but not the provisions of 

Section 3.13 of the Indenture, shall apply to the deferral of interest on the Debentures: 

Section 4.1 Extension of Interest Payment Period.

Provided that no Event of Default has occurred and is continuing, the Company shall have the 

right, at any time and from time to time during the term of the Debentures, to defer payments of interest 

by extending the interest payment period of such Debentures for a period not exceeding 20 consecutive 

quarterly periods (the “Extended Interest Payment Period”), during which Extended Interest Payment 

Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the 

payment of which has been deferred because of the extension of the interest payment period pursuant to 

this Section 4.1, will bear interest thereon at the Coupon Rate compounded quarterly for each quarter of 

the Extended Interest Payment Period (“Compound Interest”). At the end of the Extended Interest 

Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures, including any 

Compound Interest (together, “Deferred Interest”) that shall be payable to the Holders in whose names 

the Debentures are registered in the Security Register on the record date for the first Interest Payment 

Date after the end of the Extended Interest Payment Period. Before the termination of any Extended 

Interest Payment Period, the Company may further extend such period, provided that such period together 

with all such previous or further extensions thereof shall not exceed 20 consecutive quarterly periods. 

Upon the termination of any Extended Interest Payment Period and upon the payment of all Deferred 

Interest then due, the Company may commence a new Extended Interest Payment Period, subject to the 

foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, 

except at the end thereof, but the Company may prepay at any time all or any portion of the interest 

accrued during an Extended Interest Payment Period.
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NY12529:434000.11

Section 4.2 Notice of Extension.

(a) If the Property Trustee is the only registered Holder at the time the Company selects an 

Extended Interest Payment Period, the Company shall give written notice to the Property Trustee and the 

Trustee of its selection of such Extended Interest Payment Period one Business Day before the earlier of 

(i) the next succeeding date on which Distributions on the Trust Securities issued by the Trust are 

payable, or (ii) if the Debentures are then listed on the Nasdaq National Market or other national 

securities exchange, the date the Company is required to give notice of the record date, or the date such 

Distributions are payable to such organization or to holders of the Capital Securities issued by the Trust.

(b) If the Property Trustee is not the only Holder at the time the Company selects an 

Extended Interest Payment Period, the Company shall give the Holders of the Debentures notice of its 

election of such Extended Interest Payment Period not later than the tenth Business Day prior to the next 

succeeding Interest Payment Date; provided that if the Debentures are then listed on the Nasdaq National 

Market or other national securities exchange and the Company is required to give notice of the record 

date or the Interest Payment Date to such organization or to Holders of the Debentures prior to such date, 

the Company shall give notice of its election at least one Business Day prior to the date it is required to 

give such notice of the record date.

(c) The quarterly period in which any notice is given pursuant to paragraphs (a) or (b) of this 

Section 4.2 shall be counted as one of the 20 quarterly periods permitted in the maximum Extended 

Interest Payment Period permitted under Section 4.1.

Section 4.3 Limitation of Transactions.

If the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and 

the Extended Interest Payment Period is continuing, the Company shall be subject to the limitations set 

forth in Section 10.08 of the Indenture.

ARTICLE V

EXPENSES

Section 5.1 Payment of Expenses.

In connection with the offering, sale and issuance of the Debentures to the Property Trustee and 

in connection with the sale of the Trust Securities by the Trust (including the exchange of the Capital 

Securities for the Series C Preferred Stock), the Company, in its capacity as borrower with respect to the 

Debentures, shall:

(a) pay all costs and expenses relating to the offering, sale and issuance of the Trust 

Securities and the Debentures, including any exchange fees payable pursuant to the Exchange Agreement 

and compensation of the Trustee under the Indenture in accordance with the provisions of Section 6.07 of 

the Indenture;

(b) be responsible for and shall pay all debts and obligations (other than with respect to the 

Trust Securities) and all costs and expenses of the Trust (including, but not limited to, costs and expenses 

relating to the organization, maintenance and dissolution of the Trust, the fees and expenses (including 

reasonable counsel fees and expenses) of the Property Trustee, the Delaware Trustee and the 

Administrative Trustees (including any amounts payable under Article VIII of the Declaration), the costs 

and expenses relating to the operation of the Trust, including without limitation, costs and expenses of 
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NY12529:434000.11

accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and 

computing or accounting equipment, paying agent(s), exchange rate agent(s), registrar(s), transfer 

agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses 

incurred in connection with the acquisition, financing, and disposition of Trust assets and the enforcement 

by the Property Trustee of the rights of the holders of the Capital Securities issued by the Trust);

(c) be liable for any indemnification obligations arising with respect to the Declaration; and 

(d) pay any and all taxes (other than United States and Puerto Rico withholding taxes 

attributable to the Trust or its assets) and all liabilities, costs and expenses with respect to such taxes of 

the Trust.

The Company’s obligations under this Section 5.1 shall be for the benefit of, and shall be 

enforceable by, any Person to whom such debts, obligations, costs, expenses and taxes are owed (a 

“Creditor”) whether or not such Creditor has received notice hereof. Any such Creditor may enforce the 

Company’s obligations under this Section 5.1 directly against the Company and the Company irrevocably 

waives any right of remedy to require that any such Creditor take any action against the Trust or any other 

Person before proceeding against the Company. The Company agrees to execute such additional 

agreements as may be necessary or desirable in order to give full effect to the provisions of this 

Section 5.1.

The provisions of this Section shall survive the resignation or removal of the Trustee and the 

satisfaction and discharge of this Supplemental Indenture.

Section 5.2 Payment Upon Resignation or Removal.

Upon termination of this First Supplemental Indenture or the Indenture or the removal or 

resignation of the Trustee, unless otherwise stated, the Company shall pay to the Trustee all amounts 

accrued to the date of such termination, removal or resignation that are payable pursuant to Section 6.07 

of the Indenture. Upon termination of the Declaration or the removal or resignation of the Delaware 

Trustee or the Property Trustee, as the case may be, pursuant to Section 8.10 of the Declaration, the 

Company shall pay to the Delaware Trustee or the Property Trustee, as the case may be, all amounts 

accrued to the date of such termination, removal or resignation.

ARTICLE VI

COVENANT TO LIST ON EXCHANGE

Section 6.1 Listing on an Exchange.

If the Debentures are distributed to the holders of the Trust Securities issued by the Trust, and the 

Capital Securities are then so listed, the Company will use its commercially reasonable efforts to list such 

Debentures on the Nasdaq National Market or with another organization on which the Capital Securities 

of the Trust are then listed.
-9-

NY12529:434000.11

ARTICLE VII

FORM OF DEBENTURE

Section 7.1 Form of Debenture.

The Debentures, and the Trustee’s Certificate of Authentication to be endorsed thereon, are to be 

substantially in the forms attached hereto as Exhibit A.

ARTICLE VIII

ORIGINAL ISSUE OF DEBENTURES

Section 8.1 Original Issue of Debentures.

Debentures in the aggregate principal amount of $936,000,000, may, upon execution of this First 

Supplemental Indenture or upon any written order of the Company setting forth the amount therefor, be 

executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon 

authenticate and deliver said Debentures to or upon the written order of the Company, signed by its 

Chairman of the Board, its President, any Senior Executive Vice President, any Executive Vice President 

or any Senior Vice President and its Secretary or any Assistant Secretary, without any further action by 

the Company.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Ratification of Indenture.

The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified 

and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner 

and to the extent herein and therein provided.

Section 9.2 Trustee Not Responsible for Recitals.

The recitals herein contained are made by the Company and not by the Trustee, and the Trustee 

assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the 

validity or sufficiency of this First Supplemental Indenture.

Section 9.3 Governing Law.

This First Supplemental Indenture and each Debenture shall be deemed to be a contract made 

under the internal laws of the State of New York, and for all purposes shall be construed in accordance 

with the laws of such State without regard to conflicts of laws principles.

Section 9.4 Separability.

In case any one or more of the provisions contained in this First Supplemental Indenture or in the 

Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect, such 

invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental 

Indenture or of the Debentures, but this First Supplemental Indenture and the Debentures shall be 
-10-

NY12529:434000.11

construed as if such invalid or illegal or unenforceable provision had never been contained herein or 

therein.

Section 9.5 Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which 

shall be an original, but such counterparts shall together constitute but one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-11-

NY12529:434000.11

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be 

duly executed by their respective officers thereunto duly authorized as of the day and year first above 

written.

POPULAR, INC.

By: 

Name: 

Title: 

THE BANK OF NEW YORK MELLON,

as Trustee

By: 

Authorized Signature
NY12529:434000.11

EXHIBIT A

(FORM OF FACE OF DEBENTURE)

The following legend applies if this Security is a Global Security: Unless this certificate is 

presented by an authorized representative of The Depository Trust Company, a New York corporation 

(“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate 

issued is registered in the name of Cede & Co. or in such other name as requested by an authorized 

representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an 

authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR 

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered 

owner hereof, Cede & Co., has an interest herein.

This Security is not a deposit or other obligation of a depository institution and is not insured by 

the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

CUSIP NO. __________ PRINCIPAL AMOUNT: $

REGISTERED NO. 

POPULAR, INC.

Fixed Rate Perpetual Junior Subordinated Debentures, Series A

POPULAR, INC., a corporation duly organized and existing under the laws of the 

Commonwealth of Puerto Rico (hereinafter called the “Company,” which term includes any successor 

corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to 

____________________ , or registered assigns, interest on the principal sum of ____________________ 

Dollars ($______________) from August 24, 2009 or from the most recent Interest Payment Date to 

which interest has been paid or duly provided for quarterly (subject to deferral as set forth herein) on 

February 15, May 15, August 15 and November 15 of each year commencing November 15, 2009, at a 

rate of (A) 5.00% per annum for the period from and including August 24, 2009 to but excluding 

December 5, 2013 and (B) 9.00% per annum thereafter (the “Coupon Rate”), together with Additional 

Sums, if any, as provided in Section 10.07 of the Indenture, until the principal hereof is paid or made 

available for payment; provided, however, that any overdue installment of interest (after giving effect to 

any Extension Period permitted by this Security) shall bear Additional Interest at the Coupon Rate (to the 

extent that the payment of such interest shall be legally enforceable), compounded quarterly, from the 

date such installment was due until it is paid or made available for payment. The amount of interest 

payable for any period less than a full quarterly interest period shall be computed on the basis of a 360-

day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The 

amount of interest payable for any full quarterly interest period shall be computed by dividing the 

applicable rate per annum by four. The interest so payable, and punctually paid or duly provided for, on 

any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this 

Security (or one or more Predecessor Securities) is registered at the close of business on the Regular 

Record Date for such interest, which shall be the last calendar day (whether or not a Business Day, as 

defined below) of the month next preceding such Interest Payment Date. If an Interest Payment Date is 

not a Business Day, interest on this Security shall be payable on the next day that is a Business Day, with 

the same force and effect as if made on such Interest Payment Date, and without any interest or other 

payment with respect to the delay. “Business Day” as used hereinabove is a day other than a Saturday, a 

Sunday or any other day on which banking institutions in San Juan, Puerto Rico, Wilmington, Delaware 

or New York, New York are authorized or required by law, regulation or executive order to remain closed 

or are customarily closed.
A-2

NY12529:434000.11

Any interest not punctually paid or duly provided for will forthwith cease to be payable to the 

Holder on such Regular Record Date and may either be paid to the Person in whose name this Security 

(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for 

the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to 

Holders of Securities of this series not more than 15 days and not less than 10 days prior to such Special 

Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of 

any securities exchange on which the Securities of this series may be listed, and upon such notice as may 

be required by such exchange, all as more fully provided in the Indenture.

So long as no Event of Default has occurred and is continuing, the Company shall have the right, 

at any time during the term of this Security, from time to time to defer the payment of interest on this 

Security for up to 20 consecutive quarterly interest payment periods with respect to each deferral period 

(each an “Extension Period”), during which Extension Period the Company shall have the right to make a 

partial payment of interest on any Interest Payment Date, at the end of which the Company shall pay all 

interest then accrued and unpaid including any Additional Interest, as provided below; provided, however,

that no Extension Period may end other than at the end of a full quarterly interest period; and provided, 

further, however, that during any such Extension Period, the Company shall not (i) make any payment of 

principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the 

Company that rank pari passu in all respects with or junior in interest to this Security (except for any 

partial payments of interest with respect to and permitted under the Securities of this series), or 

(ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation 

payment with respect to, any of the Company’s capital stock (other than (a) repurchases, redemptions or 

other acquisitions of shares of capital stock of the Company in connection with any employment contract, 

benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, 

directors, consultants or independent contractors, in connection with a dividend reinvestment or 

stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or 

securities convertible into or exercisable for such capital stock) as consideration in an acquisition 

transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange, 

redemption or conversion of any class or series of the Company’s capital stock (or any capital stock of a 

subsidiary of the Company) for any other class or series of the Company’s capital stock or of any class or 

series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the 

purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or 

exchange provisions of such capital stock or the security being converted or exchanged, (d) any 

declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other 

property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments 

by the Company under the Guarantee Agreement, or (f) any dividend in the form of stock, warrants, 

options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, 

options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu

with or junior to such stock). Prior to the termination of any such Extension Period, the Company may 

extend such Extension Period and further defer the payment of interest, provided that no Extension Period 

shall exceed 20 consecutive quarterly interest payment periods or end other than at the end of a full 

quarterly interest period. Upon the termination of any such Extension Period and upon the payment of all 

accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the 

Company may elect to begin a new Extension Period, subject to the above conditions. No interest or 

Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but 

each installment of interest that would otherwise have been due and payable during such Extension Period 

shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) 

at the Coupon Rate, compounded quarterly and calculated as set forth in the first paragraph of this 

Security, from the dates on which amounts would otherwise have been due and payable until paid or 

made available for payment. The Company shall give the Holder of this Security and the Trustee notice 

of its election to begin any Extension Period at least one Business Day prior to the next succeeding 
A-3

NY12529:434000.11

Interest Payment Date on which interest on this Security would be payable but for such deferral or, so 

long as such Securities are held by or on behalf of Popular Capital Trust III, at least one Business Day 

prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such 

Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of 

such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the 

date such Distributions are payable.

Payment of interest, including Additional Interest, on this Security will be made in immediately 

available funds at the office or agency of the Company maintained for that purpose in the City of San 

Juan, Puerto Rico, in such coin or currency of the United States of America as at the time of payment is 

legal tender for payment of public and private debts; provided, however, that, at the option of the 

Company, payment of interest may be paid by check mailed to the Person entitled thereto at such Person’s 

last address as it appears in the Security Register or, upon written request of a Holder of $1,000,000 or 

more in aggregate principal amount of Securities of this series not less than 15 calendar days prior to the 

applicable Interest Payment Date, by wire transfer to such account as may have been designated by such 

Person. Payment of principal of and interest, including Additional Interest, on this Security upon its 

redemption will be made against presentation of this Security at the office or agency of the Company 

maintained for that purpose in the City of San Juan, Puerto Rico.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, 

which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the 

reverse hereof by manual signature or its duly authorized agent under the Indenture referred to on the 

reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture 

or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its 

corporate seal.

DATED:

POPULAR, INC.

By: 

Name: 

Title: 

[SEAL]

Attest:_________________________

Secretary
A-4

NY12529:434000.11

TRUSTEE’S CERTIFICATE

OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned 

Indenture.

Dated: ____________

THE BANK OF NEW YORK MELLON,

as Trustee

By: 

Authorized Signature

OR

________________________________, as

Authenticating Agent for the Trustee

By: 

Authorized Signature

[Reverse of Debenture]

POPULAR, INC.

FIXED RATE JUNIOR SUBORDINATED DEBENTURES, SERIES A

This Security is one of a duly authorized issue of junior subordinated securities of the Company 

(herein called the “Securities”), issued and to be issued in one or more series under an indenture dated as 

of August 24, 2009, as amended or supplemented from time to time (herein called the “Indenture”), 

between the Company and The Bank of New York Mellon (herein called the “Trustee,” which term 

includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental 

thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and 

immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms 

upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series 

designated on the face hereof, limited in aggregate principal amount to $936,000,000. All terms used in 

this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture 

unless otherwise defined in this Security.

The Securities are redeemable at the option of the Company (including upon the occurrence and 

during the continuation of any Special Redemption Event), subject to the approval of the Appropriate 

Federal Banking Agency, at a redemption price (the “Redemption Price ”) equal to 100% of the principal 

amount thereof, plus accrued and unpaid interest thereon (including Compound Interest, if any) to the 

date of redemption.
A-5

NY12529:434000.11

The Securities of this series are not subject to repayment at the option of the Holder hereof. The 

Securities of this series will not be entitled to any sinking fund.

The indebtedness evidenced by the Securities of this series is, to the extent and in the manner set 

forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of the 

principal of and premium, if any, and interest on all Senior Debt of the Company, and each Holder of the 

Securities of this series, by accepting the same, agrees to and shall be bound by the provisions of the 

Indenture with respect hereto. The Securities of this series shall rank on a parity with all Trust Related 

Securities, including without limitation the Guarantee Agreement related to the Fixed Rate Capital 

Securities of Popular Capital Trust III.

If an Event of Default, as defined in the Indenture, with respect to Securities of this series shall 

occur and be continuing, the principal of the Securities of this series may be declared due and payable in 

the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and 

the modification of the rights and obligations of the Company and the rights of the Holders of the 

Securities of each series to be affected under the Indenture at any time by the Company and the Trustee 

with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding 

of all series to be affected, acting together. The Indenture also contains provisions permitting the Holders 

of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain 

provisions of the Indenture, acting together, on behalf of the Holders of all Securities of such series, to 

waive compliance by the Company with those provisions of the Indenture. Certain past defaults under the 

Indenture and their consequences may be waived under the Indenture by the Holders of a majority in 

principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all 

Securities of such series. All of the rights of the Holders set forth in this paragraph are subject to the 

rights of the holders of Capital Securities as set forth in the Indenture. Any such consent or waiver by the 

Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of 

this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or 

in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

The provisions contained in Sections 4.01 and 4.03 and Article Seventeen of the Indenture for 

defeasance of the entire indebtedness on this Security and certain restrictive covenants and certain Events 

of Default do not apply to this Security.

Upon due presentment for registration of transfer of this Security at the office or agency of the 

Company in the City of San Juan, Puerto Rico, a new Security or Securities of this series in authorized 

denominations of $1,000 or integral multiples thereof for an equal aggregate principal amount will be 

issued to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations 

provided therein and to the limitations described below, without charge except for any tax or other 

governmental charge imposed in connection therewith.

If this Security is a Global Security, this Security is exchangeable for definitive Securities in 

registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue 

as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered 

under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed 

within 90 days, (y) the Company in its sole discretion determines that this Security shall no longer be 

represented by Global Securities, or (z) an Event of Default with respect to the Securities represented 

hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding 

sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest, including 
A-6

NY12529:434000.11

Additional Interest, at the same rate, having the same date of issuance, redemption provisions and other 

terms and of authorized denominations aggregating a like amount.

If this Security is a Global Security, this Security may not be transferred except as a whole by the 

Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another 

nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a 

nominee of such successor. Except as provided above, owners of beneficial interests in this global 

Security will not be entitled to receive physical delivery of Securities in definitive form and will not be 

considered the Holders hereof for any purpose under the Indenture. 

Subject to the rights of holders of Senior Debt of the Company set forth in this Security and the 

indenture referred to above, no reference herein to the Indenture and no provision of this Security or of 

the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to 

pay the principal of and interest, including any Additional Interest, on this Security at the times, place and 

rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee 

and any agent of the Company or the Trustee may treat the Person in whose name this Security is 

registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the 

Company, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest, including Additional 

Interest, on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in 

respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, 

officer or director, as such, past, present or future, of the Company or any successor corporation, whether 

by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or 

otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the 

issuance hereof, expressly waived and released.
A-7

NY12529:434000.11

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be 

construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common

TEN ENT -- as tenants by the entireties

JT TEN -- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -- _______________________ Custodian _______________________

(Cust) (Minor)

Under Uniform Gifts to Minors Act

_________________________________

(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

Please Insert Social Security or

Other Identifying Number of Assignee

____________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

(Please print or type name and address including postal zip code of Assignee)

the within Security of POPULAR, INC. and does hereby irrevocably constitute and appoint 

__________________ attorney to transfer the said Security on the books of the Company, with full power 

of substitution in the premises.

Dated:___________________________

____________________________________

____________________________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the 

within instrument in every particular, without alteration or enlargement or any change whatever.
NY12529:434532.7

POPULAR, INC.

TO

THE BANK OF NEW YORK MELLON

TRUSTEE

INDENTURE

DATED AS OF AUGUST 24, 2009

JUNIOR SUBORDINATED DEBT SECURITIES
-iNY12529:434532.7

POPULAR, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of August 24, 2009

TRUST INDENTURE ACT SECTION

INDENTURE 

SECTION

ss. 310 (a)(1)....................................................................................................... 609

(a)(2)....................................................................................................... 609

(a)(3)....................................................................................................... Not Applicable

(a)(4)....................................................................................................... Not Applicable

(a)(5)....................................................................................................... 609

(b) ........................................................................................................... 608, 610

(c)............................................................................................................ Not Applicable

ss. 311 (a)............................................................................................................ 613

(b) ........................................................................................................... 613

ss. 312 (a)............................................................................................................ 701, 702(a)

(b) ........................................................................................................... 702(b)

(c)............................................................................................................ 702(c)

ss. 313 (a)............................................................................................................ 703(a)

(b) ........................................................................................................... 703(a)

(c)............................................................................................................ 703(a)

(d) ........................................................................................................... 703(b)

ss. 314 (a)............................................................................................................ 704, 1004

(b) ........................................................................................................... Not Applicable

(c)(1) ....................................................................................................... 102

(c)(2) ....................................................................................................... 102

(c)(3) ....................................................................................................... Not Applicable

(d) ........................................................................................................... Not Applicable

(e)............................................................................................................ 102

ss. 315 (a)............................................................................................................ 601

(b) ........................................................................................................... 602

(c)............................................................................................................ 601

(d) ........................................................................................................... 601

(e)............................................................................................................ 514

ss. 316 (a)............................................................................................................ 101

(a)(1)(A)................................................................................................ 104(h), 502, 512

(a)(1)(B)................................................................................................ 104(h), 513

(a)(2)....................................................................................................... Not Applicable

(b) ........................................................................................................... 508

(c)............................................................................................................ 104(h)

ss. 317 (a)(1)....................................................................................................... 503

(a)(2)....................................................................................................... 504

(b) ........................................................................................................... 1003

ss. 318 (a)............................................................................................................ 107

(c)............................................................................................................ 107

____________________________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.
-iiNY12529:434532.7

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions......................................................................................................... 1

Section 1.02 Compliance Certificates and Opinions. ............................................................ 11

Section 1.03 Form of Documents Delivered to Trustee......................................................... 12

Section 1.04 Acts of Holders................................................................................................ 12

Section 1.05 Notices, etc., to Trustee and Company. ............................................................ 14

Section 1.06 Notice to Holders; Waiver................................................................................ 14

Section 1.07 Conflict with Trust Indenture Act..................................................................... 15

Section 1.08 Effect of Headings and Table of Contents. ....................................................... 15

Section 1.09 Successors and Assigns.................................................................................... 15

Section 1.10 Separability Clause. ......................................................................................... 15

Section 1.11 Benefits of Indenture. ...................................................................................... 16

Section 1.12 Governing Law................................................................................................ 16

Section 1.13 Legal Holidays. ............................................................................................... 16

Section 1.14 Counterparts. ................................................................................................... 16

Section 1.15 Appointment of Agent for Service.................................................................... 16

Section 1.16 Waiver of Jury Trial......................................................................................... 17

Section 1.17 Force Majeure.................................................................................................. 17

ARTICLE II

DEBT SECURITY FORMS

Section 2.01 Forms Generally. ............................................................................................. 17

Section 2.02 Form of Trustee’s Certificate of Authentication. .............................................. 17

Section 2.03 Debt Securities in Global Form. ....................................................................... 18

ARTICLE III

THE DEBT SECURITIES

Section 3.01 Amount Unlimited; Issuance in Series.............................................................. 18

Section 3.02 Denominations................................................................................................. 22

Section 3.03 Execution, Authentication, Delivery and Dating............................................... 22

Section 3.04 Temporary Debt Securities............................................................................... 24

Section 3.05 Registration; Registration of Transfer and Exchange. ....................................... 26

Section 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities. .................................... 29

Section 3.07 Payment of Interest and Additional Interest; Interest Rights 

Preserved. ........................................................................................... 30

Section 3.08 Persons Deemed Owners.................................................................................. 32

Section 3.09 Cancellation..................................................................................................... 32

Section 3.10 Computation of Interest. .................................................................................. 33

Section 3.11 Certification by a Person Entitled to Delivery of a Bearer 

Security............................................................................................... 33

Section 3.12 Judgments........................................................................................................ 33

Section 3.13 Deferrals of Interest Payment Dates. ................................................................ 33
-iiiNY12529:434532.7

Section 3.14 Right of Set-Off............................................................................................... 35

Section 3.15 Agreed Tax Treatment. .................................................................................... 35

Section 3.16 CUSIP Numbers. ............................................................................................. 35

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture. .......................................................... 35

Section 4.02 Application of Trust Money and Eligible Instruments. ..................................... 37

Section 4.03 Satisfaction, Discharge and Defeasance of Debt Securities of any 

Series. ................................................................................................. 37

ARTICLE V

REMEDIES

Section 5.01 Events of Default............................................................................................. 39

Section 5.02 Acceleration of Maturity; Rescission and Annulment. ...................................... 40

Section 5.03 Collection of Indebtedness and Suits for Enforcement by 

Trustee. ............................................................................................... 41

Section 5.04 Trustee May File Proofs of Claim. ................................................................... 42

Section 5.05 Trustee May Enforce Claims without Possession of Debt 

Securities or Coupons.......................................................................... 43

Section 5.06 Application of Money Collected. ..................................................................... 43

Section 5.07 Limitation on Suits. ......................................................................................... 44

Section 5.08 Unconditional Right of Holders to Receive Principal, Premium 

and Interest and to Exchange Debt Securities for Capital 

Securities; Direct Action by Holders of Capital Trust 

Securities. ........................................................................................... 44

Section 5.09 Restoration of Rights and Remedies................................................................. 45

Section 5.10 Rights and Remedies Cumulative..................................................................... 45

Section 5.11 Delay or Omission Not Waiver. ....................................................................... 45

Section 5.12 Control by Holders of Debt Securities.............................................................. 45

Section 5.13 Waiver of Past Defaults. .................................................................................. 46

Section 5.14 Undertaking for Costs...................................................................................... 46

Section 5.15 Waiver of Stay or Extension Laws. .................................................................. 46

ARTICLE VI

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.................................................................. 47

Section 6.02 Notice of Default. ............................................................................................ 48

Section 6.03 Certain Rights of Trustee. ................................................................................ 48

Section 6.04 Not Responsible for Recitals or Issuance of Debt Securities. ............................ 49

Section 6.05 May Hold Debt Securities or Coupons. ............................................................ 50

Section 6.06 Money Held in Trust........................................................................................ 50

Section 6.07 Compensation and Reimbursement. ................................................................. 50

Section 6.08 Disqualification; Conflicting Interests. ............................................................. 51

Section 6.09 Corporate Trustee Required; Eligibility............................................................ 51
-ivNY12529:434532.7

Section 6.10 Resignation and Removal; Appointment of Successor...................................... 51

Section 6.11 Acceptance of Appointment by Successor........................................................ 53

Section 6.12 Merger, Conversion, Consolidation or Succession to Business. ........................ 54

Section 6.13 Preferential Collection of Claims Against Company......................................... 54

Section 6.14 Authenticating Agent....................................................................................... 54

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. ....................... 55

Section 7.02 Preservation of Information; Communications to Holders. ............................... 56

Section 7.03 Reports by Trustee........................................................................................... 56

Section 7.04 Reports by Company. ...................................................................................... 56

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, etc. only on Certain Terms. .................................. 57

Section 8.02 Successor Corporation Substituted. .................................................................. 57

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures without Consent of Holders....................................... 58

Section 9.02 Supplemental Indentures with Consent of Holders. .......................................... 59

Section 9.03 Execution of Supplemental Indentures. ............................................................ 61

Section 9.04 Effect of Supplemental Indentures. .................................................................. 61

Section 9.05 Conformity with Trust Indenture Act. .............................................................. 61

Section 9.06 Reference in Debt Securities to Supplemental Indentures. ................................ 61

ARTICLE X

COVENANTS

Section 10.01 Payment of Principal, Premium and Interest..................................................... 61

Section 10.02 Maintenance of Office or Agency. ................................................................... 62

Section 10.03 Money for Debt Securities Payments to Be Held in Trust................................. 63

Section 10.04 Officers’ Certificate as to Default..................................................................... 64

Section 10.05 Waiver of Certain Covenants. .......................................................................... 64

Section 10.06 Payment of Additional Amounts. ..................................................................... 64

Section 10.07 Additional Sums. ............................................................................................. 65

Section 10.08 Additional Covenants....................................................................................... 65

ARTICLE XI

REDEMPTION OF DEBT SECURITIES

Section 11.01 Applicability of Article. ................................................................................... 66
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Section 11.02 Election to Redeem; Notice to Trustee. ............................................................ 66

Section 11.03 Selection by Trustee of Debt Securities to be Redeemed. ................................. 67

Section 11.04 Notice of Redemption. ..................................................................................... 67

Section 11.05 Deposit of Redemption Price. .......................................................................... 68

Section 11.06 Debt Securities Payable on Redemption Date................................................... 68

Section 11.07 Debt Securities Redeemed in Part. ................................................................... 69

Section 11.08 Right of Redemption of Debt Securities Initially Issued to an 

Issuer Trust. ........................................................................................ 69

ARTICLE XII

SINKING FUNDS

Section 12.01 Applicability of Article. ................................................................................... 70

Section 12.02 Satisfaction of Sinking Fund Payments with Debt Securities. ........................... 70

Section 12.03 Redemption of Debt Securities for Sinking Fund.............................................. 70

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 13.01 Applicability of Article. ................................................................................... 71

Section 13.02 Repayment of Debt Securities. ......................................................................... 71

Section 13.03 Exercise of Option; Notice............................................................................... 71

Section 13.04 Election of Repayment by Remarketing Entities............................................... 72

Section 13.05 Securities Payable on the Repayment Date....................................................... 72

ARTICLE XIV

EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

Section 14.01 Applicability of Article. ................................................................................... 73

Section 14.02 Exchange of Capital Securities for Debt Securities at Stated 

Maturity. ............................................................................................. 73

Section 14.03 Right of Early Exchange of Capital Securities for Debt 

Securities. ........................................................................................... 73

Section 14.04 Notices of Exchange. ....................................................................................... 74

Section 14.05 Rights and Duties of Holders of Debt Securities to be Exchanged 

for Capital Securities. .......................................................................... 76

Section 14.06 Election to Exchange. ...................................................................................... 77

Section 14.07 Deposit of Capital Exchange Price. .................................................................. 77

Section 14.08 Debt Securities Due on Capital Exchange Date; Debt Securities 

Exchanged in Part. .............................................................................. 77

Section 14.09 Form of Capital Security Election Form........................................................... 79

Section 14.10 Fractional Capital Securities. ........................................................................... 79

Section 14.11 Company to Obtain Governmental and Regulatory Approvals.......................... 79

Section 14.12 Taxes on Exchange. ......................................................................................... 80

Section 14.13 Covenants as to Capital Securities and Secondary Offering. ............................. 80

Section 14.14 Provision in Case of Consolidation, Merger or Transfer of 

Assets. ................................................................................................ 80

Section 14.15 Trustee Not Responsible. ................................................................................. 81
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Section 14.16 Revocation of Obligation to Exchange Capital Securities for 

Debt Securities. ................................................................................... 81

Section 14.17 Optional Securities Funds. ............................................................................... 81

ARTICLE XV

SECURITIES FUNDS

Section 15.01 Creation of Securities Funds. ........................................................................... 82

Section 15.02 Designations of Securities Funds...................................................................... 83

Section 15.03 Covenant of the Company to Obtain Securities Funds. ..................................... 83

ARTICLE XVI

MEETINGS OF HOLDERS OF DEBT SECURITIES

Section 16.01 Purposes for Which Meetings May Be Called. ................................................. 84

Section 16.02 Call, Notice and Place of Meetings. ................................................................. 84

Section 16.03 Persons Entitled to Vote at Meetings................................................................ 84

Section 16.04 Quorum; Action............................................................................................... 84

Section 16.05 Determination of Voting Rights; Conduct and Adjournment of 

Meetings. ............................................................................................ 85

Section 16.06 Counting Votes and Recording Action of Meetings.......................................... 86

ARTICLE XVII

DEFEASANCE

Section 17.01 Termination of Company’s Obligations............................................................ 86

Section 17.02 Repayment to Company................................................................................... 87

Section 17.03 Indemnity for Eligible Instruments................................................................... 88

ARTICLE XVIII

SUBORDINATION OF DEBT SECURITIES

Section 18.01 Debt Securities Subordinate to Senior Debt...................................................... 88

Section 18.02 Trustee and Holders of Debt Securities May Rely on Certificate 

of Liquidating Agent; Trustee May Require Further 

Evidence as to Ownership of Senior Debt; Trustee Not 

Fiduciary to Holders of Senior Debt. ................................................... 90

Section 18.03 Payment Permitted If No Default. .................................................................... 90

Section 18.04 Trustee Not Charged with Knowledge of Prohibition. ...................................... 90

Section 18.05 Trustee to Effectuate Subordination. ................................................................ 91

Section 18.06 Rights of Trustee as Holder of Senior Debt. ..................................................... 91

Section 18.07 Article Applicable to Paying Agents. ............................................................... 91

Section 18.08 Subordination Rights Not Impaired by Acts or Omissions of the 

Company or Holders of Senior Debt.................................................... 91
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ARTICLE XIX

CONVERSION OF CONVERTIBLE SECURITIES

Section 19.01 Applicability of Article. ................................................................................... 92

Section 19.02 Right to Convert. ............................................................................................. 92

Section 19.03 Exercise of Conversion Privilege; Delivery of Common Stock on 

Conversion; No Adjustment for Interest or Dividends.......................... 92

Section 19.04 Cash Payments in Lieu of Fractional Shares..................................................... 93

Section 19.05 Conversion Price.............................................................................................. 93

Section 19.06 Adjustment to Conversion Price....................................................................... 93

Section 19.07 Effect of Reclassification, Consolidation, Merger or Sale. ................................ 96

Section 19.08 Taxes on Shares Issued. ................................................................................... 97

Section 19.09 Shares to be Fully Paid; Compliance with Governmental 

Requirements; Listing of Common Stock. ........................................... 97

Section 19.10 Trustee Not Responsible. ................................................................................. 97

Section 19.11 Notice to Holders Prior to Certain Actions. ...................................................... 98

Section 19.12 Covenant to Reserve Shares............................................................................. 98

EXHIBIT A-1 — Form of Certificate of Beneficial Ownership by a Non-United 

States Person or by Certain Other Persons................................................... A-1-1

EXHIBIT A-2 — Form of Certificate of Status as a Foreign Branch of a United 

States Financial Institution.......................................................................... A-2-1

EXHIBIT B — Form of Certificate to be Given by Euroclear and Clearstream 

S.A. in Connection with the Exchange of All or a Portion of a 

Temporary Global Security or to Obtain Interest Prior to 

Exchange........................................................................................................B-1
NY12529:434532.7

INDENTURE (the “Indenture”) dated as of August 24, 2009 between POPULAR, INC., a 

Commonwealth of Puerto Rico corporation (hereinafter called the “Company”), having its principal place 

of business at 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, and THE BANK OF NEW YORK 

MELLON, as trustee under this Indenture, a New York banking corporation (hereinafter called the 

“Trustee”), having its Corporate Trust Office at 101 Barclay Street, 4E, New York, New York 10286.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the 

issuance from time to time of its unsecured junior subordinated debentures (herein called the “Debt 

Securities”), including Debt Securities issued to evidence loans made to the Company of the proceeds 

from the issuance from time to time by one or more statutory business trusts (each an “Issuer Trust”) of 

undivided preferred beneficial interests in the assets of such Issuer Trusts (the “Capital Trust Securities”) 

and undivided common beneficial interests in the assets of such Issuer Trusts (the “Common Trust 

Securities” and, together with the Capital Trust Securities, the “Trust Securities”).

All things necessary have been done to make this Indenture a legally valid and binding agreement 

of the Company, in accordance with its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Debt Securities of any series 

created and issued on or after the date hereof by the Holders thereof, it is mutually covenanted and agreed 

for the equal and proportionate benefit of all Holders of such Debt Securities or of any such series, as 

follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context 

otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and 

include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act or by 

Commission rule or regulation under the Trust Indenture Act, either directly or by reference therein, as in 

force at the date as of which this instrument was executed, except as provided in Section 9.05, have the 

meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in 

accordance with generally accepted accounting principles, and, except as otherwise herein expressly 

provided, the term “generally accepted accounting principles” with respect to any computation required or 

permitted hereunder shall mean such accounting principles as are generally accepted in the United States 

and the Commonwealth of Puerto Rico at the date of such computation; and

(4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to 

this Indenture as a whole and not to any particular Article, Section or other subdivision.
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NY12529:434532.7

“Act” when used with respect to any Holder has the meaning specified in Section 1.04.

“Additional Interest” means the interest, if any, that shall accrue on any interest on the Debt 

Securities of any series the payment of which has not been made on the applicable Interest Payment Date 

and which shall accrue at the rate per annum specified or determined as specified in such Debt Security.

“Additional Sums” has the meaning specified in Section 10.07.

“Additional Taxes” means any additional taxes, duties and other governmental charges to which 

an Issuer Trust has become subject from time to time as a result of a Tax Event.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For the purposes of 

this definition, “control” when used with respect to any specified Person means the power to direct the 

management and policies of such Person, directly or indirectly, whether through the ownership of voting 

securities by, contract or otherwise, and the terms “controlling” and “controlled” have meanings 

correlative to the foregoing.

“Authorized Agent” has the meaning specified in Section 1.15.

“Authorized Newspaper” means a newspaper in an official language of the country of publication 

or in the English language customarily published on each Business Day, whether or not published on 

Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term 

is used or in the financial community of such place. Where successive publications are required to be 

made in Authorized Newspapers, the successive publications may be made in the same or in different 

newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“Bearer Security” means any Debt Security established pursuant to Section 2.01 which is payable 

to bearer including, without limitation, unless the context otherwise indicates, a Debt Security in global 

bearer form.

“Board of Directors” means either the board of directors of the Company, or the executive or any 

other committee of that board duly authorized to act in respect hereof.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant 

Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and 

effect on the date of such certification, and delivered to the Trustee. Where any provision of this 

Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment of any 

series of the Debt Securities and the forms and terms thereof), such action may be taken by any 

committee of the Board of Directors or any officer or employee of the Company authorized to take such 

action by a Board Resolution.

“Business Day”, when used with respect to any Place of Payment or Place of Capital Exchange, 

means any day which is not a Saturday or Sunday and which is not a legal holiday or a day on which 

banking institutions or trust companies in that Place of Payment or Place of Capital Exchange are 

authorized or obligated by law, regulation or executive order to remain closed or are customarily closed.

“Capital Exchange Agent” means the Person or Persons appointed by the Company to give 

notices and to exchange Debt Securities of any series for Capital Securities as specified in Article XIV.
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NY12529:434532.7

“Capital Exchange Date”, when used with respect to the Debt Securities of any series, means any 

date on which such Debt Securities are to be exchanged for Capital Securities pursuant to this Indenture.

“Capital Exchange Price”, when used with respect to any Debt Security of any series to be 

exchanged for Capital Securities, means the amount of Capital Securities for which such Debt Security is 

to be exchanged pursuant to this Indenture or the aggregate sale price of such Capital Securities in the 

Secondary Offering for such Debt Security, as the case may be.

“Capital Securities” means any securities issued by the Company which consist of any of the 

following: (i) Common Stock, (ii) Perpetual Preferred Stock or (iii) securities which at the date of 

issuance may be issued in exchange for, or the proceeds from the sale of which may be designated as 

Securities Funds or Optional Securities Funds for the payment of the principal of, “mandatory convertible 

securities” under applicable regulations of the Primary Federal Regulator. Capital Securities may have 

such terms, rights and preferences as may be determined by the Company.

“Capital Security Election Form” means a form substantially in the form included in 

Section 14.09.

“Capital Trust Securities” has the meaning specified in the first recital of this Indenture.

“Capital Treatment Event” means, in respect of any Issuer Trust, the reasonable determination by 

the Company (as evidenced by an Officers’ Certificate delivered to the Trustee) that, as a result of the 

occurrence of any amendment to, or change (including any announced prospective change) in, the laws 

(or any rules or regulations thereunder) of the United States or any political subdivision thereof or therein 

or the Commonwealth of Puerto Rico, or as a result of any official or administrative pronouncement or 

action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or 

change is effective or such pronouncement, action or decision is announced on or after the date of the 

issuance of the Capital Trust Securities of such Issuer Trust, there is more than an insubstantial risk that 

the Company will not be entitled to treat, within 90 days of such determination, an amount equal to the 

aggregate Liquidation Amount (as such term is defined in the related Trust Agreement) of such Capital 

Trust Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes of the capital adequacy 

guidelines of the Board of Governors of the Federal Reserve System, as then in effect and applicable to 

the Company.

“Clearstream” means Clearstream Banking S.A.

“Closing Price” on any date of determination means the closing sale price or, if no closing sale 

price is reported, the last reported sale price of the Common Stock on the Nasdaq Global Select Market 

on that date. If the Common Stock is not listed for trading on the Nasdaq Global Select Market on any 

date of determination, the closing price of the Common Stock on such date of determination means the 

closing sale price as reported in the composite transactions for the principal U.S. securities exchange on 

which the Common Stock is listed, or if the Common Stock is not so listed on a U.S. securities exchange, 

the last quoted bid price for the Common Stock in the over-the-counter market as reported by PinkSheets 

LLC (formerly known as the National Quotation Bureau) or similar organization, or, if that bid price is 

not available, the market value of the Common Stock on that date as determined by a nationally 

recognized independent investment banking firm retained by the Company for this purpose.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, 

created under the Securities Exchange Act of 1934, or if at any time after the execution of this instrument 

such Commission is not existing and performing the duties now assigned to it under the Trust Indenture 

Act, then the body performing such duties on such date.
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NY12529:434532.7

“Common Trust Securities” has the meaning specified in the first recital of this Indenture.

“Common Stock” means, when used with reference to the capital stock of the Company, the class

of stock which, at the date of execution of this Indenture, is designated as common stock of the Company 

and stock of any class or classes into which such common stock or any such other class may thereafter be 

changed or reclassified. In case by reason of the operation of Article XIX, the Convertible Securities shall 

be convertible into any other shares or other securities or property of the Company or any other 

corporation, any reference in this Indenture to the conversion of Convertible Securities pursuant to 

Article XIX shall be deemed to refer to and include conversion of Convertible Securities into such other 

shares or other securities or property.

“Company” means the Person named as the “Company” in the first paragraph of this instrument 

until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, 

and thereafter “Company” shall mean such successor Person.

“Company Request” and “Company Order” mean, respectively, except as otherwise provided in 

this Indenture, a written request or order signed in the name of the Company by the Chairman of the 

Board, a Vice Chairman of the Board, the President or a Vice President (any references to a Vice 

President of the Company herein shall be deemed to include any Vice President of the Company whether 

or not designated by a number or word or words added before or after the title “Vice President”), the 

Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, Secretary or an Assistant 

Secretary of the Company, or by another officer of the Company duly authorized to sign by a Board 

Resolution, and delivered to the Trustee.

“Conversion Price” has the meaning specified in Section 19.05.

“Convertible Securities” means any series of Debt Securities that are designated as such pursuant 

to Section 3.01. 

“Corporate Trust Office” means the principal corporate trust office of the Trustee at which at any 

particular time its corporate trust business shall be administered, which office at the date hereof is located 

at 101 Barclay Street, Floor 4E West, New York, New York 10286, Attention: Corporate Trust 

Administration, or such other address as the Trustee may designate from time to time by notice to the 

Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other 

address as such successor Trustee may designate from time to time by notice to the Holders and the 

Company).

The term “corporation” includes corporations, associations, companies and business trusts.

The term “coupon” means any interest coupon appertaining to a Bearer Security.

“Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly 

means any Debt Securities authenticated and delivered under this Indenture.

“Defaulted Interest” has the meaning specified in Section 3.07.

“Delaware Trustee” means, with respect to any Issuer Trust, the Person identified as the 

“Delaware Trustee” in the related Trust Agreement, solely in its capacity as Delaware Trustee of such 

Issuer Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in 

such capacity, or any successor Delaware trustee appointed as therein provided.
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NY12529:434532.7

“Depositary” means, with respect to the Debt Securities of any series issuable or issued in the 

form of a Global Security, the Person designated as Depositary by the Company pursuant to Section 3.01 

until a successor Depositary shall have become such pursuant to the applicable provisions of this 

Indenture, and thereafter “Depositary” shall mean or include each person who is then a Depositary 

hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the 

Debt Securities of any such series shall mean the Depositary with respect to the Debt Securities of that 

series.

“Designated Currency” has the meaning specified in Section 3.12.

“Distributions,” with respect to the Trust Securities issued by an Issuer Trust, means the amounts 

payable in respect of such Trust Securities as provided in the related Trust Agreement and referred to 

therein as “Distributions.”

“Dollar” or “$” means the coin or currency of the United States of America as at the time of 

payment is legal tender for the payment of public and private debts.

“Eligible Instruments” means monetary assets, money market instruments and securities that are 

payable in Dollars only and essentially risk free as to collection of principal and interest, including U.S. 

Government Obligations.

“Euro” means the single currency of the European Monetary Union as defined under EC 

Regulation 1103/97 adopted under Article 235 of the EU Treaty and under EC Regulation 974/98 adopted 

under Article 1091(4) of the EU Treaty or under any successor European legislation from time to time.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

“European Communities” means the European Economic Community, the European Coal and 

Steel Community and the European Atomic Energy Community.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Rate” shall have the meaning specified as contemplated in Section 3.01.

“Exchange Rate Agent” shall have the meaning specified as contemplated in Section 3.01.

“Exchange Rate Officer’s Certificate”, with respect to any date for the payment of principal of

(and premium, if any) and interest on any series of Debt Securities, means a certificate setting forth the 

applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in respect of the 

principal of (and premium, if any) and interest on Debt Securities denominated in Euro, any other 

composite currency or Foreign Currency, and signed by the Chairman of the Board, a Vice Chairman of 

the Board, the President, the Treasurer or any Assistant Treasurer of the Company or the Exchange Rate 

Agent appointed pursuant to Section 3.01, and delivered to the Trustee.

“Extension Period” has the meaning specified in Section 3.13.

“Foreign Currency” means a currency issued by the government of any country other than the 

United States of America.

“Global Exchange Agent” has the meaning specified in Section 3.04.
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NY12529:434532.7

“Global Exchange Date” has the meaning specified in Section 3.04.

“Global Security” means a Debt Security issued to evidence all or part of a series of Debt 

Securities in accordance with Section 3.03.

“Guarantee Agreement” means, with respect to any Issuer Trust, the Guarantee Agreement 

executed by the Company for the benefit of the holders of the Capital Trust Securities issued by such 

Issuer Trust, as modified, amended or supplemented from time to time.

“Holder”, with respect to a Registered Security, means a Person in whose name such Registered 

Security is registered in the Security Register and, with respect to a Bearer Security or a coupon, means 

the bearer thereof.

“Indenture” means this instrument as originally executed or as it may from time to time be 

supplemented, amended or restated by or pursuant to one or more indentures supplemental hereto entered 

into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include 

the terms of a particular series of Debt Securities established as contemplated by Section 3.01.

The term “interest”, when used with respect to an Original Issue Discount Security which by its 

terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, with respect to any Debt Security, means the Stated Maturity of an 

installment of interest on such Debt Security.

“Investment Company Event” means the receipt by an Issuer Trust of an Opinion of Counsel (as 

defined in the relevant Trust Agreement) experienced in such matters to the effect that, as a result of the 

occurrence of a change in law or regulation or a written change (including any announced prospective 

change) in interpretation or application of law or regulation by any legislative body, court, governmental 

agency or regulatory authority, there is more than an insubstantial risk that such Issuer Trust is or will be 

considered an “investment company” that is required to be registered under the Investment Company Act, 

which change or prospective change becomes effective or would become effective, as the case may be, on 

or after the date of the issuance of the Capital Trust Securities of such Issuer Trust.

“Issuer Trust” has the meaning specified in the first recital of this Indenture.

“Market Value” of any Capital Securities issued on any Capital Exchange Date for Debt 

Securities of any series shall be the sale price of such Capital Securities which are sold in the Secondary 

Offering for the Debt Securities of such series. In the event no such Secondary Offering takes place, the 

Market Value of such Capital Securities shall be the fair value of such Capital Securities on such Capital 

Exchange Date for Debt Securities of such series as determined by three independent nationally 

recognized investment banking firms selected by the Company.

“Maturity”, when used with respect to any Debt Security, means the date on which the principal 

of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated 

Maturity or by declaration of acceleration, call for redemption, repayment at the option of the Holder or 

otherwise.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman 

of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the 

Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company, and delivered 

to the Trustee.
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NY12529:434532.7

“Opinion of Counsel” means a written opinion of counsel acceptable to the Trustee, who may 

(except as otherwise expressly provided in this Indenture) be an employee of or counsel for the Company, 

which is delivered to the Trustee.

“Optional Securities Fund” means a fund pursuant to which the proceeds of sales of Capital 

Securities may be designated on the books of the Company for the payment of any of the principal of any 

Debt Security pursuant to Section 14.17 of this Indenture.

“Original Issue Discount Security” means any Debt Security which provides for an amount less 

than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity 

thereof pursuant to Section 5.02.

“Outstanding”, when used with respect to Debt Securities means, as of the date of determination, 

all Debt Securities theretofore authenticated and delivered under this Indenture, except:

(i) Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for 

cancellation;

(ii) Debt Securities or portions thereof for whose payment or redemption money or Eligible 

Instruments in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent 

(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company 

shall act as its own Paying Agent) for the Holders of such Debt Securities and any coupons appertaining 

thereto; provided, however, that if such Debt Securities are to be redeemed, notice of such redemption has 

been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 

and

(iii) Debt Securities in exchange for or in lieu of which other Debt Securities have been 

authenticated and delivered, or which have been paid, pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite principal amount of Debt 

Securities Outstanding have given any request, demand, authorization, direction, notice, consent or 

waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt Securities 

or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be 

Outstanding, except that, in determining whether the Trustee shall be protected in relying upon such 

request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which the 

Trustee knows to be so owned shall be so disregarded. Debt Securities so owned which have been 

pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the 

Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the 

Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other 

obligor. Notwithstanding anything herein to the contrary, Debt Securities of any series initially issued to 

an Issuer Trust that are owned by such Issuer Trust shall be deemed to be Outstanding notwithstanding 

the ownership by the Company or an Affiliate of any beneficial interest in such Issuer Trust.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and 

premium, if any) or interest on any Debt Securities on behalf of the Company.

“Perpetual Preferred Stock” means any stock of any class of the Company which has a 

preference over Common Stock in respect of dividends or of amounts payable in the event of any 

voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not 

mandatorily redeemable or repayable, or redeemable or repayable at the option of the Holder, otherwise 
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NY12529:434532.7

than in shares of Common Stock or Perpetual Preferred Stock of another class or series or with the 

proceeds of the sale of Common Stock or Perpetual Preferred Stock.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock 

company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Capital Exchange”, when used with respect to Debt Securities of any series, means any 

place where the Debt Securities of such series are exchangeable for Capital Securities as specified 

pursuant to Section 3.01.

“Place of Payment”, when used with respect to the Debt Securities of any series means any place 

where the principal of (and premium, if any) and interest on the Debt Securities of that series are payable 

as specified as contemplated by Section 3.01.

“Predecessor Security” of any particular Debt Security means every previous Debt Security 

evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for 

the purposes of this definition, any Debt Security authenticated and delivered under Section 3.06 in lieu of 

a lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the lost, destroyed 

or stolen Debt Security.

“Primary Federal Regulator” means the primary United States federal regulator of the Company 

(which at the date of this Indenture is the Federal Reserve or its district reserve banks), or any successor 

body or institution.

“Property Trustee” means, with respect to any Issuer Trust, the Person identified as the “Property 

Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of such Issuer Trust and 

not in its individual capacity, or its successor in interest in such capacity, or any successor property 

trustee appointed as therein provided.

“ranking junior to the Debt Securities,” when used with respect to any obligation of the Company 

shall mean any obligation of the Company which (a) ranks junior to and not equally with or prior to the 

Debt Securities (or any other obligations of the Company ranking on a parity with the Debt Securities) in 

right of payment upon the happening of any event of the kind specified in the first sentence of the second 

paragraph in Section 18.01 or (b) is specifically designated as ranking junior to the Debt Securities by 

express provision in the instrument creating or evidencing such obligation. The securing of any 

obligations of the Company, otherwise ranking junior to the Debt Securities, shall not be deemed to 

prevent such obligations from constituting obligations ranking junior to the Debt Securities.

“ranking on a parity with the Debt Securities,” when used with respect to any obligation of the 

Company shall mean any obligation of the Company which (a) ranks equally with and not prior to the 

Debt Securities in right of payment upon the happening of any event of the kind specified in the first 

sentence of the second paragraph in Section 18.01 or (b) is specifically designated as ranking on a parity 

with the Debt Securities by express provision in the instrument creating or evidencing such obligation. 

The securing of any obligations of the Company, otherwise ranking on a parity with the Debt Securities, 

shall not be deemed to prevent such obligations from constituting obligations ranking on a parity with the 

Debt Securities.

“Redemption Date”, when used with respect to any Debt Security to be redeemed, means the date 

fixed for such redemption by or pursuant to this Indenture.
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“Redemption Price”, when used with respect to any Debt Security to be redeemed, means the 

price at which it is to be redeemed pursuant to this Indenture.

“Registered Security” means any Debt Security in the form of Registered Securities established 

pursuant to Section 2.01 which is registered in the Security Register.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered 

Securities of any series means the date specified for that purpose as contemplated by Section 3.01.

“Remarketing Entity”, when used with respect to Debt Securities of any series which are 

repayable at the option of the Holders thereof before their Stated Maturity, means any person designated 

by the Company to purchase any such Debt Securities.

“Repayment Date”, when used with respect to any Debt Security to be repaid upon exercise of an 

option for repayment by the Holder, means the date fixed for such repayment pursuant to this Indenture.

“Repayment Price”, when used with respect to any Debt Security to be repaid upon exercise of an 

option for repayment by the Holder, means the price at which it is to be repaid pursuant to this Indenture.

“Responsible Officer” when used with respect to the Trustee, means any officer within the 

corporate trust department of the Trustee, including any vice president, assistant vice president, assistant 

secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs 

functions similar to those performed by the Persons who at the time shall be such officers, respectively, or 

to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with 

the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Rights” has the meaning specified in Section 19.06(c).

“Rights Plan” means a plan of the Company providing for the issuance by the Company to all 

holders of its Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of 

any class or series of capital stock of the Company which rights (i) are deemed to be transferred with such 

shares of such Common Stock, and (ii) are also issued in respect of future issuances of such Common 

Stock, in each case until the occurrence of a specified events or events.

“Secondary Offering”, when used with respect to the Debt Securities of any series, means the 

offering and sale by the Company of Capital Securities for the account of Holders of Debt Securities of 

such series who elect to receive cash and not Capital Securities on the Capital Exchange Date for such 

series.

“Securities Fund” means a fund pursuant to which the proceeds of sales of Capital Securities are 

designated on the books of the Company for the payment of any principal of any Debt Security pursuant 

to the provisions of Section 15.01.

“Security Register” and “Security Registrar” have the respective meanings specified in 

Section 3.05.

“Senior Debt” means

(i) any of the Company’s indebtedness for borrowed or purchased money, whether or not 

evidenced by bonds, debentures, notes or other written instruments,
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(ii) the Company’s obligations under letters of credit,

(iii) any of the Company’s indebtedness or other obligations with respect to commodity 

contracts, interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and 

forward contracts, and other similar agreements or arrangements designed to protect against fluctuations 

in currency exchange or interest rates, and

(iv) any guarantees, endorsements (other than by endorsement of negotiable instruments for 

collection in the ordinary course of business) or other similar contingent obligations in respect of 

obligations of others of a type described in clauses (i), (ii) and (iii) above, whether or not such obligation 

is classified as a liability on a balance sheet prepared in accordance with generally accepted accounting 

principles, in each case whether outstanding on the date of execution of this Indenture or thereafter 

incurred, other than obligations ranking on a parity with the Debt Securities (including without limitation 

the Trust Related Securities) or ranking junior to the Debt Securities.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the 

Trustee pursuant to Section 3.07.

“Stated Maturity”, when used with respect to any Debt Security or any installment of interest 

(including any Additional Interest) thereon, means the date specified in such Debt Security or a coupon 

representing such installment of interest (including any Additional Interest) as the fixed date on which the 

principal of such Debt Security or such installment is due and payable, subject, in the case of any 

installment of interest, to the deferral of any such date in the case of an Extension Period.

“Tax Event” means the receipt by an Issuer Trust of an Opinion of Counsel (as defined in the 

relevant Trust Agreement) experienced in such matters to the effect that, as a result of any amendment to, 

or change (including any announced prospective change) in, the laws (or any regulations thereunder) of 

the United States or any political subdivision thereof or the Commonwealth of Puerto Rico or any taxing 

authority thereof or therein, or as a result of any official administrative pronouncement or judicial 

decision interpreting or applying such laws or regulations, which amendment or change is effective or 

which pronouncement or decision is announced on or after the date of issuance of the Capital Trust 

Securities of such Issuer Trust, there is more than an insubstantial risk that (i) such Issuer Trust is, or will 

be within 90 days of the delivery of such Opinion of Counsel, subject to United States Federal or 

Commonwealth of Puerto Rico income tax with respect to income received or accrued on the series of 

Debt Securities issued by the Company to such Issuer Trust, (ii) interest payable by the Company on such 

series of Debt Securities is not, or within 90 days of the delivery of such Opinion of Counsel will not be, 

deductible by the Company, in whole or in part, for Commonwealth of Puerto Rico tax purposes, or for 

United States federal income tax purposes, to the extent applicable to the Company, or (iii) such Issuer 

Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to more than an 

immaterial amount of other taxes, duties or other governmental charges.

“Trust Agreement” means, with respect to any Issuer Trust, the declaration of trust, trust 

agreement or other governing instrument of such Issuer Trust.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which 

this instrument was executed, except as provided in Section 9.05.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until 

a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and 

thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time 
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there is more than one such Person, “Trustee” as used with respect to the Debt Securities of any series 

shall mean the Trustee with respect to Debt Securities of that series.

“Trust Related Securities” means any obligations evidenced by debt securities (and guarantees in 

respect of those debt securities) initially issued to any trust, partnership or other entity affiliated with the 

Company that is, directly or indirectly, a financing vehicle of the Company in connection with the 

issuance by such entity of capital securities or other similar securities.

“Trust Securities” has the meaning specified in the first recital of this Indenture.

“United States” means the United States of America (including the District of Columbia and the 

Commonwealth of Puerto Rico) and its possessions.

“United States Alien” means any Person who, for United States Federal income tax purposes, is a 

foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or 

trust, or a foreign partnership one or more of the members of which is, for United States Federal income 

tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a 

foreign estate or trust.

“U.S. Government Obligations” means direct obligations of the United States for the payment of 

which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting 

as an agency or instrumentality of the United States the timely payment of which is unconditionally 

guaranteed as a full faith and credit obligation by the United States, and shall also include a depository 

receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as 

custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or 

interest on any such U.S. Government Obligation held by such custodian for the account of the holder of 

such depository receipt, provided that (except as required by law) such custodian is not authorized to 

make any deduction from the amount payable to the holder of such depository receipt from any amount 

received by the custodian in respect of the U.S. Government Obligation or the specific payment of 

principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

Section 1.02 Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any 

provision of this Indenture (other than the delivery of any Debt Security to the Trustee for authentication 

pursuant to Section 3.03), the Company shall furnish to the Trustee, if so requested by the Trustee, an 

Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to 

the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of 

such counsel all such conditions precedent, if any, have been complied with, except that in the case of any 

such application or request as to which the furnishing of such documents is specifically required by any 

provision of this Indenture relating to such particular application or request, no additional certificate or 

opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for 

in this Indenture shall include:

(1) a statement that each individual signing such certificate or opinion has read such 

covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon 

which the statements or opinions contained in such certificate or opinion are based;
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(3) a statement that, in the opinion of each such individual, he or she has made such 

examination or investigation as is necessary to enable him or her to express an informed 

opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or 

covenant has been complied with.

Section 1.03 Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any 

specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, 

only one such Person, or that they be so certified or covered by only one document, but one such Person 

may certify or give an opinion with respect to some matters and one or more other such Persons as to 

other matters, and any such Person may certify or give an opinion as to such matters in one or several 

documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal 

matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in 

the exercise of reasonable care should know, that the certificate or opinion or representations with respect 

to the matters upon which his or her certificate or opinion is based is erroneous. Any such certificate or 

Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, 

or representations by, an officer or officers of the Company stating that the information with respect to 

such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of 

reasonable care should know, that the certificate or opinions or representations with respect to such 

matters is erroneous.

Where any Person is required to make, give or execute two or more applications, requests, 

consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need 

not, be consolidated and form one instrument.

Section 1.04 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other 

action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by 

one or more instruments of substantially similar tenor signed by such Holders in person or by an agent 

duly appointed in writing. If Debt Securities of a series are issuable in whole or in part as Bearer 

Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided 

by this Indenture to be given or taken by Holders may, alternatively, be embodied in and evidenced by the 

record of Holders of Debt Securities voting in favor thereof, either in person or by proxies duly appointed 

in writing, at any meeting of Holders of Debt Securities duly called and held in accordance with the 

provisions of Article XVI, or a combination of such instruments and any such record. Except as herein 

otherwise expressly provided, such action shall become effective when such instrument or instruments or 

record or both are delivered to the Trustee, and, where it is hereby expressly required, to the Company. 

Such instrument or instruments and any such record (and the action embodied therein and evidenced 

thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or 

instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing 

appointing any such agent, or the holding by any Person of a Debt Security, shall be sufficient for any 

purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the 

Company, if made in the manner provided in this Section. The record of any meeting of Holders of Debt 

Securities shall be proved in the manner provided in Section 16.06.
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(b) The fact and date of the execution by any Person of any such instrument or 

writing may be proved in any manner which the Trustee deems sufficient.

(c) The ownership of Registered Securities shall be proved by the Security Register.

(d) The principal amount and serial numbers of Bearer Securities held by any 

Person, and the date of holding the same, may be proved by the production of such Bearer Securities or 

by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever 

situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date 

therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer 

Securities in the amount and with the serial numbers therein described; or such facts may be proved by 

the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is

deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership 

of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in 

respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by 

some other person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or 

(4) such Bearer Security is no longer Outstanding.

(e) The fact and date of execution of any such instrument or writing, the authority of 

the Person executing the same and the principal amount and serial numbers of Bearer Securities held by 

the Person so executing such instrument or writing and the date of holding the same may also be proved 

in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require 

further proof with respect to any of the matters referred to in this Section.

(f) Any request, demand, authorization, direction, notice, consent, waiver or other 

Act of the Holder of any Debt Security shall bind every future holder of the same Debt Security and the 

Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in 

lieu thereof in respect of anything done, suffered or omitted by the Trustee or the Company in reliance 

thereon, whether or not notation of such action is made upon such Debt Security.

(g) For purposes of determining the principal amount of Outstanding Debt Securities 

of any series, the Holders of which are required, requested or permitted to give any request, demand, 

authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i) each 

Original Issue Discount Security shall be deemed to have the principal amount determined by the Trustee 

that could be declared to be due and payable pursuant to the terms of such Original Issue Discount 

Security as of the date there is delivered to the Trustee and, where it is hereby expressly required, to the 

Company, such Act by Holders of the required aggregate principal amount of the Outstanding Debt 

Securities of such series and (ii) each Debt Security denominated in a Foreign Currency or composite 

currency shall be deemed to have the principal amount determined by the Exchange Rate Agent by

converting the principal amount of such Debt Security in the currency in which such Debt Security is 

denominated into Dollars at the Exchange Rate as of the date such Act is delivered to the Trustee and, 

where it is hereby expressly required, to the Company, by Holders of the required aggregate principal 

amount of the Outstanding Debt Securities of such series (or, if there is no such rate on such date, such 

rate on the date determined as specified as contemplated in Section 3.01).

(h) The Company may set a record date for purposes of determining the identity of 

Holders of Debt Securities of any series entitled to vote or consent to any action by vote or consent 

authorized or permitted by Section 5.12 or Section 5.13. Such record date shall be the later of 30 days 

prior to the first solicitation of such consent or the date of the most recent list of Holders of such Debt 

Securities furnished to the Trustee pursuant to Section 7.01 prior to such solicitation.
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Section 1.05 Notices, etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or 

other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed 

with,

(1) the Trustee by any Holder, any holder of Capital Trust Securities or the Company shall be 

sufficient for every purpose hereunder (unless otherwise herein expressly provided), if 

made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust 

Office, Attention: Corporate Trust Division, or

(2) the Company by the Trustee, any Holder or any holder of Capital Trust Securities shall be 

sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in 

writing and mailed, first-class postage prepaid, to the Company addressed to the attention 

of its Secretary at the address of its principal office specified in the first paragraph of this 

instrument or at any other address previously furnished in writing to the Trustee by the 

Company.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture 

sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, 

however, that (a) the party providing such written instructions, subsequent to such transmission of written 

instructions, shall provide the originally executed instructions or directions to the Trustee in a timely 

manner, and (b) such originally executed instructions or directions shall be signed by an authorized 

representative of the party providing such instructions or directions. If the party elects to give the Trustee 

e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its 

discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be 

deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or 

indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such 

instructions conflict or are inconsistent with a subsequent written instruction. The party providing 

electronic instructions agrees to assume all risks arising out of the use of such electronic methods to 

submit instructions and directions to the Trustee, including without limitation the risk of the Trustee 

acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 1.06 Notice to Holders; Waiver.

Except as otherwise expressly provided herein, where this Indenture provides for notice to 

Holders of any event, (1) such notice shall be sufficiently given to Holders of Registered Securities if in 

writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such 

event, at such Holder’s address as it appears in the Security Register, not later than the latest date, and not 

earlier than the earliest date, prescribed for the giving of such notice; and (2) such notice shall be 

sufficiently given to Holders of Bearer Securities by publication thereof in an Authorized Newspaper in 

The City of New York and, if the Debt Securities of such series are then listed on The International Stock 

Exchange of the United Kingdom and the Republic of Ireland and such stock exchange shall so require, in 

London, and, if the Debt Securities of such series are then listed on the Luxembourg Stock Exchange and 

such stock exchange shall so require, in Luxembourg and, if the Debt Securities of such series are then 

listed on any other stock exchange outside the United States and such stock exchange shall so require, in 

any other required city outside the United States or, if not practicable, in Europe on a Business Day at 

least twice, the first such publication to be not later than the latest date and not earlier than the earliest 

date prescribed for the giving of such notice. In case, by reason of the suspension of or irregularities in 

regular mail service or for any other reason, it shall be impossible or impracticable to mail notice of any 

event to Holders when said notice is required to be given pursuant to any provision of this Indenture or of 
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the Debt Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be 

deemed to be a sufficient giving of such notice.

In any case where notice to Holders of Registered Securities is to be given by mail, neither the 

failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a 

Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered 

Securities or the sufficiency of any notice by publication to Holders of Bearer Securities given as 

provided above.

In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason of 

any other cause, it shall be impossible or impracticable to make publication of any notice to Holders of 

Bearer Securities as provided above, then such method of publication or notification as shall be made 

with the approval of the Trustee shall constitute a sufficient publication of such notice. Neither failure to 

give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice 

so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as 

provided above.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by 

the Person entitled to receive such notice, either before or after the event, and such waiver shall be the 

equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing 

shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Any request, demand, authorization, direction, notice, consent, election, waiver or other Act 

required or permitted under this Indenture shall be in the English language, except that any published 

notice may be in an official language of the country of publication.

Section 1.07 Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with another provision hereof which is 

required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such 

required provision shall control.

Section 1.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and 

shall not affect the construction hereof.

Section 1.09 Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and 

assigns, whether expressed or not.

Section 1.10 Separability Clause. 

In case any provision in this Indenture or in the Debt Securities or coupons shall be invalid, 

illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in 

any way be affected or impaired thereby.
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Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Debt Securities or coupons, express or implied, shall give to 

any Person, other than the parties hereto and their successors hereunder, any Paying Agent, the Holders 

and, to the extent expressly provided in Sections 5.02, 5.08, 5.09, 5.11, 5.13, 9.01 and 9.02, the holders of 

Capital Trust Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law.

This Indenture and the Debt Securities and coupons shall be governed by and construed in 

accordance with the laws of the State of New York.

Section 1.13 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, Capital Exchange Date, 

Repayment Date or Stated Maturity of any Debt Security shall not be a Business Day at any Place of 

Payment or Place of Capital Exchange, then (notwithstanding any other provision of this Indenture or of 

the Debt Securities or coupons) payment of interest or principal (and premium, if any) or exchange of 

Debt Securities for Capital Securities or cash need not be made at such Place of Payment or Place of 

Capital Exchange on such date, but may be made on the next succeeding Business Day at such Place of 

Payment or Place of Capital Exchange with the same force and effect as if made on the Interest Payment 

Date, Capital Exchange Date, Redemption Date, Repayment Date or at the Stated Maturity, and no 

interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, 

Repayment Date, Capital Exchange Date or Stated Maturity, as the case may be.

Section 1.14 Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed shall 

be deemed to be an original, but all such counterparts shall together constitute but one and the same 

Indenture.

Section 1.15 Appointment of Agent for Service.

The Company hereby appoints Brian Doran, Senior Vice President of Popular North America, 

Inc. at the office of Popular North America, Inc. located in The City of New York as the Company’s 

authorized agent (the “Authorized Agent”) upon whom service of process may be served in any action 

arising out of or based on the Debt Securities, or this Indenture (including any action based on or arising 

out of the United States federal securities laws) that may be instituted in New York State or United States 

Federal Courts sitting in The City of New York, by the Trustee or the Holder of any Debt Security, and 

the Company hereby expressly accepts the jurisdiction of any such court in respect of any such action. 

Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent 

for service of process, and such successor’s acceptance of such appointment, shall have occurred, and the 

Company and Authorized Agent will take any and all actions, including the filing of any and all 

documents and instruments, that may be necessary to continue such appointment or appointments in full 

force and effect as aforesaid. Service of process upon an Authorized Agent will be deemed, in every 

respect effective service of process upon the Company. Notwithstanding the foregoing, any action against 

the Company arising out of or based on any Debt Security, or this Indenture may also be instituted by the 

Holder of such Debt Security in any court in the Commonwealth of Puerto Rico, and the Company hereby 

expressly accepts the jurisdiction of any such court in respect of any such action.
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Section 1.16 Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO 

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL 

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS 

INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 1.17 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of 

its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, 

including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military 

disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of 

utilities, communications or third-party computer (software and hardware) services; it being understood 

that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking 

industry to resume performance as soon as practicable under the circumstances.

ARTICLE II

DEBT SECURITY FORMS

Section 2.01 Forms Generally.

The Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each 

series shall be in substantially the form (including temporary or permanent global form) as shall be 

established in or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each 

case with such appropriate insertions, omissions, substitutions and other variations as are required or 

permitted by this Indenture, and may have such letters, numbers or other marks of identification and such 

legends or endorsements placed thereon, as may be required to comply with the rules of any securities 

exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities 

or coupons, as evidenced by their signatures on the Debt Securities or coupons. If the form of Debt 

Securities of any series or coupons (including any such Global Security) is established by action taken 

pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the 

Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery 

of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Debt 

Securities or coupons. Unless otherwise specified as contemplated by Section 30.1, Debt Securities in 

bearer form other than Debt Securities in temporary or permanent global form shall have coupons 

attached. The definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved on 

steel engraved borders or may be produced in any other manner, all as determined by the officers 

executing such Debt Securities, as evidenced by the execution of such Debt Securities and coupons.

Section 2.02 Form of Trustee’s Certificate of Authentication.

This is one of the Debt Securities, of the series designated herein, described in the withinmentioned Indenture.

THE BANK OF NEW YORK MELLON, not in

its individual capacity but solely as Trustee
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By__________________________________

Authorized Officer

Dated: ____________

Section 2.03 Debt Securities in Global Form.

If Debt Securities of a series are issuable in whole or in part in global form, as specified as 

contemplated by Section 3.01, then, notwithstanding clause (12) of Section 3.01 and the provisions of 

Section 3.02, such Global Security shall represent such of the outstanding Debt Securities of such series 

as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding 

Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt 

Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement 

of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding 

Debt Securities represented thereby shall be made in such manner and upon instructions given by such 

Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee 

pursuant to Section 3.03 or Section 3.04.

The provisions of the last sentence of Section 3.03(g) shall apply to any Debt Securities 

represented by a Debt Security in global form if such Debt Security was never issued and sold by the 

Company and the Company delivers to the Trustee the Debt Security in global form together with written 

instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of 

Counsel) with respect to the reduction in the principal amount of Debt Securities represented thereby, 

together with the written statement contemplated by the last sentence of Section 3.03(g).

Global Securities may be issued in either registered or bearer form and in either temporary or 

permanent form.

ARTICLE III

THE DEBT SECURITIES

Section 3.01 Amount Unlimited; Issuance in Series.

The aggregate principal amount of Debt Securities which may be authenticated and delivered 

under this Indenture is unlimited.

The Debt Securities may be issued in one or more series. There shall be established in or pursuant 

to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures 

supplemental hereto, prior to the issuance of Debt Securities of any series:

(1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of 

the series from all other Debt Securities);

(2) the limit, if any, upon the aggregate principal amount of the Debt Securities of the series 

which may be authenticated and delivered under this Indenture (except for Debt 

Securities authenticated and delivered upon registration of transfer of, or in exchange for, 

or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 

11.07, 13.03, 14.08 or 19.03 and except for any Debt Securities which, pursuant to 

Section 3.03, are deemed never to have been authenticated and delivered hereunder);
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(3) if applicable, the date or dates on which the principal and premium, if any, of the Debt 

Securities of the series are payable;

(4) the rate or rates, if any, at which the Debt Securities of the series shall bear interest, the 

rate or rates of and extent to which Additional Interest, if any, shall be payable in respect 

of any Debt Securities of the series, or the method or methods by which such rate or rates 

may be determined, the date or dates from which such interest or Additional Interest shall 

accrue, the Interest Payment Dates on which such interest shall be payable, the right, 

pursuant to Section 3.13 or as otherwise set forth therein, of the Company to defer or 

extend an Interest Payment Date, the Regular Record Date for the interest payable on any 

Registered Security on any Interest Payment Date and the other circumstances, if any, in 

which the Company may defer interest payments;

(5) the place or places where, subject to the provisions of Section 10.02, the principal of (and 

premium, if any) and interest (including Additional Interest) on Debt Securities of the 

series shall be payable, any Registered Securities of the series may be surrendered for 

registration of transfer, Debt Securities of the series may be surrendered for exchange and 

notices and demands to or upon the Company in respect of the Debt Securities of the 

series and this Indenture may be served and where notices to Holders pursuant to 

Section 1.06 will be published;

(6) if applicable, the period or periods within which or the date or dates on which, the price 

or prices at which and the terms and conditions upon which Debt Securities of the series 

may be redeemed, in whole or in part, at the option of the Company;

(7) if applicable, the place or places at which, the period or periods within which, the price or 

prices at which and the terms and conditions upon which Debt Securities shall be 

exchangeable for Capital Securities of the Company, which terms and conditions shall 

not be inconsistent with Article XIV;

(8) any covenant or option of the Company to create a Securities Fund for the repayment of 

the Debt Securities and the terms and conditions of such Securities Fund, which terms 

and conditions shall not be inconsistent with Article XV;

(9) the obligation, if any, of the Company to redeem, repay or purchase Debt Securities of 

the series pursuant to any sinking fund or analogous provisions or at the option of a 

Holder thereof and the period or periods within which, the price or prices at which and 

the terms and conditions upon which Debt Securities of the series shall be redeemed, 

repaid or purchased, in whole or in part, pursuant to such obligation;

(10) whether Debt Securities of the series are to be issuable as Registered Securities, Bearer 

Securities or both, whether Debt Securities of the series are to be issuable with or without 

coupons or both and, in the case of Bearer Securities, the date as of which such Bearer 

Securities shall be dated if other than the date of original issuance of the first Debt 

Security of such series of like tenor and term to be issued;

(11) whether the Debt Securities of the series shall be issued in whole or in part in the form of 

a Global Security or Securities and, in such case, the Depositary and Global Exchange 

Agent for such Global Security or Securities, whether such global form shall be 

permanent or temporary and, if applicable, the Global Exchange Date;
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(12) if Debt Securities of the series are to be issuable initially in the form of a temporary 

Global Security, the circumstances under which the temporary Global Security can be 

exchanged for definitive Debt Securities and whether the definitive Debt Securities will 

be Registered and/or Bearer Securities and will be in global form and whether interest 

(including any Additional Interest) in respect of any portion of such Global Security 

payable in respect of an Interest Payment Date prior to the Global Exchange Date shall be 

paid to any clearing organization with respect to a portion of such Global Security held 

for its account and, in such event, the terms and conditions (including any certification 

requirements) upon which any such interest payment received by a clearing organization 

will be credited to the Persons entitled to interest payable on such Interest Payment Date 

if other than as provided in this Article III;

(13) whether, and under what conditions, additional amounts will be payable to Holders of 

Debt Securities of the series pursuant to Section 10.06;

(14) the denominations in which any Registered Securities of the series shall be issuable, if 

other than denominations of $1,000 and any integral multiple thereof, and the 

denominations in which any Bearer Securities of such series shall be issuable, if other 

than the denomination of $5,000;

(15) if other than the principal amount thereof, the portion of the principal amount of Debt 

Securities of the series which shall be payable upon declaration of acceleration of the 

Maturity thereof pursuant to Section 5.02;

(16) the currency or currencies of denomination of the Debt Securities of any series, which 

may be in Dollars, any Foreign Currency or any composite currency, including but not 

limited to the Euro, and, if any such currency of denomination is a composite currency 

other than the Euro, the agency or organization, if any, responsible for overseeing such 

composite currency;

(17) the currency or currencies in which payment of the principal of (and premium, if any) and 

interest (including any Additional Interest) on the Debt Securities will be made, the 

currency or currencies, if any, in which payment of the principal of (and premium, if any) 

or the interest (including any Additional Interest) on Registered Securities, at the election 

of each of the Holders thereof, may also be payable and the periods within which and the 

terms and conditions upon which such election is to be made and the Exchange Rate and 

Exchange Rate Agent (the “Exchange Rate Agent”);

(18) if the amount of payments of principal of (and premium, if any) or interest (including any 

Additional Interest) on the Debt Securities of the series may be determined with reference 

to an index based on a currency or currencies other than that in which the Debt Securities 

are denominated or designated to be payable, the manner in which such amounts shall be 

determined;

(19) if payments of principal of (and premium, if any) or interest (including any Additional 

Interest) on the Debt Securities of the series are to be made in a Foreign Currency other 

than the currency in which such Debt Securities are denominated (the “Exchange Rate”), 

the manner in which the Exchange Rate with respect to such payments shall be 

determined or if the Exchange Rate is to be determined otherwise than as provided in 

Section 1.01;
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(20) any Events of Default with respect to Debt Securities of such series, if not set forth 

herein, and any Events of Default set forth herein that shall not apply to Debt Securities 

of the series;

(21) any other covenant or warranty included for the benefit of the Debt Securities of the 

series in addition to (and not inconsistent with) those set forth herein for the benefit of 

Debt Securities of all series, or any other covenant or warranty included for the benefit of 

Debt Securities of the series in lieu of any covenant or warranty set forth herein for the 

benefit of Debt Securities of all series, or any provision that any covenant or warranty set 

forth herein for the benefit of Debt Securities of all series shall not be for the benefit of 

Debt Securities of such series, or any combination of such covenants, warranties or 

provisions and whether the provisions of Section 10.05 will not apply such covenants and 

warranties;

(22) the terms and conditions, if any, pursuant to which the Company’s obligations under this 

Indenture may be terminated through the deposit of money or Eligible Instruments as 

provided in Articles IV and XVII;

(23) the Person or Persons who shall be Security Registrar for the Debt Securities of such 

series if other than the Trustee, and the place or places where the Security Register for 

such series shall be maintained and the Person or Persons who will be the initial Paying 

Agent or Agents, if other than the Trustee;

(24) whether the Debt Securities of the series are Convertible Securities and the terms related 

thereto including the Conversion Price and the date on which the right to convert expires;

(25) if such Debt Securities are to be issued to an Issuer Trust, the form or forms of the Trust 

Agreement and Guarantee Agreement relating thereto;

(26) if other than as set forth herein, the relative degree, if any, to which the Debt Securities of 

the series shall be senior to or be subordinated to other series of Debt Securities in right 

of payment, whether such other series of Debt Securities are Outstanding or not; and

(27) any other terms of the series (which terms shall not be inconsistent with the provisions of 

this Indenture).

All Debt Securities of any one series and the coupons appertaining to Bearer Securities of such 

series, if any, shall be substantially identical except, in the case of Registered Securities, as to 

denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set 

forth in such Officers’ Certificate or in any such indenture supplemental hereto.

Debt Securities of any particular series may be issued at various times, with different dates on 

which the principal or any installment of principal is payable, with different rates of interest, if any, or 

different methods by which rates of interest may be determined, with different dates on which such 

interest may be payable and with different Redemption or Repayment Dates and may be denominated in

different currencies or payable in different currencies.

If any of the terms of a series of Debt Securities are established by action taken pursuant to a 

Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an 

Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ 

Certificate setting forth the terms of the series.
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Section 3.02 Denominations.

Debt Securities of each series shall be issuable in such form and denominations as shall be 

specified in the form of Debt Security for such series approved or established pursuant to Section 2.01 or 

in the Officers’ Certificate delivered pursuant to Section 3.01. In the absence of any specification with 

respect to the Debt Securities of any series, the Registered Securities of such series, if any, shall be 

issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such 

series, if any, shall be issuable in the denominations of $5,000.

Section 3.03 Execution, Authentication, Delivery and Dating.

(a) The Debt Securities shall be executed on behalf of the Company by its Chairman 

of the Board, a Vice Chairman of the Board, the President or a Vice President, and by its Treasurer or one 

of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries under its corporate seal 

reproduced thereon. The signature of any of these officers on the Debt Securities may be manual or 

facsimile. Coupons shall bear the facsimile signature of an authorized officer of the Company.

Debt Securities and coupons bearing the manual or facsimile signatures of individuals who were 

at any time the proper officers of the Company shall bind the Company, notwithstanding that such 

individuals or any of them have ceased to hold such offices prior to the authentication and delivery of 

such Debt Securities or coupons of any series or did not hold such offices at the date of such Debt 

Securities or coupons.

(b) At any time and from time to time after the execution and delivery of this 

Indenture, Debt Securities of any series may be executed by the Company and delivered to the Trustee for 

authentication, and, except as otherwise provided in this Article III, shall thereupon be authenticated and 

delivered by the Trustee upon Company Order, without any further action by the Company; provided, 

however, that, in connection with its original issuance, a Bearer Security may be delivered only outside 

the United States and, except in the case of a temporary Global Security, only if the Company or its agent 

shall have received the certification required pursuant to Sections 3.04(b)(iii) and (iv), unless such 

certification shall have been provided earlier pursuant to Section 3.04(b)(v) hereof, and only if the 

Company has no reason to know that such certification is false.

To the extent authorized in or pursuant to a Board Resolution and set forth in an Officers’ 

Certificate, or established in one or more indentures supplemental hereto, such written Company Order 

may be given by any one officer or employee of the Company, may be electronically transmitted, and 

may provide instructions as to registration of holders, principal amounts, rates of interest, maturity dates 

and other matters contemplated by such Board Resolution and Officers’ Certificate or supplemental 

indenture to be so instructed in respect thereof. Before authorizing and delivering the first Debt Securities 

of any series (and upon request of the Trustee thereafter), the Company shall deliver to the Trustee (i) the 

certificates called for under Sections 2.01 and 3.01 hereof and (ii) an Opinion of Counsel described in the 

next sentence.

In authenticating such Debt Securities, and accepting the additional responsibilities under this 

Indenture in relation to any Debt Securities, the Trustee shall be entitled to receive, prior to the initial 

authentication of such Debt Securities, and (subject to Section 6.01) shall be fully protected in relying 

upon:

(i) a Board Resolution relating thereto and, if applicable, an appropriate record of 

any action taken pursuant to such resolution certified by the Secretary or an Assistant Secretary of 

the Company;
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(ii) an executed supplemental indenture, if any, relating thereto;

(iii) an Officers’ Certificate setting forth the form and terms of the Debt Securities of 

such series and coupons, if any, pursuant to Sections 2.01 and 3.01 and stating that all conditions 

precedent provided for in this Indenture relating to the issuance of such Debt Securities have been 

complied with; and

(iv) an Opinion of Counsel stating

(A) that the form of such Debt Securities and coupons, if any, has been 

established in or pursuant to a Board Resolution or by a supplemental 

indenture as permitted by Section 2.01 in conformity with the provisions 

of this Indenture;

(B) that the terms of such Debt Securities and coupons, if any, have been 

established in or pursuant to a Board Resolution or by a supplemental 

indenture as permitted by Section 3.01 in conformity with the provisions 

of this Indenture; and

(C) that such Debt Securities and coupons, if any, when authenticated and 

delivered by the Trustee and issued by the Company in the manner and 

subject to any conditions specified in such Opinion of Counsel, will 

constitute valid and binding obligations of the Company, enforceable in 

accordance with their terms, except that where Debt Securities of any 

series are to be exchanged for Capital Securities or paid from the 

Securities Fund, the issuance of Capital Securities will require further 

action by the Board of Directors, and subject, as to enforcement of 

remedies, to applicable bankruptcy, reorganization, insolvency, 

moratorium or other laws affecting creditors’ rights generally and the 

application of general principles of equity and except further as 

enforcement thereof may be limited by (i) requirements that a claim with 

respect to any Debt Securities denominated other than in Dollars (or a 

Foreign Currency or currency unit judgment in respect of such claim) be 

converted into Dollars at a rate of exchange prevailing on a date 

determined pursuant to applicable law or (ii) governmental authority to 

limit, delay or prohibit the making of payments in Foreign Currencies or 

currency units or payments outside the United States.

(c) If the Company shall establish pursuant to Section 3.01 that the Debt Securities 

of a series are to be issued in whole or in part in the form of one or more Global Securities, then the 

Company shall execute and the Trustee shall, in accordance with this Section and the Company Order 

with respect to such series, authenticate and deliver one or more Global Securities in permanent or 

temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to the 

aggregate principal amount of the Outstanding Debt Securities of such series to be represented by one or 

more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or 

Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary 

or pursuant to such Depositary’s instructions.

(d) The Trustee shall have the right to decline to authenticate and deliver any Debt 

Securities under this Section 3.03 if the issuance of such Debt Securities will adversely affect the 
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Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a 

manner which is not reasonably acceptable to the Trustee.

(e) Each Registered Security shall be dated the date of its authentication. Each 

Bearer Security shall be dated as of the date specified as contemplated by Section 3.01.

(f) No Debt Security or coupon attached thereto shall be entitled to any benefit 

under this Indenture or be valid or obligatory for any purpose, unless there appears on such Debt Security 

a certificate of authentication substantially in the form provided for herein executed by the Trustee, and 

such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such 

Debt Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.06, 

the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for 

interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Debt 

Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued 

and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for 

cancellation as provided in Section 3.09 together with a written statement (which need not comply with 

Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security or 

portion thereof has never been issued and sold by the Company, for all purposes of this Indenture such 

Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never 

be entitled to the benefits of this Indenture.

(g) Each Depositary designated pursuant to Section 3.01 for a Global Security in 

registered form must, at the time of its designation and at all times while it serves as Depositary, be a 

clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or 

regulation.

(h) Debt Securities distributed to holders of Book-Entry Capital Securities (as 

defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in 

the form of one or more Global Securities registered in the name of a Depositary or its nominee, and 

deposited with the Security Registrar, as custodian for such Depositary, or with such Depositary, for 

credit by the Depositary to the respective accounts of the beneficial owners of the Debt Securities 

represented thereby (or such other accounts as they may direct). Debt Securities distributed to holders of 

Capital Trust Securities other than Book-Entry Capital Securities upon the dissolution of an Issuer Trust 

shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry 

trading in beneficial interests in such Debt Securities.

Section 3.04 Temporary Debt Securities.

(a) Pending the preparation of definitive Debt Securities of any series, the Company 

may execute, and upon receipt of documents required by Sections 3.01 and 3.03, together with a 

Company Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed, 

lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of 

the tenor and terms of the definitive Debt Securities in lieu of which they are issued in registered form or, 

if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate 

insertions, omissions, substitutions and other variations as the officers executing such Debt Securities 

may determine, as evidenced by their signatures on such Debt Securities. In the case of Debt Securities of 

any series issuable as Bearer Securities, such temporary Debt Securities may be in global form, 

representing all or any part of the Outstanding Debt Securities of such series.

(b) Unless otherwise provided pursuant to Section 3.01:
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(i) Except in the case of temporary Debt Securities in global form, if temporary Debt 

Securities of any series are issued, the Company will cause definitive Debt Securities of such 

series to be prepared without unreasonable delay. After the preparation of definitive Debt 

Securities of such series, the related temporary Debt Securities shall be exchangeable for such 

definitive Debt Securities upon surrender of the temporary Debt Securities of such series at the 

office or agency of the Company in the Place of Payment for such series, without charge to the 

Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any 

series (accompanied, if applicable, by all unmatured coupons and all matured coupons in default 

appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in 

exchange therefor a like principal amount of definitive Debt Securities of the same series of like 

tenor and terms and of authorized denominations; provided, however, that no Bearer Security 

shall be delivered in exchange for a Registered Security; and provided, further, that a Bearer 

Security shall be delivered in exchange for a Bearer Security only in compliance with the 

conditions set forth in Section 3.05.

(ii) If Debt Securities of any series are issued in temporary global form, any such 

temporary Global Security shall, unless otherwise provided pursuant to Section 3.01, be delivered 

to the Depositary for the benefit of Euroclear and Clearstream, for credit to the respective 

accounts of the beneficial owners of such Debt Securities (or to such other accounts as they may 

direct).

(iii) Without unnecessary delay but in any event not later than the date specified in, or 

determined pursuant to the terms of, any such temporary Global Security (the “Global Exchange 

Date”), the Company shall deliver definitive Debt Securities to the Trustee or the agent appointed 

by the Company pursuant to Section 3.01 to effect the exchange of the temporary Global Security 

for definitive Debt Securities (the “Global Exchange Agent”), in an aggregate principal amount 

equal to the principal amount of such temporary Global Security, executed by the Company. On 

or after the Global Exchange Date, such temporary Global Security shall be surrendered by the 

Depositary to the Global Exchange Agent, to be exchanged, in whole or from time to time in part, 

for definitive Debt Securities without charge and the Trustee or the Global Exchange Agent, if 

authorized by the Trustee pursuant to Section 6.14, shall authenticate and deliver, in exchange for 

each portion of such temporary Global Security, an equal aggregate principal amount of definitive 

Debt Securities of the same series of authorized denominations and of like tenor and terms as the 

portion of such temporary Global Security to be exchanged. Upon any exchange of a part of such 

temporary Global Security for definitive Debt Securities, the portion of the principal amount and 

any interest (including any Additional Interest) thereon so exchanged shall be endorsed by the 

Global Exchange Agent on a schedule to such temporary Global Security, whereupon the 

principal amount and interest payable with respect to such temporary Global Security shall be 

reduced for all purposes by the amount so exchanged and endorsed. The definitive Debt 

Securities to be delivered in exchange for any such temporary Global Security shall be in bearer 

form, registered form, global registered form or global bearer form, or any combination thereof, 

as specified and contemplated by Section 3.01, and, if any combination thereof is so specified, as 

requested by the beneficial owner thereof; provided, however, that, in the case of the exchange of 

the temporary Global Security for definitive Bearer Securities (including a definitive Global 

Bearer Security), upon such presentation by the Depositary, such temporary Global Security shall 

be accompanied by a certificate signed by Euroclear as to the portion of such temporary Global 

Security held for its account then to be exchanged and a certificate signed by Clearstream as to 

the portion of such temporary Global Security held for its account then to be exchanged, each in 

the form set forth in Exhibit B to this Indenture, unless such certificate(s) shall have been 

provided earlier pursuant to Section 3.04(b)(v) hereof; and provided, further, that definitive 

Bearer Securities (including a definitive Global Bearer Security) shall be delivered in exchange 
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for a portion of a temporary Global Security only in compliance with the requirements of 

Section 3.03.

(iv) The interest of a beneficial owner of Debt Securities of a series in a temporary 

Global Security shall be exchanged for definitive Debt Securities of the same series and of like 

tenor and terms following the Global Exchange Date when the account holder instructs Euroclear 

or Clearstream, as the case may be, to request such exchange on such account holder’s behalf 

and, in the case of the exchange of the temporary Global Security for definitive Bearer Securities 

(including a definitive Global Bearer Security), unless such certificate(s) shall have been 

provided earlier pursuant to Section 3.04(b)(v) hereof, the account holder delivers to Euroclear or 

Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 and, if 

applicable, A-2 to this Indenture, dated no earlier than 15 days prior to the Global Exchange Date, 

copies of which certificate shall be available from the offices of Euroclear and Clearstream, the 

Global Exchange Agent, any authenticating agent appointed for such series of Debt Securities and 

each Paying Agent. Unless otherwise specified in such temporary Global Security, any such 

exchange shall be made free of charge to the beneficial owners of such temporary Global 

Security, except that a Person receiving definitive Debt Securities must bear the cost of insurance, 

postage, transportation and the like in the event that such Person does not take delivery of such 

definitive Debt Securities in person at the offices of Euroclear and Clearstream. Definitive Debt 

Securities in bearer form to be delivered in exchange for any portion of a temporary Global 

Security shall be delivered only outside the United States.

(v) Until exchanged in full as hereinabove provided, the temporary Debt Securities 

of any series shall in all respects be entitled to the same benefits under this Indenture as definitive 

Debt Securities of the same series and of like tenor and terms authenticated and delivered 

hereunder, except that interest (including any Additional Interest) payable on a temporary Global 

Security on an Interest Payment Date shall be payable to Euroclear and Clearstream on such 

Interest Payment Date only if there has been delivery by Euroclear and Clearstream to the Global 

Exchange Agent of a certificate or certificates in the form set forth in Exhibit B to this Indenture 

dated no earlier than the first Interest Payment Date, for credit without further interest on or after 

such Interest Payment Date to the respective accounts of the Persons who are the beneficial 

owners of such temporary Global Security on such Interest Payment Date and who have each 

delivered to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in 

Exhibit A-1 and, if applicable, A-2 to this Indenture dated no earlier than the first Interest 

Payment Date. Any interest so received by Euroclear and Clearstream and not paid as herein 

provided prior to the Global Exchange Date shall be returned to the Global Exchange Agent 

which, upon expiration of two years after such Interest Payment Date, shall repay such interest to 

the Company in accordance with Section 10.03.

Section 3.05 Registration; Registration of Transfer and Exchange.

The Company shall cause to be kept at one of the offices or agencies to be maintained by the 

Company in accordance with the provisions of this Section 3.05 and Section 10.02, with respect to the 

Debt Securities of each series which are Registered Securities, a register (herein sometimes referred to as 

the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the 

Company shall provide for the registration of Registered Securities and of transfers of Registered 

Securities. Pursuant to Section 3.01, the Company shall appoint, with respect to Debt Securities of each 

series which are Registered Securities, a “Security Registrar” for the purpose of registering such Debt 

Securities and transfers and exchanges of such Debt Securities as herein provided.
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Upon surrender for registration of transfer of any Registered Security of any series at the office or 

agency of the Company maintained for such purpose, the Company shall execute, and the Trustee shall 

authenticate and deliver, in the name of the designated transferee or transferees, one or more new 

Registered Securities of the same series of any authorized denomination or denominations, of like tenor 

and terms and aggregate principal amount.

At the option of the Holder, Registered Securities of any series may be exchanged for other 

Registered Securities of the same series of any authorized form and denomination, of like tenor and terms 

and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such 

office or agency. Bearer Securities may not be delivered in exchange for Registered Securities.

At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued 

in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 3.01 with 

respect to a Bearer Security in global form) of the same series, of any authorized denominations and of 

like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be 

exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default 

thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon 

or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer 

Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount 

equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or 

coupons may be waived by the Company and the Trustee if there be furnished to them such security or 

indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the 

Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which 

such a payment shall have been made, such Holder shall be entitled to receive the amount of such 

payment; provided, however, that, except as otherwise provided in Section 10.02, interest represented by 

coupons shall be payable only upon presentation and surrender of those coupons at an office or agency 

located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is 

surrendered at any such office or agency in exchange for a Registered Security of the same series and like 

tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and 

before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any 

Special Record Date and before the opening of business at such office or agency on the related date for 

payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to 

such Interest Payment Date or proposed date of payment, as the case may be.

Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and 

the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is 

entitled to receive. 

If at any time the Depositary for the Debt Securities of a series notifies the Company that it is 

unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the 

Depositary for the Debt Securities of such series shall no longer be eligible under Section 3.03(h), the 

Company shall appoint a successor Depositary with respect to the Debt Securities of such series. If a 

successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 

days after the Company receives such notice or becomes aware of such ineligibility, the Company’s 

election pursuant to Section 3.01(11) shall no longer be effective with respect to the Debt Securities of 

such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the 

authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt 

Securities of such series in definitive form in an aggregate principal amount equal to the principal amount 

of the Global Security or Securities representing such series in exchange for such Global Security or 

Securities.
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The Company may at any time and in its sole discretion determine that the Debt Securities of any 

series issued in the form of one or more Global Securities shall no longer be represented by such Global 

Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a 

Company Order for the authentication and delivery of definitive Debt Securities of such series, will 

authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal 

amount equal to the principal amount of the Global Security or Securities representing such series in 

exchange for such Global Security or Securities.

If specified by the Company pursuant to Section 3.01 with respect to a series of Debt Securities, 

the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt 

Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in 

definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the 

Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(a) to each Person specified by such Depositary a new Debt Security or Securities of 

the same series, of like tenor and terms and of any authorized denominations as requested by such person 

in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global 

Security; and

(b) to such Depositary a new Global Security of like tenor and terms and in a 

denomination equal to the difference, if any, between the principal amount of the surrendered Global 

Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.

In any exchange provided for in any of the preceding three paragraphs, the Company will execute 

and the Trustee will authenticate and deliver Debt Securities (a) in definitive registered form in authorized 

denominations, if the Debt Securities of such series are issuable as Registered Securities, (b) in definitive 

bearer form in authorized denominations, with coupons attached, if the Debt Securities of such series are 

issuable as Bearer Securities or (c) as either Registered or Bearer Securities, as shall be specified by the 

beneficial owner thereof, if the Debt Securities of such series are issuable in either form; provided, 

however, that no definitive Bearer Security shall be delivered in exchange for a temporary Global 

Security unless the Company or its agent shall have received from the person entitled to receive the 

definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, 

A-2 hereto; and provided further that delivery of a Bearer Security shall occur only outside the United 

States; and provided further that no definitive Bearer Security will be issued if the Company has reason to 

know that any such certificate is false.

Upon the exchange of a Global Security for Debt Securities in definitive form, such Global 

Security shall be cancelled by the Trustee. Registered Securities issued in exchange for a Global Security 

pursuant to this Section shall be registered in such names and in such authorized denominations as the 

Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or 

otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the persons in 

whose names such Debt Securities are so registered. The Trustee shall deliver Bearer Securities issued in 

exchange for a Global Security pursuant to this Section to the persons, and in such authorized 

denominations, as the Depositary for such Global Security, pursuant to instructions from its direct or 

indirect participants or otherwise, shall instruct the Trustee; provided, however, that no definitive Bearer 

Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent 

shall have received from the person entitled to receive the definitive Bearer Security a certificate 

substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that 

delivery of a Bearer Security shall occur only outside the United States; and provided further that no 

definitive Bearer Security will be issued if the Company has reason to know that any such certificate is 

false.
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All Debt Securities issued upon any registration of transfer or exchange of Debt Securities shall 

be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits 

under this Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of transfer or for exchange 

shall (if so required by the Company, the Security Registrar or the Trustee) be duly endorsed, or be 

accompanied by a written instrument of transfer in form satisfactory to the Company, the Security 

Registrar and the Trustee duly executed, by the Holder thereof or such Holder’s attorney duly authorized 

in writing.

No service charge shall be made for any registration of transfer or exchange of Debt Securities, 

but the Company may require payment of a sum sufficient to cover any tax or other governmental charge 

that may be imposed in connection with any transfer, registration of transfer or exchange of Debt 

Securities, other than exchanges expressly provided in this Indenture to be made at the Company’s own 

expense or without expense or without charge to the Holders.

The Company shall not be required (i) to issue, register the transfer of or exchange Debt 

Securities of any particular series to be redeemed or exchanged for Capital Securities for a period of 

fifteen days preceding the first publication of the relevant notice of redemption or exchange or, if 

Registered Securities are outstanding and there is no publication, the mailing of the relevant notice of 

redemption or exchange, or (ii) to register the transfer of or exchange any Registered Security so selected 

for redemption or exchange in whole or in part, except the unredeemed or unexchanged portion of such 

Registered Security being redeemed or exchanged in part, or (iii) to exchange any Bearer Security so 

selected for redemption or exchange except that such a Bearer Security may be exchanged for a 

Registered Security of like tenor and terms of that series, provided that such Registered Security shall be 

simultaneously surrendered for redemption or exchange.

Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into 

Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange; 

neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer Securities into 

Registered Securities if it has received an Opinion of Counsel that as a result of such exchanges the 

Company would suffer adverse consequences under the United States Federal income tax laws and 

regulations then in effect and the Company has delivered to the Trustee a Company Order directing the 

Trustee not to make such exchanges thereafter unless and until the Trustee receives a subsequent 

Company Order to the contrary. The Company shall deliver copies of such Company Orders to the 

Security Registrar.

Section 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities.

If (i) any mutilated Debt Security or a Bearer Security with a mutilated coupon appertaining to it 

is surrendered to a Paying Agent outside the United States designated by the Company, or, in the case of 

any Registered Security, to the Trustee, or (ii) the Company and the Trustee receive evidence to their 

satisfaction of the destruction, loss or theft of any Debt Security or coupon, and there is delivered to the 

Company and the Trustee such security or indemnity as may be required by them to save each of them 

harmless, then, in the absence of notice to the Company and the Trustee that such Debt Security or 

coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its written 

request the Trustee shall authenticate and deliver, in exchange for any such mutilated Debt Security or 

Bearer Security with a mutilated coupon appertaining to it or to which a destroyed, lost or stolen coupon 

appertains (with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any such destroyed, 

lost or stolen Debt Security, a new Debt Security of like tenor and terms and principal amount, bearing a 

number not contemporaneously outstanding, with coupons corresponding to the coupon, if any, 
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appertaining to such destroyed, lost or stolen Debt Security or to the Debt Security to which such 

destroyed, lost or stolen coupon appertains; provided, however, that any such new Bearer Security will be 

delivered only in compliance with the conditions set forth in Section 3.05.

In case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is 

about to become due and payable, the Company in its discretion may, instead of issuing a new Debt 

Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and 

premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in 

Section 10.02, be payable only at an office or agency located outside the United States; and provided, 

further, that, with respect to any such coupons, interest represented thereby (but not any additional 

amounts payable as provided in Section 10.06), shall be payable only upon presentation and surrender of 

the coupons appertaining thereto.

Upon the issuance of any new Debt Security or coupons under this Section, the Company may 

require the payment of a sum sufficient to cover any tax or other governmental charge that may be 

imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and 

printing expenses) connected therewith.

Every new Debt Security of any series, with its coupons, if any, issued pursuant to this Section in 

lieu of any destroyed, lost or stolen Debt Security, or in exchange for a Bearer Security to which a 

destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of 

the Company, whether or not the destroyed, lost or stolen Debt Security and its coupons, if any, or the 

destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such new Debt 

Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and 

proportionately with any and all other Debt Securities of that series and their coupons, if any, duly issued 

hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other 

rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen 

Debt Securities or coupons.

Section 3.07 Payment of Interest and Additional Interest; Interest Rights Preserved.

Interest and any Additional Interest on any Registered Security which is payable, and is 

punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose 

name that Registered Security (or one or more Predecessor Securities) is registered at the close of 

business on the Regular Record Date for such interest. In case a Bearer Security of any series is 

surrendered in exchange for a Registered Security of such series after the close of business (at an office or 

agency in a Place of Payment for such series) on any Regular Record Date and before the opening of 

business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security 

shall be surrendered without the coupon relating to such Interest Payment Date and interest and any 

Additional Interest will not be payable on such Interest Payment Date in respect of the Registered 

Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such 

coupon when due in accordance with the provisions of this Indenture. At the option of the Company, 

payment of interest and any Additional Interest on any Registered Security may be made by check in the 

currency designated for such payment pursuant to the terms of such Registered Security mailed to the 

address of the Person entitled thereto as such address shall appear in the Security Register or by wire 

transfer to an account in such currency designated by such Person in writing not later than ten days prior 

to the date of such payment.
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Any interest (including any Additional Interest) on any Registered Security of any series which is 

payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called 

“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular 

Record Date by virtue of his having been such Holder, and such Defaulted Interest may be paid by the 

Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in 

whose names the Registered Securities of such series (or their respective Predecessor Securities) are 

registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, 

which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the 

amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date 

of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of 

money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible 

Instruments the payments of principal and interest on which when due (and without reinvestment and 

providing no tax liability will be imposed upon the Trustee or the Holder of such Registered Securities) 

will provide money in such amounts as will (together with any money irrevocably deposited in trust with 

the Trustee, without investment) be equal to the aggregate amount proposed to be paid in respect of such 

Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date 

of the proposed payment, such money and/or Eligible Instruments when deposited to be held in trust for 

the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the 

Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not 

more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 

10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly 

notify the Company of such Special Record Date. Unless the Trustee is acting as the Security Registrar, 

promptly after such Special Record Date, the Company shall furnish the Trustee with a list, or shall make 

arrangements satisfactory to the Trustee with respect thereto, of the names and addresses of, and principal 

amounts of Registered Securities of such series held by, the Holders appearing on the Security Register at 

the close of business on such Special Record Date. In the name and at the expense of the Company, the 

Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record 

Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such 

series at his address as it appears in the Security Register, not less than 10 days prior to such Special 

Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date 

therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose 

names the Registered Securities of such series (or their respective Predecessor Securities) are registered at 

the close of business on such Special Record Date and shall no longer be payable pursuant to the 

following Clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a 

Place of Payment for such series in exchange for a Registered Security of such series after the close of 

business at such office or agency on any Special Record Date and before the opening of business at such 

office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security 

shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest 

will not be payable on such proposed date of payment in respect of the Registered Security issued in 

exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in 

accordance with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest on the Registered Securities 

of any series in any other lawful manner not inconsistent with the requirements of any securities exchange 

on which the Registered Securities may be listed, and upon such notice as may be required by such 

exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this 

Clause, such manner of payment shall be deemed practicable by the Trustee.
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Subject to the foregoing provisions of this Section, each Debt Security delivered under this 

Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall 

carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt 

Security.

Subject to the limitations set forth in Section 10.02, the Holder of any coupon appertaining to a 

Bearer Security shall be entitled to receive the interest payable on such coupon upon presentation and 

surrender of such coupon on or after the Interest Payment Date of such coupon at an office or agency 

maintained for such purpose pursuant to Section 10.02.

If any Registered Security is exchanged for Capital Securities after any record date and on or 

prior to the next succeeding Interest Payment Date (other than any Debt Security whose Maturity is prior 

to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be 

paid by the Company on such Interest Payment Date notwithstanding such exchange, and such interest 

(whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt 

Security is registered at the close of business on such record date.

If any Bearer Security is exchanged for Capital Securities after any record date and on or prior to 

the next succeeding Interest Payment Date (other than any Debt Security whose Maturity is prior to such 

Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable 

on such Interest Payment Date notwithstanding such exchange, and such interest (whether or not 

punctually paid or duly provided for) shall be paid by the Company pursuant to such procedures as may 

be satisfactory to the Trustee.

Section 3.08 Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, the 

Trustee and any agent of the Company or of the Trustee may treat the Person in whose name such 

Registered Security is registered as the owner of such Registered Security for the purpose of receiving 

payment of principal of (and premium, if any) and (subject to Section 3.07) interest (including any 

Additional Interest) on such Registered Security and for all other purposes whatsoever, whether or not 

such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company 

or the Trustee shall be affected by notice to the contrary.

The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of 

any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer Security or 

coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes 

whatsoever, whether or not such Bearer Security or coupon be overdue, and neither the Company, the 

Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any 

responsibility or liability for any aspect of the records relating to or payments made on account of 

beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any 

records relating to such beneficial ownership interests. 

Section 3.09 Cancellation.

Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities and 

coupons surrendered for payment, redemption, repayment, transfer, exchange or credit against any 

sinking fund payment pursuant to this Indenture, shall, if surrendered to the Company or any agent of the 

Company, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any 
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time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered 

hereunder which the Company may have acquired in any manner whatsoever, and all Debt Securities so 

delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in lieu of 

or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly 

permitted by this Indenture. All cancelled Debt Securities and coupons held by the Trustee shall be 

disposed of in the Trustee’s customary manner and certification of their destruction delivered to the 

Company, upon request, unless by a Company Order the Company shall direct that the cancelled Debt 

Securities or coupons be returned to it.

Section 3.10 Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for Debt Securities of any series, 

interest (including any Additional Interest) on the Debt Securities of each series shall be computed on the 

basis of a 360-day year of twelve 30-day months.

Section 3.11 Certification by a Person Entitled to Delivery of a Bearer Security.

Whenever any provision of this Indenture or a Debt Security contemplates that certification be 

given by a Person entitled to delivery of a Bearer Security, such certification shall be provided 

substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be 

approved by the Company and consented to by the Trustee whose consent shall not unreasonably be 

withheld.

Section 3.12 Judgments.

The Company may provide, pursuant to Section 3.01, for the Debt Securities of any series that, to 

the fullest extent possible under applicable law and except as may otherwise be specified as contemplated 

in Section 3.01, (a) the obligation, if any, of the Company to pay the principal of (and premium, if any) 

and interest (including any Additional Interest) on the Debt Securities of any series and any appurtenant 

coupons in a Foreign Currency, composite currency or Dollars (the “Designated Currency”) as may be 

specified pursuant to Section 3.01 is of the essence and agrees that judgments in respect of such Debt 

Securities shall be given in the Designated Currency; (b) the obligation of the Company to make 

payments in the Designated Currency of the principal of (and premium, if any) and interest (including any 

Additional Interest) on such Debt Securities and any appurtenant coupons shall, notwithstanding any 

payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the 

extent of the amount in the Designated Currency that the Holder receiving such payment may, in 

accordance with normal banking procedures, purchase with the sum paid in such other currency (after any 

premium and cost of exchange) in the country of issue of the Designated Currency in the case of Foreign 

Currency or Dollars or in the international banking community in the case of a composite currency on the 

Business Day immediately following the day on which such Holder receives such payment; (c) if the 

amount in the Designated Currency that may be so purchased for any reason falls short of the amount 

originally due, the Company shall pay such additional amounts as may be necessary to compensate for 

such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a 

separate and independent obligation and, until discharged as provided herein, shall continue in full force 

and effect.

Section 3.13 Deferrals of Interest Payment Dates. 

If specified as contemplated by Section 3.01 with respect to the Debt Securities of a particular 

series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at 

any time during the term of such series, from time to time to defer the payment of interest on such Debt 
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Securities for such period or periods as may be specified as contemplated by Section 3.01 (each, an

“Extension Period”), during which Extension Periods the Company shall, if so specified as contemplated 

by Section 3.01, have the right to make partial payments of interest on any Interest Payment Date. No 

Extension Period shall end on a date other than an Interest Payment Date. At the end of any such 

Extension Period the Company shall pay all interest then accrued and unpaid on the Debt Securities 

(together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such 

series to the extent permitted by applicable law); provided, however, that no Extension Period shall 

extend beyond the Stated Maturity, if any, of the principal of the Debt Securities of such series; and 

provided further, however that, unless otherwise specified as contemplated by Section 3.01, during any 

such Extension Period, the Company shall not (i) make any payment of principal of or interest or 

premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari 

passu in all respects with or junior in interest to the Debt Securities of such series, or (ii) declare or pay 

any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with 

respect to, any of the Company’s capital stock (other than (a) repurchases, redemptions or other 

acquisitions of shares of capital stock of the Company in connection with any employment contract, 

benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, 

directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 

in connection with the issuance of capital stock of the Company (or securities convertible into or 

exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the 

applicable Extension Period, (b) as a result of an exchange, redemption or conversion of any class or 

series of the Company’s capital stock (or any capital stock of a subsidiary of the Company) for any other 

class or series of the Company’s capital stock, or of any class or series of the Company’s indebtedness for 

any class or series of the Company’s capital stock, (c) the purchase of fractional interests in shares of the 

Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the 

securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights 

Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or 

repurchase of rights pursuant thereto, (e) any payment by the Company under any Guarantee Agreement, 

or (f) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the 

stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which 

the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any 

such Extension Period, the Company may extend such Extension Period and further defer the payment of 

interest, provided that no Event of Default has occurred and is continuing, and provided, further that no 

Extension Period shall exceed the period or periods specified in such Debt Securities, extend beyond the 

Stated Maturity, if any, of the principal of such Debt Securities or end on a date other than an Interest 

Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued 

and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may 

elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest 

shall be due and payable during an Extension Period, except at the end thereof, but each installment of 

interest that would otherwise have been due and payable during such Extension Period shall bear 

Additional Interest as and to the extent as may be specified as contemplated by Section 3.01. The 

Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election 

to begin any such Extension Period at least one Business Day prior to the next succeeding Interest 

Payment Date on which interest on Debt Securities of such series would be payable but for such deferral 

or, with respect to any Debt Securities of a series issued to an Issuer Trust, so long as any such Debt 

Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next 

succeeding date on which Distributions on the Capital Trust Securities of such Issuer Trust would be 

payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is 

required to give notice to holders of such Capital Trust Securities of the record date or the date such 

Distributions are payable. The Trustee shall promptly give notice of the Company’s election to begin any 

such Extension Period to the Holders of the Outstanding Debt Securities of such series.
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Section 3.14 Right of Set-Off.

With respect to the Debt Securities of a series initially issued to an Issuer Trust, notwithstanding 

anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise 

required to make in respect of any such Debt Security to the extent the Company has theretofore made, or 

is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating 

to such payment in respect of such Debt Security or a payment to a holder of Capital Trust Securities 

relating to such payment in respect of such Debt Security pursuant to an action undertaken under 

Section 5.08 of this Indenture.

Section 3.15 Agreed Tax Treatment.

Except to the extent otherwise provided pursuant to Section 3.01 with respect to any series of 

Debt Securities, each Debt Security issued hereunder shall provide that the Company and, by its 

acceptance of a Debt Security or a beneficial interest therein, the Holder of, and any Person that acquires 

a beneficial interest in, such Debt Security agree that for United States Federal, Commonwealth of Puerto 

Rico, state and local tax purposes it is intended that such Debt Security constitutes indebtedness.

Section 3.16 CUSIP Numbers.

The Company in issuing the Debt Securities may use “CUSIP” numbers (if then generally in use), 

and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; 

provided that any such notice may state that no representation is made as to the correctness of such 

numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that 

reliance may be placed only on the other identification numbers printed on the Debt Securities, and any 

such redemption shall not be affected by any defect in or omission of such numbers. The Company will 

promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect, including the provisions 

of Article XVIII hereof (except as to any surviving rights of registration of transfer or exchange of Debt 

Securities herein expressly provided for and rights to receive payments of principal and interest thereon 

(including any Additional Interest) and any right to receive additional amounts, as provided in 

Section 10.06) and the Trustee, at the expense of the Company, shall execute proper instruments 

acknowledging satisfaction and discharge of this Indenture when

(1) either

(A) all Debt Securities theretofore authenticated and delivered and all coupons 

appertaining thereto (other than (i) coupons appertaining to Bearer Securities 

surrendered in exchange for Registered Securities and maturing after such 

exchange, surrender of which is not required or has been waived as provided in 

Section 3.05, (ii) Debt Securities and coupons which have been destroyed, lost or 

stolen and which have been replaced or paid as provided in Section 3.06, 

(iii) coupons appertaining to Bearer Securities called for redemption or 

surrendered for repayment and maturing after the relevant Redemption Date or 
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Repayment Date, as appropriate, surrender of which has been waived as provided 

in Section 11.06 or 13.03 and (iv) Debt Securities and coupons for whose 

payment money and/or Eligible Instruments have theretofore been deposited in 

trust or segregated and held in trust by the Company and thereafter repaid to the 

Company or discharged from such trust, as provided in Section 10.03) have been 

delivered to the Trustee cancelled or for cancellation; or

(B) all such Debt Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements 

satisfactory to the Trustee for the giving of notice of redemption by the 

Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably 

deposited or caused to be deposited with the Trustee as trust funds in trust for the 

purpose money and/or, to the extent such Debt Securities are denominated and 

payable in Dollars only, Eligible Instruments the payments of principal and 

interest on which when due (and without reinvestment and providing no tax 

liability will be imposed upon the Trustee or the Holders of Debt Securities) will 

provide money in such amounts as will (together with any money irrevocably 

deposited in trust with the Trustee, without investment) be sufficient to pay and 

discharge the entire indebtedness on such Debt Securities and coupons of such 

series for principal (and premium, if any) and interest (including any Additional 

Interest), and any mandatory sinking fund, repayment or analogous payments 

thereon, on the scheduled due dates therefor to the date of such deposit (in the 

case of Debt Securities and coupons which have become due and payable) or to 

the Stated Maturity or Redemption Date, if any, and all Repayment Dates (in the 

case of Debt Securities repayable at the option of the Holders thereof); provided, 

however, that in the event a petition for relief under the Bankruptcy Reform Act 

of 1978 or a successor statute is filed with respect to the Company within 91 days 

after the deposit, the obligations of the Company under the Indenture with 

respect to the Debt Securities of such series shall not be deemed terminated or 

discharged, and in such event the Trustee shall be required to return the deposited 

money and Eligible Instruments to the Company;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the 

Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of 

Counsel each stating that all conditions precedent herein provided for relating to the 

satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company 

to the Trustee under Section 6.07 and, if money or Eligible Instruments shall have been deposited with the 

Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under 

Section 402 and the last paragraph of Section 10.03 shall survive.
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Section 4.02 Application of Trust Money and Eligible Instruments.

(a) Subject to the provisions of the last paragraph of Section 10.03, all money and 

Eligible Instruments deposited with the Trustee pursuant to Section 4.01, 4.03 or 17.01 shall be held in 

trust and such money and the principal and interest received on such Eligible Instruments shall be applied 

by it, in accordance with the provisions of the Debt Securities, the coupons and this Indenture, to the 

payment, either directly or through any Paying Agent (including the Company acting as its own Paying 

Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if 

any) and interest (including any Additional Interest) for whose payment such money or Eligible 

Instruments have been deposited with the Trustee.

(b) The Trustee shall deliver or pay to the Company from time to time upon 

Company Request any Eligible Instruments or money held by it as provided in Section 403 or 1701 

which, in the opinion of a nationally recognized firm of independent public accountants expressed in a 

written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then 

would have been required to be deposited for the purpose for which such Eligible Instruments or money 

were deposited or received.

(c) If this Section 402(c) is specified, as contemplated by Section 3.01, to be 

applicable to the Debt Securities of any series, the Trustee shall deliver to the Company from time to time 

upon Company Request any Eligible Instruments held by it as provided in Section 4.03 or 17.01, provided

that the Company in substitution therefor simultaneously delivers to the Trustee, money or other Eligible 

Instruments which, in the opinion of a nationally recognized firm of independent public accountants 

expressed in a written certification thereof delivered to the Trustee, would then be sufficient to satisfy the 

Company’s payment obligations in respect of the Debt Securities in the manner contemplated by 

Section 4.03 or 17.01.

Section 4.03 Satisfaction, Discharge and Defeasance of Debt Securities of any Series.

If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to Debt 

Securities of any series, then, notwithstanding Section 4.01, (i) the Company shall be deemed to have 

paid and discharged the entire indebtedness on all the Outstanding Debt Securities of any such series and 

related coupons; (ii) the provisions of this Indenture as it relates to such Outstanding Debt Securities and 

related coupons shall no longer be in effect, including the provisions of Article XVIII hereof (except as to 

the rights of Holders of Debt Securities to receive, from the trust fund described in subparagraph (1) 

below, payment of (x) the principal of (and premium, if any) and any installment of principal of (and 

premium, if any) or interest (including any Additional Interest) on such Debt Securities and related 

coupons on the Stated Maturity of such principal (and premium, if any) or installment of principal (and 

premium, if any) or interest (including any Additional Interest) or (y) any mandatory sinking fund, 

repayment or analogous payments applicable to the Debt Securities of that series on that day on which 

such payments are due and payable in accordance with the terms of this Indenture and of such Debt 

Securities, the Company’s obligations with respect to such Debt Securities under Sections 3.04, 3.05, 

3.06, 10.02, 10.03 and 10.06 and the rights, powers, trusts, duties and immunities of the Trustee 

hereunder, including those under Section 6.07 hereof); and (iii) the Trustee, at the expense of the 

Company, shall, upon Company Order, execute proper instruments acknowledging satisfaction and 

discharge of such indebtedness, when

(1) either

(A) with respect to all Outstanding Debt Securities of such series and related 

coupons, with reference to this Section 4.03, the Company has deposited or 
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caused to be deposited with the Trustee (or another trustee satisfying the 

requirements of Section 6.09 who shall agree to comply with the provisions of 

this Section 4.03 applicable to it) irrevocably, as trust funds in trust, money 

and/or, to the extent such Debt Securities are denominated and payable in Dollars 

only, Eligible Instruments the payments of principal and interest on which when 

due (and without reinvestment and providing no tax liability will be imposed 

upon the Trustee or the Holders of such Debt Securities) will provide money in 

such amounts as will (together with any money irrevocably deposited in trust 

with the Trustee, without investment) be sufficient to pay and discharge (i) the 

principal of (and premium, if any) and interest (including any Additional Interest) 

on the Outstanding Debt Securities of that series and related coupons on the 

Stated Maturity of such principal or interest (including any Additional Interest) 

or, if such series may be redeemed by the Company prior to the Stated Maturity 

thereof, and the Company shall have given irrevocable instructions to the Trustee 

to effect such redemption, at the date fixed for such redemption pursuant to 

Article XI, and (ii) any mandatory sinking fund payments or analogous payments 

applicable to Debt Securities of such series on the date on which such payments 

are due and payable in accordance with the terms of this Indenture and of such 

Debt Securities; or

(B) the Company has properly fulfilled such other means of satisfaction and 

discharge as is specified, as contemplated by Section 3.01, to be applicable to the 

Debt Securities of such series;

(2) the Company has paid or caused to be paid all other sums payable with respect to the 

Outstanding Debt Securities of such series and related coupons;

(3) such deposit will not result in a breach of, or constitute a default under, this Indenture or 

any other agreement or instrument to which the Company is a party or by which it is 

bound;

(4) no Event of Default or event which, with the giving of notice or lapse of time, or both, 

would become an Event of Default with respect to the Debt Securities of such series shall 

have occurred and be continuing on the date of such deposit and no Event of Default 

under Section 5.01(5) or Section 5.01(6) or event which, with the giving of notice or 

lapse of time, or both, would become an Event of Default under Section 5.01(5) or 

Section 5.01(6) shall have occurred and be continuing on the 91st day after such date; 

provided, however, that should that condition fail to be satisfied on or before such 91st 

day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, 

return such deposit to the Company;

(5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (a) the 

Company has received from, or there has been published by, the Internal Revenue 

Service a ruling, or (b) since the date of this Indenture there has been a change in 

applicable Federal income tax law, in either case to the effect that, and based thereon 

such Opinion of Counsel shall confirm that, the Holders of Debt Securities and related 

coupons of such series will not recognize income, gain or loss for United States Federal 

or Puerto Rico income tax purposes as a result of such deposit, defeasance and discharge 

and will be subject to United States Federal and Puerto Rico income tax on the same 

amount and in the same manner and at the same times as would have been the case if 

such deposit, defeasance and discharge had not occurred;
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(6) if the Debt Securities of that series are then listed on any domestic or foreign securities 

exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the 

effect that such deposit, defeasance and discharge will not cause such Debt Securities to 

be delisted;

(7) such deposit shall have been effected in compliance with any additional terms, conditions 

or limitations which may be imposed on the Company in connection therewith pursuant 

to Section 3.01; and

(8) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of 

Counsel, each stating that all conditions precedent herein provided for relating to the 

satisfaction and discharge of the entire indebtedness of all Outstanding Debt Securities 

and related coupons have been complied with.

Any deposits with the Trustee referred to in Section 4.03(1)(A) above shall be irrevocable and 

shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the 

Trustee. If any Outstanding Debt Securities of such series are to be redeemed prior to their Stated 

Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory 

sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company 

shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by 

the Trustee in the name, and at the expense, of the Company.

Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the 

Outstanding Debt Securities of any series, the terms and conditions of such series, including the terms and 

conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable 

to, the Company; provided that the Company shall not be discharged from any payment obligations in 

respect of Debt Securities of such series which are deemed not to be Outstanding under clause (iii) of the 

definition thereof if such obligations continue to be valid obligations of the Company under applicable 

law.

Notwithstanding the cessation, termination and discharge of all obligations, covenants and 

agreements (except as provided above in this Section 4.03) of the Company under this Indenture with 

respect to any series of Debt Securities, the obligations of the Company to the Trustee under Section 6.07, 

and the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03, shall 

survive with respect to such series of Debt Securities.

ARTICLE V

REMEDIES

Section 5.01 Events of Default.

“Event of Default”, wherever used herein with respect to Debt Securities of any series, means any 

one of the following events (whatever the reason for such Event of Default and whether it shall be 

voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of 

any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Debt Security of such series or a related 

coupon, if any, when it becomes due and payable, and continuance of such default for a 

period of 30 days (subject to the deferral of any due date in the case of an Extension 

Period); or
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(2) default in the payment of the principal of (or premium, if any, on) any Debt Security of 

such series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a 

Debt Security of such series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in 

this Indenture (other than a covenant or warranty a default in whose performance or 

whose breach is elsewhere in this Section specifically dealt with or which has expressly 

been included in this Indenture solely for the benefit of Debt Securities of a series other 

than such series), and continuance of such default or breach for a period of 90 days after 

there has been given by registered or certified mail, to the Company by the Trustee, or to 

the Company and the Trustee by the Holders of at least 25% in principal amount of the 

Outstanding Debt Securities of such series, a written notice specifying such default or 

breach and requiring it to be remedied and stating that such notice is a “Notice of 

Default” hereunder; or

(5) the entry of a decree or order for relief in respect of the Company by a court having 

jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws, as 

now or hereafter constituted, and the continuance of any such decree or order unstayed 

and in effect for a period of 60 consecutive days; or

(6) the commencement by the Company of a voluntary case under the Federal bankruptcy 

laws, as now or hereafter constituted, or the consent by the Company to the entry of a 

decree or order for relief in an involuntary case under any such law; or

(7) any other Event of Default, if any, provided with respect to Debt Securities of such series 

specified as contemplated by Section 3.01.

Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Debt Securities of any series at the time Outstanding occurs 

and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal 

amount of Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt 

Securities of such series are Original Issue Discount Securities, such portion of the principal amount as 

may be specified in the terms of such series) of and all accrued but unpaid interest (including any 

Additional Interest) on all the Debt Securities of such series to be due and payable immediately, by a 

notice in writing to the Company (and to the Trustee if given by such Holders), provided that, in the case 

of the Debt Securities of a series issued to an Issuer Trust, if, upon an Event of Default, the Trustee or the 

Holders of not less than 25% in principal amount of the Outstanding Debt Securities of such series fail to 

declare the principal of all the Outstanding Debt Securities of such series to be immediately due and 

payable, either the Property Trustee or the holders of at least 25% in aggregate Liquidation Amount (as 

defined in the related Trust Agreement) of the related series of Capital Trust Securities issued by such 

Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the 

Company and the Trustee; and upon any such declaration such principal amount (or specified amount) 

shall become immediately due and payable. Upon payment of such amount, all obligations of the 

Company in respect of the payment of principal of the Debt Securities of such series shall terminate.

At any time after such a declaration of acceleration with respect to Debt Securities of any series 

has been made and before a judgment or decree for payment of the money due has been obtained by the 

Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the 
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Outstanding Debt Securities of such series, by written notice to the Company and the Trustee, may 

rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue installments of interest on all Debt Securities of such series and any 

related coupons and any accrued Additional Interest on all Debt Securities of 

such series,

(B) the principal of (and premium, if any, on) any Debt Securities of such series 

which have become due otherwise than by such declaration of acceleration and 

interest and Additional Interest thereon at the rate or rates prescribed therefor in 

such Debt Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue 

installments of interest on each Debt Security and any related coupons at the rate 

or rates prescribed therefor in such Debt Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable 

compensation, expenses, disbursements and advances of the Trustee, its agents 

and counsel; and

(2) all Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal of such series which have become due solely by such 

declaration of acceleration, have been cured or waived as provided in Section 5.13;

provided, however, that in the case of Debt Securities of a series initially issued to an Issuer Trust, any 

such rescission and annulment shall require the consent of the holders of a majority in aggregate 

Liquidation Amount (as defined in the related Trust Agreement) of the related series of Capital Trust 

Securities then outstanding.

In the case of Debt Securities of a series initially issued to an Issuer Trust, if the Holders of such 

Debt Securities fail to annul such declaration and waive such default, the holders of a majority in 

aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Capital 

Trust Securities issued by such Issuer Trust then outstanding shall also have the right to rescind and annul 

such declaration and its consequences by written notice to the Company and the Trustee, subject to the 

satisfaction of the conditions set forth in Clauses (1) and (2) above of this Section 5.02.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(1) default is made in the payment of any installment of interest (including any Additional 

Interest) on any Debt Security or any related coupon when such interest becomes due and 

payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Debt 

Security at the Maturity thereof,
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the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt 

Securities and coupons, the amount then due and payable on such Debt Securities and coupons for 

principal (and premium, if any) and interest (including any Additional Interest), including the delivery of 

any Capital Securities then required to be delivered, and, to the extent that payment of such interest shall 

be legally enforceable, interest upon the overdue principal (and premium, if any) and, upon overdue 

installments of interest, at the rate or rates prescribed therefor in such Debt Securities, and, in addition 

thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including 

the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and 

counsel.

If the Company fails to pay such amounts (including the delivery of any Capital Securities then 

required to be delivered) forthwith upon such demand, the Trustee, in its own name and as trustee of an 

express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid and the 

delivery of any Capital Securities required to be delivered and not so delivered, or, in the case of the 

failure to deliver Capital Securities, money equal to the principal amount of the Debt Securities for which 

the Capital Securities were to be exchanged, and may prosecute such proceeding to judgment or final 

decree, and may enforce the same against the Company or any other obligor upon such Debt Securities 

and coupons and collect the moneys (or money equal to the principal amount of any Debt Securities for 

which Capital Securities were to be exchanged) adjudged or decreed to be payable in the manner provided 

by law out of the property of the Company or any other obligor upon such Debt Securities and coupons, 

wherever situated.

If an Event of Default with respect to Debt Securities of any series occurs and is continuing, the 

Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt 

Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee 

shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of 

any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to 

enforce any other proper remedy.

Section 5.04 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, 

arrangement, adjustment, composition or other judicial proceedings, or any voluntary or involuntary case 

under the Federal bankruptcy laws as now or hereafter constituted, relative to the Company or any other 

obligor upon the Debt Securities of a particular series or any related coupons or the property of the 

Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of 

such Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and 

irrespective of whether the Trustee shall have made any demand on the Company for the payment of 

overdue principal or interest (including any Additional Interest)) shall be entitled and empowered, by 

intervention in such proceedings or otherwise,

(1) to file and prove a claim for the whole amount of principal (and premium, if any) and 

interest (including any Additional Interest) owing and unpaid in respect of the Debt 

Securities of such series and any appurtenant coupons and to file such other papers or 

documents as may be necessary or advisable in order to have the claims of the Trustee 

(including any claim for the reasonable compensation, expenses, disbursements and 

advances of the Trustee, its agents and counsel) and of the Holders allowed in such 

judicial proceeding, and

(2) to collect and receive any moneys or other property payable or deliverable on any such 

claims and to distribute the same;
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and any receiver, assignee, trustee, custodian, liquidator, sequestrator or other similar official in any such 

proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event 

that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the 

Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the 

Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or 

accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or 

composition affecting the Debt Securities or coupons or the rights of any Holder thereof, or to authorize 

the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 5.05 Trustee May Enforce Claims without Possession of Debt Securities or Coupons.

All rights of action and claims under this Indenture or the Debt Securities or coupons may be 

prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or coupons or 

the production thereof in any proceeding relating thereto, and any such proceeding instituted by the 

Trustee shall be brought in its own name, as trustee of an express trust, and any recovery of judgment 

shall, after provision for the payment of the reasonable compensation, expenses, disbursements and 

advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Debt 

Securities and coupons in respect of which such judgment has been recovered.

Section 5.06 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following 

order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account 

of principal (and premium, if any) or interest (including any Additional Interest), upon presentation of the 

Debt Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only 

partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07;

SECOND: To the payment of amounts then due and unpaid to the holders of Senior Debt, to 

the extent required by Article XVIII;

THIRD: To the payment of the amounts then due and unpaid for principal of (and 

premium, if any) and interest (including any Additional Interest) on the Debt Securities and any coupons, 

in respect of which or for the benefit of which such money has been collected ratably, without preference 

or priority of any kind, according to the amounts due and payable on such Debt Securities and any 

coupons for principal (and premium, if any) and interest (including any Additional Interest), respectively. 

The Holders of each series of Debt Securities denominated in Euro, any other composite currency or a 

Foreign Currency and any matured coupons relating thereto shall be entitled to receive a ratable portion of 

the amount determined by the Exchange Rate Agent by converting the principal amount Outstanding of 

such series of Debt Securities and matured but unpaid interest (including any Additional Interest) on such 

series of Debt Securities in the currency in which such series of Debt Securities is denominated into 

Dollars at the Exchange Rate as of the date of declaration of acceleration of the Maturity of the Debt 

Securities; and

FOURTH: The balance, if any, to the Company or as a court of competent jurisdiction may 

direct.
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Section 5.07 Limitation on Suits.

No Holder of any Debt Securities of any series or any related coupons shall have any right to 

institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a 

receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of 

Default with respect to the Debt Securities of such series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Debt Securities 

of such series shall have made written request to the Trustee to institute proceedings in 

respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it 

against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has 

failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during 

such 60-day period by the Holders of a majority in principal amount of the Outstanding 

Debt Securities of such series;

it being understood and intended that no one or more of such Holders shall have any right in any manner 

whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the 

rights of any other such Holders, or to obtain or to seek to obtain priority or preference over any other of 

such Holders or to enforce any right under this Indenture, except in the manner herein provided and for 

the equal and ratable benefit of all of such Holders.

Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest and 

to Exchange Debt Securities for Capital Securities; Direct Action by Holders of 

Capital Trust Securities.

Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or coupon 

shall have the right which is absolute and unconditional to receive payment of the principal of (and 

premium, if any) and (subject to Section 3.07) interest (including any Additional Interest) on such Debt 

Security or payment of such coupon on the respective Stated Maturity or Maturities expressed in such 

Debt Security or coupon (or, in the case of redemption or repayment, on the Redemption Date or the 

Repayment Date, as the case may be), to have the Debt Securities exchanged for Capital Securities 

pursuant to Article XIV, if applicable, and to institute suit for the enforcement of any such payment or 

exchange, and such right shall not be impaired without the consent of such Holder, subject, however, to 

the provisions of Article XVIII. In the case of Debt Securities of a series issued to an Issuer Trust, any 

registered holder of the series of Capital Trust Securities issued by such Issuer Trust shall have the right, 

upon the occurrence of an Event of Default described in Section 5.01(1) or (2), to institute a suit directly 

against the Company for enforcement of payment to such holder of principal of (premium, if any) and 

(subject to Sections 3.07 and 3.13) interest (including any Additional Interest) on the Debt Securities 

having a principal amount equal to the aggregate Liquidation Amount (as defined in the related Trust 

Agreement) of such Capital Trust Securities held by such holder.
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Section 5.09 Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Capital Trust Securities issued by an Issuer Trust has 

instituted any proceedings to enforce any right or remedy under this Indenture and such proceeding has 

been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such 

Holder or such holder of Capital Trust Securities, then and in every such case the Company, the Trustee, 

the Holders and the holders of Capital Trust Securities shall, subject to any determination in such 

proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all 

rights and remedies of the Trustee, the Holders and the holders of the Capital Trust Securities shall 

continue as though no such proceeding had been instituted.

Section 5.10 Rights and Remedies Cumulative.

Except as otherwise provided in Section 3.06, no right or remedy herein conferred upon or 

reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and 

every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other 

right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The 

assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent 

assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Debt Security or coupon to exercise 

any right or remedy accruing upon any Event of Default shall impair any such right or remedy or 

constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy 

given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the 

holders of Capital Trust Securities by Section 5.08 may be exercised from time to time, and as often as 

may be deemed expedient, by the Trustee, the Holders or the holders of Capital Trust Securities, as the 

case may be.

Section 5.12 Control by Holders of Debt Securities.

The Holders of a majority in principal amount of the Outstanding Debt Securities of any series 

shall have the right to direct the time, method and place of conducting any proceeding for any remedy 

available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt 

Securities of such series, provided, that

(1) such direction shall not be in conflict with any rule of law or with this Indenture;

(2) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to 

follow any such direction if the Trustee in good faith shall, by a Responsible Officer or 

Responsible Officers of the Trustee, determine that the proceedings so directed would be 

unjustly prejudicial to the Holders of Debt Securities of such series not joining in any 

such direction; and

(3) the Trustee may take any other action deemed proper by the Trustee which is not

inconsistent with such direction.
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Section 5.13 Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Debt Securities of 

any series on behalf of the Holders of all the Debt Securities of any such series and any related coupons 

and, in the case of any Debt Securities of a series initially issued to an Issuer Trust, the holders of a 

majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of Capital Trust 

Securities issued by such Issuer Trust may waive any past default hereunder with respect to such series 

and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest (including any 

Additional Interest) on any Debt Security of such series, or

(2) in respect of a covenant or provision hereof which under Article IX cannot be modified 

or amended without the consent of the Holder of each Outstanding Debt Security of such 

series or coupons affected;

provided, however, that in the case of any Debt Securities of a series initially issued by an Issuer Trust, 

such waiver shall not be effective as to such Debt Securities unless the holders of at least a majority in 

aggregate Liquidation Amount (as defined in the related Trust Agreement) of Capital Trust Securities 

issued by such Issuer Trust shall have consented to such waiver; provided further, that if the consent of 

the Holder of each Outstanding Debt Security is required, such waiver shall not be effective unless each 

holder of Capital Trust Securities issued by such Issuer Trust shall have consented to such waiver.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising 

therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver 

shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Debt Security or coupon by his 

acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit 

for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any 

action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an 

undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, 

including reasonable attorneys’ fees, against any party litigant in such suit, having a due regard to the 

merits and good faith of the claims or defenses made by such party litigant, but the provisions of this 

Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group 

of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Debt 

Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the 

principal of (or premium, if any) or interest (including any Additional Interest) on any Debt Security or 

the payment of any coupons on or after the respective Stated Maturity or Maturities expressed in such 

Debt Security or coupon (or, in the case of redemption or repayment, on or after the Redemption Date or 

Repayment Date, as the case may be) or for the enforcement of the right to exchange any Debt Securities 

for Capital Securities as provided in Article XIV.

Section 5.15 Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist 

upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or 

extension law whenever enacted, now or at any time hereafter in force, which may affect the covenants or 

the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby 
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expressly waives all benefits or advantage of any such law, and covenants that it will not hinder, delay or 

impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution 

of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided in the Trust Indenture Act. 

Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk 

its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 

or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 

repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to 

it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct 

or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this 

Section.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only such duties as are 

specifically set forth in this Indenture, and no implied covenants or obligations shall be 

read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the 

truth of the statements and the correctness of the opinions expressed therein, upon 

certificates or opinions furnished to the Trustee and conforming to the requirements of 

this Indenture; but in the case of any such certificates or opinions which by any provision 

hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a 

duty to examine the same to determine whether or not they conform to the requirements 

of this Indenture (but need not confirm or investigate the accuracy of mathematical 

calculations or other facts stated therein).

(b) In case an Event of Default has occurred and is continuing, the Trustee shall 

exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and 

skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of 

his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from 

liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except 

that

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this 

Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a 

Responsible Officer, unless it shall be proved that the Trustee was negligent in 

ascertaining the pertinent facts; and
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(3) the Trustee shall not be liable with respect to any action taken or omitted to be 

taken by it in good faith in accordance with the direction of the Holders of a majority in 

principal amount of the Outstanding Debt Securities of any series, relating to the time, 

method and place of conducting any proceeding for any remedy available to the Trustee, 

or exercising any trust or power conferred upon the Trustee, under this Indenture with 

respect to the Debt Securities of such series.

Section 6.02 Notice of Default.

If a default occurs hereunder with respect to Debt Securities of any series the Trustee shall 

transmit by mail to all Holders of Debt Securities of such series notice of such default as and to the extent 

provided by the Trust Indenture Act; provided, however, that in the case of any default of the character 

specified in Section 5.01(4) with respect to Debt Securities of such series no such notice to Holders shall 

be given until at least 30 days after the occurrence thereof; and provided further, that, except in the case 

of a default in the payment of the principal of (or premium, if any) or interest (including any Additional 

Interest) on any Debt Security of such series or any related coupons or in the payment of any sinking fund 

installment with respect to Debt Securities of such series or in the exchange of Capital Securities for Debt 

Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the 

board of directors, the executive committee or a trust committee of directors and/or Responsible Officers 

of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders 

of Debt Securities of such series. For the purpose of this Section, the term “default” means any event 

which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt 

Securities of such series.

Section 6.03 Certain Rights of Trustee.

Except as otherwise provided in Section 6.01:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from 

acting upon any signature, resolution, certificate, statement, instrument, opinion, report, notice, request, 

direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be 

genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced 

by a Company Request or Company Order and any resolution of the Board of Directors shall be 

sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a 

matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee 

(unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely 

upon an Officers’ Certificate;

(d) the Trustee may consult with counsel of its selection and the advice of such counsel or 

any Opinion of Counsel shall be full and complete authorization and protection in respect of any action 

taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in 

it by this Indenture at the request or direction of any of the Holders of Debt Securities of such series or 

any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee 

reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and 

liabilities which might be incurred by it in compliance with such request or direction;
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(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in 

any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, 

bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the 

Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it 

may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be 

entitled to examine the books, records and premises of the Company, personally or by agent or attorney, 

other than any such books or records containing information as to the affairs of the customers of the 

Company or any of its subsidiaries; provided that the Trustee may examine such books and records 

relating to customers to the extent that such books and records contain information as to any payments 

made to such customers in their capacity as Holders of Debt Securities; 

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties 

hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for 

any willful misconduct or negligence on the part of any agent or attorney appointed with due care by it 

hereunder; no Exchange Rate Agent, Capital Exchange Agent, Global Exchange Agent, Depositary or 

Paying Agent shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act 

or omission by any of them;

(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it 

in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers 

conferred upon it by this Indenture; 

(i) in no event shall the Trustee be responsible or liable for special, indirect, or consequential 

loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of 

whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form 

of action;

(j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless 

a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event 

which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and 

such notice references the Debt Securities and this Indenture;

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, 

without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in 

each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 

and

(l) the Trustee may request that the Company deliver a certificate setting forth the names of 

individuals and/or titles of officers authorized at such time to take specified actions pursuant to this 

Indenture.

Section 6.04 Not Responsible for Recitals or Issuance of Debt Securities.

The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of 

authentication, and in any coupons, and the information in any registration statement, including all 

attachments thereto, except information provided by the Trustee therein, shall be taken as the statements 

of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no 

representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series or 

any coupons or any Capital Securities. The Trustee shall not be accountable for the use or application by 

the Company of any Debt Securities or the proceeds thereof. The Trustee shall not be responsible for and 
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makes no representations to the Company’s ability or authority to issue Bearer Securities or the 

lawfulness thereof.

Section 6.05 May Hold Debt Securities or Coupons.

The Trustee, any Paying Agent, the Security Registrar or any other agent of the Company or the 

Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and 

coupons, and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same 

rights it would have if it were not Trustee, Paying Agent, Security Registrar or such agent.

Section 6.06 Money Held in Trust.

Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from 

other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under 

any liability for interest on any money received by it hereunder except as otherwise agreed with the 

Company.

Section 6.07 Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered 

by it hereunder which shall have been separately agreed to by the Company and the 

Trustee (which compensation shall not be limited by any provision of law in regard to the 

compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request 

for all reasonable expenses, disbursements and advances incurred or made by the Trustee 

in accordance with any provision of this Indenture (including the reasonable 

compensation and the expenses and disbursements of its agents and counsel), except any 

such expense, disbursement or advance as may be attributable to its negligence or willful 

misconduct; and

(3) to indemnify the Trustee for, and to hold it harmless against, any claim, damage, loss, 

liability or expense incurred without negligence or willful misconduct on its part, arising 

out of or in connection with the acceptance or administration of this trust or performance 

of its duties hereunder, including the costs and expenses of defending itself against any 

claim or liability in connection with the exercise or performance of any of its powers or 

duties hereunder.

As security for the performance of the obligations of the Company under this Section the Trustee 

shall have a claim prior to the Debt Securities and any coupons upon all property and funds held or 

collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, 

if any) or interest on particular Debt Securities or any coupons. The claims of the Trustee under this 

Section shall not be subject to the provisions of Article XVIII. The provisions of this Section 6.07 shall 

survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. 

When the Trustee incurs expenses or renders services in connection with an Event of Default 

specified in Section 5.01(5) or Section 5.01(6), the expenses (including the reasonable charges and 

expenses of its counsel) and the compensation for the services are intended to constitute expenses of 

administration under any applicable Federal or state bankruptcy, insolvency or other similar law.
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Section 6.08 Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust 

Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner 

provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent 

permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to Debt 

Securities of any series by virtue of being a trustee under this Indenture with respect to Debt Securities of 

any particular series of Debt Securities other than that series. The Trust Agreement and the Guarantee 

Agreement with respect to each Issuer Trust shall be deemed to be specifically described in this Indenture 

for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 6.09 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation that is eligible 

pursuant to the Trust Indenture Act to act as such and organized and doing business under the laws of the 

United States, any State thereof, the District of Columbia or the Commonwealth of Puerto Rico, 

authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of 

at least $50,000,000, and subject to supervision or examination by Federal or State authority; provided, 

however, that if Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission 

under the Trust Indenture Act at any time permit a corporation organized and doing business under the 

laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, 

this Section 6.09 shall be automatically amended to permit a corporation organized and doing business 

under the laws of any such other jurisdiction to serve as Trustee hereunder. If such corporation publishes 

reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising 

or examining authority, then for the purposes of this Section, the combined capital and surplus of such 

corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of 

condition so published. If at any time the Trustee shall cease to be eligible in accordance with the 

provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter 

specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee 

pursuant to this Article shall become effective until the acceptance of appointment by the successor 

Trustee under Section 6.11.

(b) The Trustee may resign at any time with respect to the Debt Securities of one or more 

series by giving written notice thereof to the Company. If an instrument of acceptance by a successor 

Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of 

resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of 

a successor Trustee with respect to the Debt Securities of such series.

(c) The Trustee may be removed at any time with respect to the Debt Securities of any series 

by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series, 

delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.08 with respect to the Debt Securities of 

any series after written request therefor by the Company or by any Holder who has been a 

bona fide Holder of a Debt Security of such series for at least six months, or
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(2) the Trustee shall cease to be eligible under Section 6.09 with respect to any series of Debt 

Securities and shall fail to resign after written request therefor by the Company or by any 

such Holder, or

(3) the Trustee shall become incapable of acting with respect to any series of Debt Securities 

or a decree or order for relief by a court having jurisdiction in the premises shall have 

been entered in respect of the Trustee in an involuntary case under the Federal 

bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State 

bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction 

in the premises shall have been entered for the appointment of a receiver, custodian, 

liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or of its 

property or affairs, or any public officer shall take charge or control of the Trustee or of 

its property or affairs for the purpose of rehabilitation, conservation, winding up or 

liquidation, or

(4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as now 

or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency 

or similar law or shall consent to the appointment of or taking possession by a receiver, 

custodian, liquidator, assignee, trustee, sequestrator or other similar official of the Trustee 

or its property or affairs, or shall make an assignment for the benefit of creditors, or shall 

admit in writing its inability to pay its debts generally as they become due, or shall take 

corporate action in furtherance of any such action, 

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to 

such series or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Debt Security 

of any series for at least six months may, on behalf of himself and all others similarly situated, petition 

any court of competent jurisdiction for the removal of the Trustee for the Debt Securities of such series 

and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting with respect to any 

series of Debt Securities, or if a vacancy shall occur in the office of Trustee for any cause, with respect to 

the Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a 

successor Trustee or Trustees with respect to the Debt Securities of that or those series (it being

understood that any such successor Trustee may be appointed with respect to the Debt Securities of one or 

more or all of such series and that at any time there shall be only one Trustee with respect to the Debt 

Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, 

within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a 

successor Trustee with respect to the Debt Securities of any series shall be appointed by Act of the 

Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to 

the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its 

acceptance of such appointment, become the successor Trustee with respect to the Debt Securities of such 

series and to that extent supersede the successor Trustee appointed by the Company. If no successor 

Trustee with respect to the Debt Securities of any series shall have been so appointed by the Company or 

the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a 

bona fide Holder of a Debt Security of such series for at least six months may, subject to Section 5.14, on 

behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the 

appointment of a successor Trustee with respect to the Debt Securities of such series.

(f) The Company shall give notice of each resignation and each removal of the Trustee with 

respect to the Debt Securities of any series and each appointment of a successor Trustee with respect to 

the Debt Securities of any series by mailing written notice of such event by first-class mail, postage 
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prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear 

in the Security Register and, if Debt Securities of such series are issuable as Bearer Securities, by 

publishing notice of such event once in an Authorized Newspaper in each Place of Payment located 

outside the United States. Each notice shall include the name of the successor Trustee with respect to the 

Debt Securities of such series and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

(a) In the case of an appointment hereunder of a successor Trustee with respect to all Debt 

Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the 

Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the 

resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without 

any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of 

the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, 

upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all 

the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such 

successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In the case of the appointment hereunder of a successor Trustee with respect to the Debt 

Securities of one or more (but not all) series, the Company, the retiring Trustee upon payment of its 

charges and each successor Trustee with respect to the Debt Securities of one or more series shall execute 

and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such 

appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and 

confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring 

Trustee with respect to the Debt Securities of that or those series to which the appointment of such 

successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall 

contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, 

trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series as to 

which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall 

add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate 

the administration of the trusts hereunder by more than one Trustee, it being understood that nothing 

herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and 

that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or 

trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such 

supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the 

extent provided therein and each such successor Trustee, without any further act, deed or conveyance, 

shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the 

Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on 

the request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and 

deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with 

respect to the Debt Securities of that or those series to which the appointment of such successor Trustee 

relates.

(c) Upon request of any such successor Trustee, the Company shall execute any and all 

instruments for more fully and certainly vesting in and confirming to such successor Trustee all such 

rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance 

such successor Trustee shall be qualified and eligible under this Article.
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Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be 

consolidated, or any corporation resulting from any merger, conversion or consolidation to which the 

Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust 

business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall 

be otherwise qualified and eligible under this Article, without the executing or filing of any paper or any 

further act on the part of any of the parties hereto. In case any Debt Securities shall have been 

authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or 

consolidation to such authenticating Trustee may adopt such authentication and deliver the Debt 

Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such 

Debt Securities. In case any Debt Securities shall not have been authenticated by such predecessor 

Trustee, any such successor Trustee may authenticate and deliver such Debt Securities, in either its own 

name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the 

certificate of authentication of the Trustee.

Section 6.13 Preferential Collection of Claims Against Company.

If and when the Trustee shall be or shall become a creditor, directly or indirectly, secured or 

unsecured, of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to 

the provisions of the Trust Indenture Act regarding collection of claims against the Company (or any such 

other obligor).

Section 6.14 Authenticating Agent.

The Trustee shall upon Company request appoint one or more authenticating agents (including, 

without limitation, the Company or any Affiliate thereof) with respect to one or more series of Debt 

Securities which shall be authorized on behalf of the Trustee in authenticating Debt Securities of such 

series in connection with the issue, delivery, registration of transfer, exchange, partial redemption or 

repayment of such Debt Securities. Wherever reference is made in this Indenture to the authentication of 

Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be 

deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of 

authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent 

must be acceptable to the Company and must be a corporation organized and doing business under the 

laws of the United States or of any State or the District of Columbia or the Commonwealth of Puerto 

Rico, having a combined capital and surplus of at least $1,000,000, authorized under such laws to do a 

trust business and subject to supervision or examination by Federal or State authorities or the equivalent 

foreign authority, in the case of an authenticating agent who is not organized and doing business under the 

laws of the United States or of any State thereof or the District of Columbia or the Commonwealth of 

Puerto Rico.

Any corporation succeeding to the corporate agency business of an authenticating agent shall 

continue to be an authenticating agent without the execution or filing of any paper or any further act on 

the part of the Trustee or such authenticating agent.

An authenticating agent may at any time resign with respect to one or more series of Debt 

Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at 

any time terminate the agency of any authenticating agent with respect to one or more series of Debt 

Securities by giving written notice of termination to such authenticating agent and to the Company. Upon 

receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating 

agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee promptly 
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may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its 

appointment hereunder shall become vested with all rights, powers and duties of its predecessor 

hereunder, with like effect as if originally named as an authenticating agent herein. No successor 

authenticating agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each authenticating agent from time to time reasonable 

compensation for its services under this Section.

The provisions of Sections 1.04, 1.11, 3.06, 3.09, 6.03, 6.04 and 6.05 shall be applicable to any 

authenticating agent.

Pursuant to each appointment made under this Section, the Debt Securities of each series covered 

by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an 

alternate certificate of authentication in substantially the following form:

This is one of the Debt Securities, of the series designated herein, described in the withinmentioned Indenture.

_________________________________________

By_______________________________________

As Authenticating Agent for the Trustee

By_______________________________________ 

Authorized Officer

Dated: _____________

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee with respect to Debt Securities 

of each series for which it acts as Trustee:

(1) not more than 15 days after the Regular Record Date in respect of the Debt Securities of 

such series or on May 15 and November 15 of each year with respect to each series of 

Debt Securities for which there are no Regular Record Dates, a list, in such form as the 

Trustee may reasonably require, of the names and addresses of the Holders of Registered 

Securities as of such Regular Record Date or May 1 or November 1, as the case may be, 

and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt 

by the Company of any such request, a list of similar form and content as of a date not 

more than 15 days prior to the time such list is furnished;
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provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list need be 

furnished.

Section 7.02 Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names 

and addresses of Holders of Registered Securities contained in the most recent list furnished to the 

Trustee as provided in Section 7.01 and the names and addresses of Holders of Registered Securities 

received by the Trustee in its capacity as Paying Agent or Security Registrar, if so acting. The Trustee 

may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 

The Trustee shall preserve for at least two years the names and addresses of Holders of Bearer Securities 

filed with the Trustee by such Holders.

(b) The rights of Holders to communicate with other Holders with respect to their rights 

under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the 

Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder of Debt Securities or coupons, by receiving and holding the same, agrees 

with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by 

reason of any disclosure of information as to the names and addresses of the Holders made pursuant to the 

Trust Indenture Act. 

Section 7.03 Reports by Trustee.

(a) Within 60 days after April 15 of each year commencing with the first April 15 after the 

first issuance of Debt Securities pursuant to this Indenture and at any other time required by the Trust 

Indenture Act, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions 

under this Indenture and such other matters as may be required pursuant to the Trust Indenture Act in the 

manner required by the Trust Indenture Act.

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by 

the Trustee with each stock exchange upon which any Debt Securities of such series are listed, with the 

Commission and also with the Company. The Company will notify the Trustee when any series of Debt 

Securities are listed or delisted on any stock exchange.

Section 7.04 Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such 

information, documents and other reports, and such summaries thereof, as may be required pursuant to the 

Trust Indenture Act at the time and in the manner pursuant to such Act; provided that such information, 

documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of 

the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same are so 

required to be filed with the Commission. Delivery of such reports, information and documents to the 

Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 

constructive notice of any information contained therein or determinable from information contained 

therein, including the Company’s compliance with any of its covenants hereunder (as to which the 

Trustee is entitled to rely exclusively on Officers’ Certificates).
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ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, etc. only on Certain Terms.

The Company shall not consolidate with or merge into any other corporation or convey, transfer 

or lease its properties and assets substantially as an entirety to any Person, unless:

(1) the corporation formed by such consolidation or into which the Company is merged or 

the Person which acquires by conveyance or transfer, or which leases, the properties and 

assets of the Company substantially as an entirety shall be a corporation organized and 

existing under the laws of the United States of America, any political subdivision thereof,

any State thereof or the Commonwealth of Puerto Rico and shall expressly assume, by an 

indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory 

to the Trustee, the due and punctual payment of the principal of (and premium, if any) 

and interest (including any Additional Interest and all additional amounts, if any, payable 

pursuant to Section 10.06) on all the Debt Securities and any related coupons and the 

performance of every covenant of this Indenture on the part of the Company to be 

performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event 

which, after notice or lapse of time, or both, would become an Event of Default, shall 

have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of 

Counsel each stating that such consolidation, merger, conveyance, transfer or lease and 

such supplemental indenture comply with this Article and that all conditions precedent 

herein provided for relating to such transaction have been met.

Section 8.02 Successor Corporation Substituted.

Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or 

lease of the properties and assets of the Company substantially as an entirety in accordance with 

Section 8.01, the successor corporation formed by such consolidation or into which the Company is 

merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, 

and may exercise every right and power of, the Company under this Indenture with the same effect as if 

such successor had been named as the Company herein, and thereafter, except in the case of a lease, the 

Company (which term for this purpose shall mean the Person named as the “Company” in the first 

paragraph of this instrument or any successor corporation which shall theretofore have become such in 

the manner presented in this Article) shall be relieved of all obligations and covenants under this 

Indenture and the Debt Securities and coupons.
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ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and 

the Trustee, at any time and from time to time, may enter into one or more indentures supplemental 

hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another corporation to the Company, and the assumption by 

such successor of the covenants of the Company herein and in the Debt Securities 

contained; or

(2) to add to the covenants of the Company, for the benefit of the Holders of all or any series 

of Debt Securities or coupons (and if such covenants are to be for the benefit of less than 

all series of Debt Securities or coupons, stating that such covenants are expressly being 

included solely for the benefit of such series), to convey, transfer, assign, mortgage or 

pledge any property to or with the Trustee, or to surrender any right or power herein 

conferred upon the Company; or

(3) to add any additional Events of Default (and if such Events of Default are to be 

applicable to less than all series of Debt Securities, stating that such Events of Default are 

expressly being included solely to be applicable to such series); or

(4) to add to, change or eliminate any of the provisions of this Indenture to provide that 

Bearer Securities may be registrable as to principal, to change or eliminate any 

restrictions on the payment of principal (or premium, if any) on Registered Securities or 

of principal (or premium, if any) or any interest on Bearer Securities, to permit Bearer 

Securities to be issued in exchange for Registered Securities of other authorized 

denominations or to permit or facilitate the issuance of Debt Securities in uncertificated 

form, provided any such action shall not adversely affect the interests of the Holders of 

Debt Securities of any series or any related coupons in any material respect; or

(5) to change or eliminate any of the provisions of this Indenture, provided that any such 

change or elimination (a) shall become effective only when there is no Debt Security 

Outstanding of any series created prior to the execution of such supplemental indenture 

which is entitled to the benefit of such provisions or (b) shall not apply to any Debt 

Security Outstanding; or

(6) to establish the form or terms of Debt Securities of any series as permitted by 

Sections 2.01 and 3.01; or

(7) to evidence and provide for the acceptance of appointment hereunder by a successor 

Trustee with respect to the Debt Securities of one or more series and to add to or change 

any of the provisions of this Indenture as shall be necessary to provide for or facilitate the 

administration of the trusts hereunder by more than one Trustee, pursuant to the 

requirements of Section 6.11(b); or

(8) to cure any ambiguity, to correct or supplement any provision herein which may be 

defective or inconsistent with any other provision herein, or to make any other provisions 
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with respect to matters or questions arising under this Indenture which shall not be 

inconsistent with any provision of this Indenture, provided such other provisions shall not 

adversely affect the interests of the Holders of Debt Securities of any series or any related 

coupons in any material respect or, in the case of the Debt Securities of a series issued to 

an Issuer Trust and for so long as any of the corresponding series of Capital Trust 

Securities issued by such Issuer Trust shall remain outstanding, the holders of such 

Capital Trust Securities; or

(9) to add to or change or eliminate any provision of this Indenture as shall be necessary or 

desirable in accordance with any amendments to the Trust Indenture Act, provided such 

action shall not adversely affect the interest of Holders of Debt Securities of any series or 

any appurtenant coupons in any material respect. 

Section 9.02 Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding 

Debt Securities of all series affected by such supplemental indenture, acting together as a class, by Act of 

said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board 

Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose 

of adding any provisions to or changing in any manner or eliminating any of the provisions of this 

Indenture or of modifying in any manner the rights of the Holders under this Indenture of such Debt 

Securities of such series and any related coupons; provided, however, that no such supplemental indenture 

shall, without the consent of the Holder of each Outstanding Debt Security or coupon affected thereby,

(1) change the Stated Maturity of the principal or any installment of principal of, or any 

installment of interest (including any Additional Interest) on, any Debt Security (other 

than to the extent set forth in any such Debt Security), or reduce the principal amount 

thereof or the interest thereon or any premium payable upon redemption or repayment 

thereof, or change any obligation of the Company to pay additional amounts pursuant to 

Section 10.06 (except as contemplated by Section 8.01(1) and permitted by 

Section 9.01(1)), or reduce the amount of the principal of an Original Issue Discount 

Security that would be due and payable upon a declaration of acceleration of the Maturity 

thereof pursuant to Section 5.02, or change any Place of Payment, or the coin or currency 

in which any Debt Security or the interest thereon or any coupon is payable, or impair 

any right to the delivery of Capital Securities in exchange for Debt Securities provided 

for in this Indenture or the right to institute suit for the enforcement of any such payment 

on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or 

after the Redemption Date or Repayment Date or Capital Exchange Date, as the case may 

be), or

(2) reduce the percentage in principal amount of the Outstanding Debt Securities of any 

series, the consent of whose Holders is required for any such supplemental indenture, or 

the consent of whose Holders is required for any waiver (of compliance with certain 

provisions of this Indenture or certain defaults hereunder and their consequences) 

provided for in this Indenture, or reduce the requirements of Section 16.04 for quorum or 

voting, or

(3) modify any of the provisions of this Section, Section 5.13 or Section 10.05, except to 

increase any such percentage or to provide that certain other provisions of this Indenture 

cannot be modified or waived without the consent of the Holder of each Outstanding 

Debt Security affected thereby; provided, however, that this clause shall not be deemed to 
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require the consent of any Holder with respect to changes in the references to “the

Trustee” and concomitant changes in this Section and Section 10.05, or the deletion of 

this proviso, in accordance with the requirements of Section 6.11(b) and 9.01(7); or

(4) adversely affect the right to repayment, if any, of Debt Securities of any series at the 

option of the Holders thereof; or

(5) impair the right of any Holder of Debt Securities of any series to receive Capital 

Securities on any Capital Exchange Date for Debt Securities of such series with a Market 

Value equal to the principal amount of such Holder’s Debt Securities of such series or in 

an amount sufficient to provide proceeds upon sale by the Company in the Secondary 

Offering equal to the principal amount of such Holder’s Debt Securities of such series; or

(6) impair the right of any Holder of Convertible Securities of any series to convert such 

Debt Securities pursuant to Article XIX;

and provided, further, that no change shall be made in the provisions of Article XVIII that will affect 

adversely the holders of Senior Debt without the consent of the holders of all Senior Debt Outstanding; 

and provided, further, that, in the case of the Debt Securities of a series issued to an Issuer Trust, so long 

as any of the corresponding series of Capital Trust Securities issued by such Issuer Trust remains 

outstanding, (i) no such amendment shall be made that adversely affects the holders of such related 

Capital Trust Securities in any material respect, and no termination of this Indenture shall occur, and no 

waiver of compliance with any covenant under this Indenture shall be effective, without the prior consent 

of the holders of at least a majority of the aggregate Liquidation Amount (as defined in the related Trust 

Agreement) of such Capital Trust Securities then outstanding unless and until the principal of (and 

premium, if any, on) the Debt Securities of such series and all accrued and (subject to Section 3.07) 

unpaid interest (including any Additional Interest) thereon have been paid in full, (ii) no such amendment 

or waiver that requires the consent of the Holder of each Outstanding Debt Security affected thereby shall 

be made without the prior consent of all the holders of the related Capital Trust Securities then 

outstanding unless and until the principal of (and premium, if any, on) the Debt Securities of such series 

and all accrued interest and (subject to Section 3.07) unpaid interest (including any Additional Interest) 

therein have been paid in full, and (iii) no amendment shall be made to Section 5.08 of this Indenture that 

would impair the rights of the holders of Capital Trust Securities issued by any Issuer Trust provided 

therein without the prior consent of the holders of each such Capital Trust Security then outstanding 

unless and until the principal of (and premium, if any, on) the Debt Securities of such series and all 

accrued and (subject to Section 3.07) unpaid interest (including any Additional Interest) thereon have 

been paid in full.

A supplemental indenture which changes or eliminates any covenant or other provision of this 

Indenture which has expressly been included solely for the benefit of one or more particular series of 

Debt Securities or any corresponding series of Capital Trust Securities of an Issuer Trust that holds the 

Debt Securities of any series, or which modifies the rights of the Holders of Debt Securities of such series 

or holders of such Capital Trust Securities of such corresponding series with respect to such covenant or 

other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt 

Securities of any other series or holders of Capital Trust Securities of any other such corresponding series. 

It shall not be necessary for any Act of Holders of the Debt Securities under this Section to approve the 

particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve 

the substance thereof.
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Section 9.03 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted 

by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be 

entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of 

Counsel and an Officers’ Certificate each stating that the execution of such supplemental indenture is 

authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any 

such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this 

Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be 

modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for 

all purposes; and every Holder of Debt Securities theretofore or thereafter authenticated and delivered 

hereunder and of any coupons appertaining thereto shall be bound thereby.

Section 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements 

of the Trust Indenture Act as then in effect.

Section 9.06 Reference in Debt Securities to Supplemental Indentures.

Debt Securities of any series authenticated and delivered after the execution of any supplemental 

indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form 

approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company 

shall so determine, new Debt Securities of any series and any appurtenant coupons so modified as to 

conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture 

may be prepared and executed by the Company and authenticated and delivered by the Trustee in 

exchange for Outstanding Debt Securities of such series and any appurtenant coupons.

ARTICLE X

COVENANTS

Section 10.01 Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Debt Securities and any 

appurtenant coupons that it will duly and punctually pay the principal of (and premium, if any) and 

interest (including any Additional Interest) on the Debt Securities and any appurtenant coupons in 

accordance with the terms of the Debt Securities, any appurtenant coupons and this Indenture. Any

interest due on Bearer Securities on or before Maturity, other than additional amounts, if any, payable as 

provided in Section 10.06 in respect of principal of (or premium, if any, on) such a Debt Security, shall be 

payable only upon presentation and surrender of the several coupons for such interest installments as are 

evidenced thereby as they severally mature. For all purposes of this Indenture, the exchange of Capital 

Securities for Debt Securities of any series pursuant to the Indenture shall constitute full payment of 

principal of the Debt Securities of such series being exchanged on any Capital Exchange Date for Debt 

Securities of such series, without prejudice to any Holder’s rights pursuant to Section 14.13.
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Section 10.02 Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Debt Securities an office 

or agency where Debt Securities (but, except as otherwise provided below, unless such Place of Payment 

is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, 

where Debt Securities may be surrendered for registration of transfer or exchange and where notices and 

demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. If 

Debt Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any 

laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is 

located outside the United States where Debt Securities of such series and the related coupons may be 

presented and surrendered for payment (including payment of any additional amounts payable on Debt 

Securities of such series pursuant to Section 10.06); provided, however, that if the Debt Securities of such

series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the 

Luxembourg Stock Exchange or any other stock exchange located outside the United States and such 

stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or 

any other required city located outside the United States, as the case may be, so long as the Debt 

Securities of such series are listed on such exchange. The Company will give prompt written notice to the 

Trustee of the location, and any change in the location, of any such office or agency. If at any time the 

Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with 

the address thereof, such presentations, surrenders, notices or demands may be made or served at the 

Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive 

all presentations, surrenders, notices and demands, except that Bearer Securities of that series and the

related coupons may be presented and surrendered for payment (including payment of any additional 

amounts payable on Bearer Securities of that series pursuant to Section 10.06) at the place specified for 

the purpose pursuant to Section 3.01(5).

No payment of principal of, premium or interest on Bearer Securities shall be made at any office 

or agency of the Company in the United States or by check mailed to any address in the United States or 

by transfer to an account maintained with a bank located in the United States; provided, however, 

payment of principal of and any premium and interest denominated in Dollars (including additional 

amounts payable in respect thereof) on any Bearer Security may be made at an office or agency of, and 

designated by, the Company located in the United States if (but only if) payment of the full amount of 

such principal, premium, interest or additional amounts in Dollars at all offices outside the United States 

maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively 

precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of 

Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated 

by Section 3.01 with respect to any series of Debt Securities, at the option of the Holder of any Bearer 

Security or related coupon, payment may be made by check in the currency designated for such payment 

pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States 

or by transfer to an account in such currency maintained by the payee with a bank located outside the 

United States.

The Company may also from time to time designate one or more other offices or agencies (in or 

outside of such Place of Payment) where the Debt Securities of one or more series and any appurtenant 

coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such 

purposes, and may from time to time rescind such designations; provided, however, that no such 

designation or rescission shall in any manner relieve the Company of its obligation to maintain an office 

or agency in each Place of Payment for any series of Debt Securities for such purposes. The Company 

will give prompt written notice to the Trustee of any such designation and any change in the location of 

any such other office or agency.
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Section 10.03 Money for Debt Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Debt 

Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any 

of the Debt Securities of such series and any appurtenant coupons, segregate and hold in trust for the 

benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or 

interest (including any Additional Interest) so becoming due until such sums shall be paid to such Persons 

or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so 

to act.

Whenever the Company shall have one or more Paying Agents with respect to any series of Debt 

Securities, it will, on or before each due date of the principal of (and premium, if any) or interest 

(including any Additional Interest) on any of the Debt Securities of such series and any appurtenant 

coupons, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or 

interest (including any Additional Interest) so becoming due, such sum to be held in trust for the benefit 

of the Persons entitled to such principal, premium or interest (including any Additional Interest), and 

(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 

failure so to act.

The Company will cause each Paying Agent with respect to any series of Debt Securities other 

than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall 

agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or 

interest (including any Additional Interest) on Debt Securities of such series and any 

appurtenant coupons in trust for the benefit of the Persons entitled thereto until such sums 

shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or any other obligor upon the 

Debt Securities of such series or any appurtenant coupons) in the making of any payment 

of principal of (and premium, if any) or interest (including any Additional Interest) on the 

Debt Securities of such series or any appurtenant coupons; and

(3) at any time during the continuance of any such default, upon the written request of the 

Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of terminating its obligations as Paying Agent 

under this Indenture with respect to Debt Securities of any series or for any other purpose, pay, or by 

Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or 

such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such 

sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to 

the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any principal and interest received on the Eligible Instruments deposited with the Trustee or any 

money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the 

payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any 

Debt Security of any series or any appurtenant coupons or any money on deposit with the Trustee or any 

Paying Agent representing amounts deducted from the Redemption Price or Repayment Price with 

respect to unmatured coupons not presented upon redemption or exercise of the Holder’s option for 

repayment pursuant to Section 11.06 or 13.03 and remaining unclaimed for two years after such principal 

(and premium, if any) or interest has become due and payable shall be paid to the Company on Company 
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Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such 

Debt Security or any coupon appertaining thereto shall thereafter, as an unsecured general creditor, look 

only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with 

respect to such trust money (including the principal and interest received on Eligible Instruments 

deposited with the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease; 

provided, however, that the Trustee or such Paying Agent, before being required to make any such 

repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper 

of general circulation in the Borough of Manhattan, The City of New York, and each Place of Payment or 

mailed to each such Holder, or both, notice that such money remains unclaimed and that, after a date 

specified therein, which shall not be less than 30 days from the date of such publication or mailing, any 

unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.04 Officers’ Certificate as to Default.

The Company will deliver to the Trustee, on or before a date not more than four months after the 

end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating 

whether or not to the best knowledge of the signers thereof the Company is in default in the performance 

and observance of any of the terms, provisions and conditions of this Indenture, and, if the Company shall 

be in default, specifying all such defaults and the nature thereof of which they may have knowledge.

Section 10.05 Waiver of Certain Covenants.

Subject to the rights of holders of Capital Trust Securities specified in Section 9.02, if any, the 

Company may omit in any particular instance to comply with any covenant or condition applicable to the 

Debt Securities of any series pursuant to Section 3.01 unless such covenant or condition is determined 

pursuant to Section 3.01 not to be subject to this provision if, before the time for such compliance the 

Holders of at least a majority in principal amount of all series of the Debt Securities at the time 

Outstanding to which such covenant or condition applies shall, acting together as a class, by Act of such 

Holders, either waive such compliance in such instance or generally waive compliance with such 

covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to 

the extent so expressly waived, and, until such waiver shall become effective, the obligations of the 

Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full 

force and effect.

Section 10.06 Payment of Additional Amounts.

If the Debt Securities of a series provide for the payment of additional amounts, the Company 

will pay to the Holder of any Debt Security of any series or any coupon appertaining thereto additional 

amounts upon the terms and subject to the conditions provided therein. Whenever in this Indenture there 

is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in 

respect of, any Debt Security of any series or any related coupon or the net proceeds received on the sale 

or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the 

payment of additional amounts provided for in the terms of such Debt Securities and this Section to the 

extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant 

to the provisions of this Section and express mention of the payment of additional amounts (if applicable) 

in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof 

where such express mention is not made.

If the Debt Securities of a series provide for the payment of additional amounts, at least 10 days 

prior to the first Interest Payment Date with respect to that series of Debt Securities (or if the Debt 

Securities of that series will not bear interest prior to Maturity, the first day on which a payment of 
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principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal 

(and premium, if any) or interest if there has been any change with respect to the matters set forth in the 

below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s 

principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate 

instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of 

(and premium, if any) or interest on the Debt Securities of that series shall be made to Holders of Debt 

Securities of that series or the related coupons who are United States Aliens without withholding for or on 

account of any tax, assessment or other governmental charge described in the Debt Securities of that 

series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country 

the amount, if any, required to be withheld on such payments to such Holders of Debt Securities or 

coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts, if any, 

required by the terms of such Debt Securities and the first paragraph of this Section. The Company 

covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any 

loss, liability or expense reasonably incurred without negligence or willful misconduct on their part 

arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ 

Certificate furnished pursuant to this Section.

Section 10.07 Additional Sums.

In the case of the Debt Securities of a series initially issued to an Issuer Trust, so long as no Event 

of Default has occurred and is continuing and except as otherwise specified as contemplated by 

Section 3.01, if (i) an Issuer Trust is the Holder of all of the Outstanding Debt Securities of such series, 

and (ii) a Tax Event has occurred and is continuing in respect of such Issuer Trust, the Company shall pay

to such Issuer Trust (and its permitted successors or assigns under the related Trust Agreement) for so 

long as such Issuer Trust (or its permitted successor or assignee) is the registered holder of the 

Outstanding Debt Securities of such series, such additional sums as may be necessary in order that the 

amount of Distributions (including any Additional Amounts (as defined in the relevant Trust Agreement)) 

then due and payable by such Issuer Trust on the related Capital Trust Securities and Common Trust 

Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as 

a result of any Additional Taxes arising from such Tax Event; provided, however, that Additional Sums 

shall not include any withholding taxes arising after the occurrence of a Tax Event and which have been 

withheld from payments to Holders of Trust Securities and for which Holders are liable (the “Additional 

Sums”). Whenever in this Indenture or the Debt Securities there is a reference in any context to the 

payment of principal of or interest on the Debt Securities, such mention shall be deemed to include 

mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such 

context, Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of 

this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions 

hereof shall not be construed as excluding Additional Sums in those provisions hereof where such express 

mention is not made; provided, however, that the deferral of the payment of interest pursuant to 

Section 3.13 or the Debt Securities shall not defer the payment of any Additional Sums that may be due 

and payable.

Section 10.08 Additional Covenants.

The Company covenants and agrees with each Holder of Debt Securities of each series that it 

shall not (x) make any payment of principal of or interest or premium, if any, on or repay, repurchase or 

redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to 

the Debt Securities of such series, or (y) declare or pay any dividends or distributions on, or redeem, 

purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital 

stock (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the 

Company in connection with any employment contract, benefit plan or other similar arrangement with or 
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for the benefit of any one or more employees, officers, directors or consultants, in connection with a 

dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital 

stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration 

in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an 

exchange, redemption or conversion of any other class or series of the Company’s capital stock (or any 

capital stock of a subsidiary of the Company) for any class or series of the Company’s capital stock, or of 

any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, 

(c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion 

or exchange provisions of such capital stock or the securities being converted or exchanged, (d) any 

declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other 

property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) any 

payment by the Company under any Guarantee Agreement, or (f) any dividend in the form of stock, 

warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such 

warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks 

pari passu with or junior to such stock) if at such time (i) there shall have occurred any event (A) of 

which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, 

would constitute an Event of Default with respect to the Debt Securities of such series under 

Sections 5.01(1), (2), (5) or (6), and (B) which the Company shall not have taken reasonable steps to cure, 

(ii) if the Debt Securities of such series are held by an Issuer Trust, the Company shall be in default with 

respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Trust 

Securities issued by such Issuer Trust, or (iii) the Company shall have given notice of its election to begin 

an Extension Period with respect to the Debt Securities of such series as provided herein and shall not 

have rescinded such notice, and such Extension Period, or any extension thereof, shall be continuing.

The Company also covenants with each Holder of Debt Securities of a series issued to an Issuer 

Trust (i) to hold, directly or indirectly, 100% of the Common Trust Securities of such Issuer Trust, 

provided that any permitted successor of the Company hereunder may succeed to the Company’s 

ownership of such Common Trust Securities, (ii) as holder of such Common Trust Securities, not to 

voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a 

distribution of the Debt Securities of such series to the holders of the related Capital Trust Securities in 

liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or 

amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent 

with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be 

taxable as a corporation for United States Federal or Puerto Rico income tax purposes.

ARTICLE XI

REDEMPTION OF DEBT SECURITIES

Section 11.01 Applicability of Article.

Subject to the Company having received the prior approval of the Primary Federal Regulator, if 

then required under the applicable capital guidelines or policies of the Primary Federal Regulator, Debt 

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in 

accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Debt 

Securities of any series) in accordance with this Article.

Section 11.02 Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Debt Securities shall be evidenced by a Board 

Resolution. In case of any redemption at the election of the Company of less than all of the Debt 
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Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the 

Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and, in the case 

of Debt Securities of a series held by an Issuer Trust, the Property Trustee under the related Trust 

Agreement, of such Redemption Date and of the principal amount and the tenor and terms of the Debt 

Securities of any series to be redeemed; provided that in the case of any series of Debt Securities initially 

issued to an Issuer Trust, for so long as such Debt Securities are held by such Issuer Trust, such notice 

shall be given not less than 45 nor more than 75 days prior to such Redemption Date (unless a shorter 

notice shall be satisfactory to the Property Trustee under the related Trust Agreement). In the case of any 

redemption of Debt Securities prior to the expiration of any restriction on such redemption provided in the 

terms of such Debt Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with 

an Officers’ Certificate evidencing compliance with such restriction.

Section 11.03 Selection by Trustee of Debt Securities to be Redeemed.

Except as otherwise specified and contemplated by Section 3.01 for Debt Securities of any series, 

if less than all the Debt Securities of any series with like tenor and terms are to be redeemed, the 

particular Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption 

Date by the Trustee, from the Outstanding Debt Securities of such series with like tenor and terms not 

previously called for redemption, by such method as the Trustee shall deem fair and appropriate and 

which may provide for the selection for redemption of portions (equal to the minimum authorized 

denomination for Debt Securities of such series or any integral multiple thereof which is also an 

authorized denomination) of the principal amount of Registered Securities or Bearer Securities (if issued 

in more than one authorized denomination) of such series of a denomination larger than the minimum 

authorized denomination for Debt Securities of such series.

The Trustee shall promptly notify the Company in writing of the Debt Securities selected for 

redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount 

thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to 

the redemption of Debt Securities shall relate, in the case of any Debt Security redeemed or to be 

redeemed only in part, to the portion of the principal amount of such Debt Security which has been or is 

to be redeemed.

Section 11.04 Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 1.06 not less than 30 nor 

more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed, 

provided that in the case of any series of Debt Securities initially issued to an Issuer Trust, for so long as 

such Debt Securities are held by such Issuer Trust, such notice shall be given not less than 45 nor more 

than 75 days prior to such Redemption Date (unless a shorter notice shall be satisfactory to the Property 

Trustee under the related Trust Agreement).

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,
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(3) if less than all Outstanding Debt Securities of any series are to be redeemed, the 

identification (and, in the case of partial redemption, the principal amounts) of the 

particular Debt Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon 

each such Debt Security to be redeemed, and that interest (including any Additional 

Interest) thereon shall cease to accrue on and after said date,

(5) the Place or Places of Payment where such Debt Securities, together in the case of Bearer 

Securities with all coupons, if any, appertaining thereto maturing after the Redemption 

Date, are to be surrendered for payment of the Redemption Price,

(6) that Bearer Securities may be surrendered for payment only at such place or places which 

are outside the United States, except as otherwise provided in Section 10.02,

(7) that the redemption is for a sinking fund, if such is the case, and

(8) the CUSIP number, if any.

A notice of redemption published as contemplated by Section 1.06 need not identify particular 

Registered Securities to be redeemed.

Notice of redemption of Debt Securities to be redeemed at the election of the Company shall be 

given by the Company, or, at the Company’s request and provision of such notice information five days 

prior to the mailing of the notice, by the Trustee in the name and at the expense of the Company.

Section 11.05 Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying 

Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in 

Section 10.03) an amount of money and/or, to the extent the Debt Securities to be redeemed are 

denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on 

which when due (and without reinvestment and providing no tax liability will be imposed upon the 

Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the 

Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with 

the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the 

Redemption Date shall be an Interest Payment Date) accrued interest (including any Additional Interest) 

on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, however, 

that deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents 

located outside the United States except as otherwise provided in Section 1002, unless otherwise specified 

as contemplated by Section 3.01.

Section 11.06 Debt Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Debt Securities to be redeemed shall, on 

the Redemption Date, become due and payable at the Redemption Price therein specified and from and 

after such date (unless the Company shall default in the payment of the Redemption Price and accrued 

interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to 

any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon 

surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security 

shall be paid by the Company at the Redemption Price, together with accrued interest (including any 
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Additional Interest) to the Redemption Date; provided, however, that installments of interest (including 

any Additional Interest) on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date 

shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency 

located outside the United States except as otherwise provided in Section 10.02), and provided further, 

that installments of interest (including any Additional Interest) on Registered Securities whose Stated 

Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Debt Securities, or 

one or more Predecessor Securities, registered as such on the relevant Record Dates according to their 

terms and the provisions of Section 3.07.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant 

coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the 

Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of 

such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to 

them such security or indemnity as they may require to save each of them and any Paying Agent 

harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying 

Agent any such missing coupon in respect of which a deduction shall have been made from the 

Redemption Price, such Holder shall be entitled to receive the amount so deducted without interest 

thereon; provided, however, that interest represented by coupons shall be payable only upon presentation 

and surrender of those coupons at an office or agency located outside of the United States except as 

otherwise provided in Section 10.02.

If any Debt Security called for redemption shall not be so paid upon surrender thereof for 

redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date 

at the rate prescribed therefor in the Debt Security.

Section 11.07 Debt Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part shall be surrendered at a Place of 

Payment therefor (with, if the Company, the Security Registrar or the Trustee so requires, due 

endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security 

Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), 

and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt 

Security without service charge, a new Registered Security or Registered Securities of the same series and 

of like tenor and terms, of any authorized denominations as requested by such Holder in aggregate 

principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt 

Security so surrendered.

Section 11.08 Right of Redemption of Debt Securities Initially Issued to an Issuer Trust.

In the case of the Debt Securities of a series initially issued to an Issuer Trust, except as otherwise 

specified as contemplated by Section 3.01, the Company, at its option, may redeem such Debt Securities 

(i) on or after the date specified in such Debt Security, in whole at any time or in part from time to time, 

or (ii) upon the occurrence and during the continuation of a Tax Event, an Investment Company Event or 

a Capital Treatment Event, at any time within 90 days following the occurrence and during the 

continuation of such Tax Event, Investment Company Event or Capital Treatment Event, in whole (but 

not in part), in each case at a Redemption Price specified in such Debt Security, together with accrued 

interest (including any Additional Interest) to, but excluding, the Redemption Date.

If less than all the Debt Securities of any such series are to be redeemed, the aggregate principal 

amount of such Debt Securities remaining Outstanding after giving effect to such redemption shall be

sufficient to satisfy any provisions of the Trust Agreement related to the Issuer Trust to which such Debt 
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Securities were issued, including any requirement in such Trust Agreement as to the minimum 

Liquidation Amount (as defined in such Trust Agreement) of Capital Trust Securities that may be held by 

a holder of Capital Trust Securities thereunder.

ARTICLE XII

SINKING FUNDS

Section 12.01 Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Debt 

Securities of a series except as otherwise specified as contemplated by Section 3.01 for Debt Securities of 

such series.

The minimum amount of any sinking fund payment provided for by the terms of Debt Securities 

of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of 

such minimum amount provided for by the term of Debt Securities of any series is herein referred to an 

“optional sinking fund payment”. If provided for by the terms of Debt Securities of any series, the amount 

of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund 

payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms 

of Debt Securities of such series.

Section 12.02 Satisfaction of Sinking Fund Payments with Debt Securities.

The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously 

called for redemption), together in the case of any Bearer Securities of such series with all unmatured 

coupons appertaining thereto, and (2) may apply as a credit Debt Securities of a series which have been 

redeemed either at the election of the Company pursuant to the terms of such Debt Securities or through 

the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, 

in each case in satisfaction of all or any part of any sinking fund payment with respect to the Debt 

Securities of such series required to be made pursuant to the terms of such Debt Securities as provided for 

by the terms of such series; provided that such Debt Securities have not been previously so credited. Such 

Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption Price 

specified in such Debt Securities for redemption through operation of the sinking fund and the amount of 

such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Debt 

Securities in lieu of cash payments pursuant to this Section 12.02, the principal amount of Debt Securities 

to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee 

need not call Debt Securities for redemption, except upon Company Request, and such cash payment 

shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, 

provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time 

to time pay over and deliver to the Company any cash payment so being held by the Trustee or such 

Paying Agent upon delivery by the Company to the Trustee of Debt Securities purchased by the Company 

having an unpaid principal amount equal to the cash payment requested to be released to the Company.

Section 12.03 Redemption of Debt Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities 

(unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an 

Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series 

pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash, 

the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to 
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Section 12.02 and the basis for any such credit and, prior to or concurrently with the delivery of such 

Officers’ Certificate, will also deliver to the Trustee any Debt Securities to be so credited and not 

theretofore delivered to the Trustee. Not less than 30 days (unless a shorter period shall be satisfactory to 

the Trustee) before each such sinking fund payment date the Trustee shall select the Debt Securities to be 

redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice 

of the redemption thereof to be given in the name of and at the expense of the Company in the manner 

provided in Section 11.04. Such notice having been duly given, the redemption of such Debt Securities 

shall be made upon the terms and in the manner stated in Sections 11.05, 11.06 and 11.07.

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 13.01 Applicability of Article.

Debt Securities of any series which are repayable at the option of the Holders thereof before their 

Stated Maturity shall be repaid in accordance with their terms and (except as otherwise specified pursuant 

to Section 3.01 for Debt Securities of such series) in accordance with this Article.

Section 13.02 Repayment of Debt Securities.

Each Debt Security which is subject to repayment in whole or in part at the option of the Holder 

thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with interest 

accrued to such Repayment Date as specified pursuant to Section 3.01.

Section 13.03 Exercise of Option; Notice.

Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to such 

repayment, surrender the Debt Security to be repaid in whole or in part together with written notice of the 

exercise of such option at any office or agency of the Company in a Place of Payment, not less than 30 

nor more than 45 days prior to the Repayment Date; provided, however, that surrender of Bearer 

Securities together with written notice of exercise of such option shall be made at an office or agency 

located outside the United States except as otherwise provided in Section 10.02. Such notice, which shall 

be irrevocable, shall specify the principal amount of such Debt Security to be repaid, which shall be equal 

to the minimum authorized denomination for such Debt Security or an integral multiple thereof, and shall 

identify the Debt Security to be repaid and, in the case of a partial repayment of the Debt Security, shall 

specify the denomination or denominations of the Debt Security or Debt Securities of the same series to 

be issued to the Holder for the portion of the principal of the Debt Security surrendered which is not to be 

repaid.

If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured 

coupons and all matured coupons in default, such Bearer Security may be paid after deducting from the 

Repayment Price an amount equal to the face amount of all such missing coupons, or the surrender of 

such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to 

them such security or indemnity as they may require to save each of them and any Paying Agent 

harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying 

Agent any such missing coupon in respect of which a deduction shall have been made from the 

Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest 

thereon; provided, however, that interest represented by coupons shall be payable only at an office or 

agency located outside the United States except as otherwise provided in Section 10.02.
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The Company shall execute and the Trustee shall authenticate and deliver without service charge 

to the Holder of any Registered Security so surrendered a new Registered Security or Securities of the 

same series, of any authorized denomination specified in the foregoing notice, in an aggregate principal 

amount equal to any portion of the principal of the Registered Security so surrendered which is not to be 

repaid.

The Company shall execute and the Trustee shall authenticate and deliver without service charge 

to the Holder of any Bearer Security so surrendered a new Registered Security or Securities or new 

Bearer Security or Securities (and all appurtenant unmatured coupons and matured coupons in default) or 

any combination thereof of the same series of any authorized denomination or denominations specified in 

the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Debt 

Security so surrendered which is not to be paid; provided, however, that the issuance of a Registered 

Security therefor shall be subject to applicable laws and regulations, including provisions of the United 

States Federal income tax laws and regulations in effect at the time of the exchange; neither the Company, 

the Trustee nor the Security Registrar shall issue Registered Securities for Bearer Securities if it has 

received an Opinion of Counsel that as a result of such issuance the Company would suffer adverse 

consequences under the United States Federal income tax laws then in effect and the Company has 

delivered to the Trustee a Company Order directing the Trustee not to make such issuances thereafter 

unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall 

deliver copies of such Company Order to the Security Registrar.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to 

the repayment of Debt Securities shall relate, in the case of any Debt Security repaid or to be repaid only 

in part, to the portion of the principal of such Debt Security which has been or is to be repaid.

Section 13.04 Election of Repayment by Remarketing Entities.

The Company may elect, with respect to Debt Securities of any series which are repayable at the 

option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment Date to 

designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price, Debt 

Securities of such series from the Holders thereof who give notice and surrender their Debt Securities in 

accordance with Section 13.03.

Section 13.05 Securities Payable on the Repayment Date.

Notice of exercise of the option of repayment having been given and the Debt Securities so to be 

repaid having been surrendered as aforesaid, such Debt Securities shall, unless purchased in accordance 

with Section 13.04, on the Repayment Date become due and payable at the price therein specified and 

from and after the Repayment Date such Debt Securities shall cease to bear interest and shall be paid on 

the Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, 

except to the extent provided above, shall be void, unless the Company shall default in the payment of 

such price in which case the Company shall continue to be obligated for the principal amount of such 

Debt Securities and shall be obligated to pay interest on such principal amount at the rate borne by such 

Debt Securities from time to time until payment in full of such principal amount.
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ARTICLE XIV

EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

Section 14.01 Applicability of Article.

If an Officers’ Certificate or supplemental indenture pursuant to Section 3.01 provides for the 

exchange of Capital Securities for Debt Securities of any series at the election of the Company or 

otherwise, Debt Securities of such series shall be exchanged for Capital Securities in accordance with 

their terms and (except as otherwise specified in such Officers’ Certificate or supplemental indenture) in 

accordance with this Article.

Section 14.02 Exchange of Capital Securities for Debt Securities at Stated Maturity.

At the Stated Maturity of Debt Securities of any series which may be exchanged, subject to 

prepayment prior to such Stated Maturity on the Capital Exchange Date selected by the Company for 

Debt Securities of such series, as described below, early exchange pursuant to Section 14.03 or payment 

in cash pursuant to Section 5.02, 14.16 or 14.17, the Company shall exchange Capital Securities with a 

Market Value equal to the principal amount of the Outstanding Debt Securities of such series for the Debt 

Securities of such series in whole.

The Company shall give notice in the manner provided in Section 1.06 to Holders of the Debt 

Securities of any series to be exchanged, the Trustee and the Capital Exchange Agent as to the type of 

Capital Securities to be exchanged for the Debt Securities of such series on the Capital Exchange Date for 

Debt Securities of such series. Such notice shall include a form of Capital Security Election Form 

substantially as set forth in Section 14.09, shall make the statements and contain the information included 

in Section 14.04(a), and shall be given no less than 90 days prior to the Stated Maturity of such Debt 

Securities. Notice of such Capital Exchange Date, together with the amount of Capital Securities being 

exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum 

denomination of the Debt Securities of such series, if larger, shall also be given by the Company in the 

manner required by Section 14.04(b) not less than three Business Days prior to such Capital Exchange 

Date.

The Capital Exchange Date for any prepayment of Debt Securities of each series may be selected 

by the Company to be any date between a date 60 days prior to the Stated Maturity of such Debt 

Securities and such Stated Maturity, inclusive, and to be the date of the closing of the Secondary Offering 

for Debt Securities of such series. In the event the Company fails to effect such Secondary Offering, the 

Capital Exchange Date will be the Stated Maturity of the Debt Securities of such series. Notice of each 

such Capital Exchange Date, together with the amount of Capital Securities being exchanged for each 

$1,000 principal amount of Debt Securities of such series, or the minimum denomination of the Debt 

Securities of such series, if larger, shall also be given by the Company in the manner required by 

Section 14.04(b) not less than three Business Days prior to such Capital Exchange Date.

The Company will effect each Secondary Offering such that the closing of the Secondary 

Offering will occur on the Capital Exchange Date.

Section 14.03 Right of Early Exchange of Capital Securities for Debt Securities.

The Debt Securities of any series to be exchanged may be exchanged at the election of the 

Company, as a whole or from time to time in part, prior to the Stated Maturity thereof for Capital 
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Securities with a Market Value equal to the principal amount of such Debt Securities on any early Capital 

Exchange Date, together with accrued interest to such Capital Exchange Date.

The Company shall give notice in the manner provided in Section 1.06 to Holders of the Debt 

Securities of any series to be exchanged, the Trustee and the Capital Exchange Agent not less than 90 

days nor more than 120 days prior to any early Capital Exchange Date for Debt Securities of such series, 

which notice shall include a form of Capital Security Election Form substantially as set forth in 

Section 14.09 and make the statements and contain the information included in Section 14.04(a). Notice 

of each such early Capital Exchange Date, together with the amount of Capital Securities being 

exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum 

denomination of such series, if larger, shall also be given by the Company in the manner required by 

Section 14.04(b) not less than three Business Days prior to such early Capital Exchange Date.

The Company may at its option accelerate any such Capital Exchange Date within the 60-day 

period prior to such Capital Exchange Date by giving notice of such accelerated Capital Exchange Date, 

together with the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt 

Securities of such series, or the minimum denomination of such series, if larger, in the manner required by 

Section 14.04(b) not less than three Business Days prior to such accelerated Capital Exchange Date.

The Company will effect each Secondary Offering such that the closing of such Secondary 

Offering will occur on the Capital Exchange Date.

Section 14.04 Notices of Exchange.

(a) All notices of exchange subject to this paragraph shall state:

(1) the type of Capital Securities to be exchanged for the Debt Securities of such 

series on the Capital Exchange Date for Debt Securities of such series;

(2) the proposed Capital Exchange Date;

(3) that each Holder of Debt Securities of such series being exchanged will receive 

on such Capital Exchange Date accrued and unpaid interest in cash and may elect 

to receive on such Capital Exchange Date Capital Securities with a Market Value 

equal to the principal amount of the Debt Securities of such series owned by such 

Holder and that, in the absence of any such election by the Holder, such Holder 

will be deemed to have received on such Capital Exchange Date Capital 

Securities having such Market Value and to have elected to have such Capital 

Securities sold for such Holder by the Company in the related Secondary 

Offering for cash proceeds to such Holder on such Capital Exchange Date equal 

to the aggregate principal amount of all Debt Securities of such series being 

exchanged owned by such Holder;

(4) that on such Capital Exchange Date the Capital Exchange Price will become due 

and payable upon each such Debt Security to be exchanged and that interest 

thereon will cease to accrue on and after said date;

(5) if less than all the Outstanding Debt Securities of any series are to be exchanged, 

the identification and principal amount of the particular Debt Securities to be 

exchanged;
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(6) that each Holder for whom Capital Securities are being offered in the Secondary 

Offering shall be deemed to have appointed the Company its attorney-in-fact to 

execute any and all documents and agreements the Company deems necessary or 

appropriate to effect such Secondary Offering;

(7) (A) that the Company will assume, unless advised to the contrary in writing 

within 30 days after the date of notice of exchange, that the Capital Securities are 

to be offered for the account of the Holder, that such Holder has not held any

position, office or other material relationship with the Company within three 

years preceding the Secondary Offering, that the Holder owns no other Capital 

Securities, and that after completion of the Secondary Offering the Holder will 

own less than one percent of the class of such Capital Securities, and (B) that if 

any of these assumptions is not correct, the Holder shall promptly so advise the 

Company;

(8) the Place or Places of Capital Exchange;

(9) that Bearer Securities may be surrendered for payment or exchange only at a 

Place or Places of Capital Exchange which are outside the United States, except 

as otherwise provided in Section 10.02; and

(10) the CUSIP number, if any.

(b) Each notice of exchange subject to this paragraph shall be given in the manner

provided in Section 1.06 to each Holder of Debt Securities to be exchanged, and the Company shall 

forthwith give such notice by telephone to the Trustee and the Capital Exchange Agent, promptly 

confirmed in writing.

(c) (1) Except as may otherwise be specified pursuant to Section 3.01 for Debt 

Securities of any series, if less than all the Debt Securities of any series are to be 

exchanged, the Company shall at least 135 days prior to the related Capital 

Exchange Date (unless a shorter period shall be satisfactory to the Trustee) notify 

the Trustee of such Capital Exchange Date and of the principal amount of Debt 

Securities of such series to be exchanged and the particular Debt Securities to be 

exchanged shall be selected not more than 135 days prior to the related Capital 

Exchange Date by the Trustee, from the Outstanding Debt Securities of such 

series not previously exchanged, by such method as the Trustee shall deem fair 

and appropriate and which may provide for the selection for exchange of portions 

(equal to the minimum authorized denomination for Debt Securities of such 

series or any integral multiple thereof) of the principal amount of Registered or 

Bearer Securities of such series of a denomination larger than the minimum 

authorized denomination for Debt Securities of such series.

In any case where Debt Securities of such series are registered in the same name, 

the Trustee in its discretion may treat the aggregate principal amount so 

registered as if it were represented by one Debt Security of such series.

(2) The Trustee shall promptly notify the Company in writing of the Debt Securities 

selected for exchange and, in the case of any Debt Securities selected for partial 

exchange, the principal amount thereof to be exchanged.
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(3) For all purposes of this Indenture, unless the context otherwise requires, all 

provisions relating to the exchange of Debt Securities shall relate, in the case of 

any Debt Securities exchanged or to be exchanged only in part, to the portion of 

the principal amount of such Debt Security which has been or is to be exchanged.

Section 14.05 Rights and Duties of Holders of Debt Securities to be Exchanged for Capital 

Securities.

(a) Subject to Section 5.03, and without prejudice to the rights pursuant to 

Section 14.13 of Holders of Debt Securities of any series to be exchanged, no Holder of Debt Securities 

of such series shall be entitled to receive any cash from the Company on any Capital Exchange Date or at 

the Stated Maturity of any Debt Security of such series except from the proceeds of the sale of such 

Holder’s Capital Securities in the related Secondary Offering and except as provided herein with respect 

to fractional Capital Securities, amounts equal to expenses of the sale in the related Secondary Offering of 

such Capital Securities, accrued and unpaid interest and acceleration upon an Event of Default. In the 

event that the Company does not effect such Secondary Offering, such Holder will receive Capital 

Securities with a Market Value equal to the principal amount of Debt Securities of such series owned by 

such Holder which are subject to such exchange and not cash other than in lieu of any fractional Capital 

Securities and for accrued and unpaid interest, without prejudice to such Holder’s rights pursuant to 

Section 14.13.

(b) Each Holder for whom Capital Securities are being offered in the Secondary 

Offering shall be deemed to have appointed the Company its attorney-in-fact to execute any and all 

documents and agreements the Company deems necessary or appropriate to effect such Secondary 

Offering.

(c) Unless advised to the contrary in writing within 30 days following the date of the 

notice described in Section 14.04(a) by any Holder for whom Capital Securities are being offered in the 

Secondary Offering, the Company shall assume for the purposes of any Secondary Offering that the 

Capital Securities are to be offered for the account of such Holder, that such Holder has not held any 

position, office or other material relationship with the Company within three years preceding the 

Secondary Offering, that such Holder owns no other Capital Securities, and that after completion of the 

Secondary Offering such Holder will own less than one percent of the class of such Capital Securities.

(d) Each Holder for whom Capital Securities are being offered in the Secondary 

Offering agrees to indemnify and hold harmless the Company, any other Holder, and any underwriter, 

agent or other similar person from and against any and all losses, claims, damages and liabilities resulting 

from or based upon any untrue statement or alleged untrue statement of any material fact contained in any 

notice of exchange, any offering memorandum or selling document or registration statement relating to 

the Secondary Offering, any preliminary prospectus or prospectus contained therein, or any amendment 

thereof or supplement thereto, or resulting from or based upon the omission or alleged omission to state 

therein a material fact required to be stated therein or necessary to make the statements therein not 

misleading, which untrue statement, alleged untrue statement, omission or alleged omission is made 

therein (i) in reliance upon and in conformity with any written information furnished to the Company by 

or on behalf of any such Holder specifically for use in connection with the preparation thereof or (ii) 

because of such Holder’s failure to advise the Company in writing that any of the assumptions described 

in Section 14.04(a)(7)(A) and Subsection (c) of this Section is incorrect.

(e) In order for any Holder who has duly returned a Capital Security Election Form 

to receive Capital Securities on any Capital Exchange Date for any Debt Security of any series, (1) the 

Holder of any Registered Security to be exchanged shall surrender such Debt Security (with, if the 
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Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form 

satisfactory to the Company and the Trustee duly executed by, the Holder of any Registered Security or 

his attorney duly authorized in writing) to the Capital Exchange Agent on the Capital Exchange Date, and 

(2) the Holder of any Bearer Security to be exchanged shall surrender such Debt Security and all 

unmatured coupons and all matured coupons in default with the Capital Security Election Form at a Place 

of Capital Exchange outside the United States designated pursuant to Section 14.04(a)(8) except as 

otherwise provided in Section 10.02. If the Holder of a Bearer Security is unable to produce any such 

Debt Security or coupons, the surrender of such Debt Security or coupons may be waived by the 

Company and the Trustee, if there be furnished to them such security or indemnity as they may require to 

save each of them and any Capital Exchange Agent harmless in respect of such Debt Security or coupons. 

Except as provided in Section 3.07, no payment or adjustment shall be made upon any exchange on 

account of any interest accrued on any Debt Securities surrendered for exchange or on account of any 

dividends or interest on the Capital Securities issued upon exchange.

(f) Debt Securities of any series to be exchanged shall be deemed to have been 

exchanged on the Capital Exchange Date therefor in accordance with the foregoing provisions, and at 

such time the rights of the Holders of such Debt Securities as Holders shall cease (subject to the 

provisions of Section 3.07 and without prejudice to the rights of Holders of Debt Securities of such series 

pursuant to Section 14.13), and the Person or Persons entitled to receive the Capital Securities issuable 

upon such exchange shall be treated for all purposes as the record holder or holders of such Capital 

Securities at such time.

Section 14.06 Election to Exchange.

The election of the Company to exchange Capital Securities for Debt Securities pursuant to 

Section 14.03 shall be evidenced by a Board Resolution.

Section 14.07 Deposit of Capital Exchange Price.

On any Capital Exchange Date for Debt Securities of any series which may be exchanged, the 

Company shall deposit with the Trustee or with a Capital Exchange Agent in the Borough of Manhattan, 

The City of New York (or, if the Company is acting as Capital Exchange Agent, segregate and hold in 

trust as provided in Section 10.03) Capital Securities and an amount of money which together are 

sufficient to pay the Capital Exchange Price of, and (except if such Capital Exchange Date shall be an 

Interest Payment Date) accrued interest on, all the Debt Securities of such series or portions thereof which 

are to be exchanged on that date; provided, however, that deposits with respect to Bearer Securities shall 

be made with a Capital Exchange Agent or Capital Exchange Agents located outside the United States 

except as otherwise provided in Section 10.02, unless otherwise specified as contemplated by 

Section 3.01.

Section 14.08 Debt Securities Due on Capital Exchange Date; Debt Securities Exchanged in 

Part.

Notice of exchange having been given as aforesaid, the Debt Securities of any series so to be 

exchanged shall, on the Capital Exchange Date for such Debt Securities, become due and payable at the 

Capital Exchange Price therein specified, and from and after such date (unless the Company shall default 

in the payment of the Capital Exchange Price and accrued interest) Debt Securities of such series to be 

exchanged shall cease to bear interest and the coupons for such interest appertaining to any Bearer

Securities to be exchanged, except to the extent provided below, shall be void. Upon surrender of any 

Debt Security of such series for exchange in accordance with said notice, such Debt Security shall be paid 

by the Company at the Capital Exchange Price, together with accrued interest to the Capital Exchange 
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Date; provided, however, that if such Capital Exchange Date is an Interest Payment Date, the interest 

payable on such date shall be paid to the Holder of Debt Securities of such series according to the terms 

of the Debt Securities of such series and the provisions of Section 3.07; and provided further, that 

exchanges of Bearer Securities shall be made only and installments of interest on Bearer Securities whose 

Stated Maturity is on or prior to the Capital Exchange Date shall be payable only at an office or agency 

located outside the United States except as otherwise provided in Section 10.02 and, unless otherwise 

specified as contemplated by Section 3.01, only upon presentation and surrender of those Bearer 

Securities and coupons.

If any Bearer Security surrendered for exchange shall not be accompanied by all unmatured 

coupons and all matured coupons in default, such Bearer Security may be paid after deducting from the 

Capital Exchange Price an amount equal to the face amount of all missing coupons, or the surrender of 

such missing coupons may be waived by the Company and the Trustee if there be furnished to them such 

security or indemnity as they may require to save each of them and any Capital Exchange Agent 

harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or Capital 

Exchange Agent any such missing coupon in respect of which a deduction shall have been made from the 

Capital Exchange Price, such Holder shall be entitled to receive the amount so deducted without interest 

thereon; provided, however, that interest on Bearer Securities shall be payable only at an office or agency 

located outside of the United States except as otherwise provided in Section 10.02.

If any Debt Security of any series called for exchange shall not be so paid or exchanged upon 

surrender thereof for exchange, the principal shall, until paid, bear interest from such Capital Exchange 

Date at the rate or rates prescribed therefor in such Debt Security; provided, however, that in the case of 

Bearer Securities, any such principal and interest thereon shall be paid at an office or agency located 

outside the United States except as otherwise provided in Section 10.02.

Any Registered Security which is to be exchanged only in part shall be surrendered as provided 

herein (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of 

transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney 

duly authorized in writing) and the Company shall execute, the Trustee shall authenticate and there shall 

be delivered to the Holder of such Debt Security without service charge a new Registered Security or 

Securities of the same series, of any authorized denomination or denominations as requested by such 

Holder in aggregate principal amount equal to and in exchange for the unexchanged portion of principal 

of the Debt Security so surrendered.

Any Bearer Security which is to be exchanged only in part shall be surrendered as provided 

herein and the Company shall execute, the Trustee shall authenticate and there shall be delivered to the 

Holder of such Debt Security without service charge a new Registered Security or Securities or new 

Bearer Security or Securities (and all appurtenant unmatured coupons and coupons in default) or any 

combination thereof of the same series, of any surrendered denomination or denominations as requested 

by such Holder in aggregate principal amount equal to and in exchange for the unexchanged portion of 

principal of the Debt Security so surrendered; provided, however, the issuance of a Registered Security 

therefor shall be subject to applicable laws and regulations, including provisions of the United States 

federal income tax laws and regulations in effect at the time of the exchange; neither the Company, the 

Trustee nor the Security Registrar shall issue Registered Securities in exchange for Bearer Securities if it 

has received an Opinion of Counsel that as a result of such exchanges the Company would suffer adverse 

consequences under the United States Federal income tax laws then in effect and the Company has 

delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter 

unless and until the Company delivers to the Trustee a subsequent Company Order to the contrary. The 

Company shall deliver copies of such Company Orders to the Security Registrar.
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Section 14.09 Form of Capital Security Election Form.

The form of Capital Security Election Form shall be substantially as follows with such additions, 

deletions or changes thereto as may be approved by the Company:

CAPITAL SECURITY ELECTION FORM

To: [Insert Names and Addresses

of Capital Exchange Agents]

The undersigned Holder of [insert title of Debt Security] (“Debt Securities”) of Popular, Inc. 

hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of 

August 24, 2009, (“Indenture”), between Popular, Inc. and The Bank of New York Mellon, as Trustee, 

and referred to in the notice of exchange published or delivered to the undersigned with this Capital 

Security Election Form, Capital Securities of Popular, Inc. with a Market Value equal to the principal 

amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of 

Bearer Securities, delivered herewith together with all coupons appertaining thereto. Unless this Capital 

Security Election Form together with, in the case of Bearer Securities, such Bearer Securities and 

coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior 

to ______________________________, the Holder will be deemed to have elected to participate in the 

sale of the Holder’s Capital Securities in the Secondary Offering and will receive cash on the Capital 

Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned 

by the Holder. All terms used herein and not otherwise defined herein shall have the meanings specified 

in the Indenture.

Dated ______________________

_______________________________

Name of Holder

Section 14.10 Fractional Capital Securities.

No fractional Capital Securities shall be issued upon exchange for any Debt Securities. If more 

than one Debt Security of any series shall be surrendered for exchange at one time by the same Holder, 

the amount of all Capital Securities which shall be issuable upon exchange thereof shall be computed on 

the basis of the aggregate principal amount of Debt Securities of such series so surrendered. In lieu of 

issuing any fractional Capital Security, the Company shall pay a cash adjustment in respect of such 

fraction in an amount equal to the same fraction of the Market Value of the Capital Security.

Section 14.11 Company to Obtain Governmental and Regulatory Approvals.

The Company covenants that if any Capital Securities required to be exchanged for Debt 

Securities hereunder require registration with or approval of any governmental authority under any 

federal or state law, or any national securities exchange, before such Capital Securities may be issued, the 

Company will in good faith and as expeditiously as possible endeavor to cause such Capital Securities to 

be duly registered or approved, as the case may be; provided, however, that nothing in this Section shall 

be deemed to affect in any way the obligation of the Company to exchange Capital Securities for Debt 

Securities as provided in this Article.
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Section 14.12 Taxes on Exchange.

The Company will pay any and all transfer, stamp or similar taxes that may be payable in respect 

of the issue or delivery of Capital Securities in exchange for Debt Securities pursuant hereto.

Section 14.13 Covenants as to Capital Securities and Secondary Offering.

(a) The Company covenants that it will issue, or cause to be issued, Capital 

Securities of the type, in the amounts and at the times required by this Indenture.

(b) The Company covenants that all Capital Securities which may be issued in 

exchange for Debt Securities will upon issuance be duly and validly issued and, if applicable, fully paid 

and nonassessable.

(c) The Company unconditionally undertakes to sell Capital Securities in each 

Secondary Offering (and to bear all expenses of each Secondary Offering, including underwriting 

discounts and commissions) at the times and in the manner required by this Indenture unless all Holders 

have duly elected to receive Capital Securities on the related Capital Exchange Date.

(d) The Company agrees to indemnify and hold harmless in connection with any 

Secondary Offering any Holder for the account of whom Capital Securities are being offered and sold 

from and against any and all losses, claims, damages and liabilities resulting from or based upon any 

untrue statement or alleged untrue statement of any material fact contained in any notice of exchange, any 

offering memorandum or selling document or registration statement relating to the Secondary Offering, 

any preliminary prospectus or prospectus contained therein, or any amendment thereof or supplement 

thereto, or resulting from or based upon the omission or alleged omission to state therein a material fact 

required to be stated therein or necessary to make the statements therein not misleading, or resulting from 

the Company’s failure to comply with Section 14.11; provided, however, the Company will not be liable 

in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon 

any such untrue statement, alleged untrue statement, omission or alleged omission made therein (i) in 

reliance upon and in conformity with written information furnished to the Company by or on behalf of 

any such Holder specifically for use in connection with the preparation thereof or (ii) because of such 

Holder’s failure to advise the Company in writing that any of the assumptions described in 

Section 14.04(a)(7)(A) is incorrect. In connection with any Secondary Offering, the Company agrees to 

obtain appropriate indemnification of any Holder for the account of whom Capital Securities are being 

offered and sold in any Secondary Offering from any underwriter, agent or other similar person.

Section 14.14 Provision in Case of Consolidation, Merger or Transfer of Assets.

In case of any consolidation of the Company with, or merger of the Company into, any other 

corporation (other than a consolidation or merger in which the Company is the continuing corporation), or 

in case of any conveyance or transfer of the properties and assets of the Company substantially as an 

entirety, the corporation formed by such consideration or the corporation into which the Company shall 

have been merged or the corporation which shall have acquired such assets of the Company, as the case 

may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of 

each Debt Security then Outstanding shall have the right thereafter to receive securities of such successor 

on the Capital Exchange Date for such Debt Security with a Market Value equal to the principal amount 

of such Debt Security. The above provisions of this Section shall similarly apply to successive 

consolidations, mergers, conveyances or transfers.
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Section 14.15 Trustee Not Responsible.

The Trustee shall not at any time be under any duty or responsibility to any Holder of Debt 

Securities of any series to be exchanged to determine the Market Value of any Capital Securities 

delivered in exchange for Debt Securities of such series and may rely on and shall be given prior to any 

Capital Exchange Date for Debt Securities of such series an Officers’ Certificate of the Company as to the 

Market Value of the Capital Securities being exchanged for the Debt Securities of such series and the 

amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of 

such series or the minimum denomination of such series, if larger, and that such Capital Securities qualify 

as Capital Securities under the definition thereof contained herein. The Trustee shall not be accountable 

with respect to the validity or value (or the kind or amount) of any Capital Securities which may at any 

time be issued or delivered in exchange for any Debt Security; and the Trustee does not make any 

representation with respect thereto. The Trustee shall not be responsible for any failure of the Company to 

issue, transfer or deliver any Capital Securities or Capital Security certificates or other securities or 

property upon the surrender of any Debt Security for the purpose of exchange or to comply with any of 

the covenants of the Company contained in this Article.

Section 14.16 Revocation of Obligation to Exchange Capital Securities for Debt Securities.

The Company’s obligations to exchange Capital Securities for Debt Securities of any series as 

provided in Section 14.02 is absolute and unconditional; provided, however, that such obligation may be 

revoked at the option of the Company at any time on not less than 60 days’ prior notice given in the 

manner provided in Section 1.06 to the Holders of Debt Securities of such series, the Trustee and the 

Capital Exchange Agent, if the Company shall determine that under regulations then in effect of the 

Company’s Primary Federal Regulator either the Debt Securities are no longer includable as capital or it 

is no longer necessary for the Company to be obligated to exchange Capital Securities for Debt Securities 

in order for the Debt Securities to maintain the same capital treatment as they are then receiving under the 

regulations or if approval of the Primary Federal Regulator is obtained for such revocation.

In the event such obligation is revoked

(a) the Company will pay the Debt Securities of such series in cash at 100% of the 

principal amount thereof on the Stated Maturity thereof, and

(b) the Company may, at any time on or after a date selected by the Company, on not 

less than 60 days’ prior notice given in the manner provided in Section 1.06 to the Holders of Debt 

Securities of such series and the Trustee, redeem the Debt Securities of such series, in whole or in part, 

for cash at 100% of the principal amount thereof, plus accrued interest to the Redemption Date. 

Section 14.17 Optional Securities Funds.

(a) (1) With respect to Debt Securities of any series for which an Officers’ 

Certificate or supplemental indenture pursuant to Section 3.01 provides that the 

Debt Securities of such series are exchangeable for Capital Securities, the 

Company may elect to establish a fund (referred to herein as the “Optional

Securities Funds”) to which funds may at any time be designated by the 

Company as provided in Section 15.02 as if such Optional Securities Funds were 

Securities Funds (as defined in Article XV) to be used to pay the principal of the 

Debt Securities of such series.
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(2) Notwithstanding any provisions to the contrary contained in this Indenture or in 

the Debt Securities of any series, neither funds designated as Optional Securities 

Funds nor any other property from time to time held as Optional Securities Funds 

shall be deemed to be for any purpose property of the Holders or trust funds for 

the benefit of the Holders, and the Optional Securities Funds shall not constitute 

security for the payment of the Debt Securities.

(b) In lieu of, or in addition to, any exchange of Capital Securities for Debt 

Securities of any series which may be made in accordance with the provisions of Sections 14.02 and 

14.03, the Company may elect to redeem the Debt Securities of such series in accordance with the 

provisions of Section 11.06 and the terms of the Debt Securities of each series, in whole or in part, by 

paying the principal of such Debt Securities with funds designated as Optional Securities Funds at a price 

equal to the percentage of the principal amount established in the terms of the Debt Securities of such 

series on the Redemption Date of the Debt Securities to be so redeemed, and (except if such Redemption 

Date shall be an Interest Payment Date) by paying accrued interest on such Debt Securities. If such 

Redemption Date is an Interest Payment Date, the interest payable on such date shall be paid to the 

Holder of Debt Securities of such series according to the terms of the Debt Securities of such series and 

the provisions of Section 3.07.

(c) The Company shall give notice of such proposed redemption in the manner 

provided in Section 106 to the Holders of the Debt Securities of such series within the time prescribed for 

the giving of the initial notice in Section 14.02 or 14.03, depending upon the Redemption Date selected 

by the Company. Such notice shall state the Redemption Date and the place or places where the Debt 

Securities of the series to be paid are to be surrendered for payment; provided, however, if such 

redemption is of less than all of the Debt Securities of such series and is to be made on a Capital 

Exchange Date specified in accordance with Section 14.02 or 14.03, then such notice may be incorporated 

into any initial notice of such Capital Exchange Date and provided that no notice of any redemption may 

be given unless there are sufficient Optional Securities Funds to pay the principal amount of the Debt 

Securities to be redeemed.

(d) If less than all the Debt Securities of any series are to be so redeemed, then 

Sections 1404(c) and 1408 shall apply to the redemption in the same manner as if such Debt Securities 

were to be exchanged for Capital Securities.

(e) Funds designated as Optional Securities Funds shall be released from such 

designation under the circumstances described in Section 15.03.

ARTICLE XV

SECURITIES FUNDS

Section 15.01 Creation of Securities Funds.

A fund (the “Securities Funds”) will be established when specified in an Officers’ Certificate or 

supplemental indenture pursuant to Section 3.01 for the Debt Securities of any series pursuant to which 

funds may be designated by the Company as provided in Section 15.02, to be used to pay the principal of 

the Debt Securities of that series.

Notwithstanding any provision to the contrary contained in this Indenture or in the Debt 

Securities of any series, neither funds designated as Securities Funds nor any other property from time to 

time held as Securities Funds shall be deemed to be for any purpose property of the Holders or trust funds 
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for the benefit of the Holders, and the Securities Funds shall not constitute security for the payment of the 

Debt Securities.

Section 15.02 Designations of Securities Funds.

The Securities Funds will consist of amounts equal to (i) the net proceeds of the sale of Capital 

Securities for cash from time to time after the date of initial issuance of the Debt Securities of any series 

for which funds may be designated by the Company as provided in this Section, and (ii) the market value, 

as determined by the Company, of Capital Securities sold from time to time after the date of initial 

issuance of the Debt Securities of such series in exchange for other property, less the expenses to effect 

any such exchanges, and (iii) other funds which the regulations of the Primary Federal Regulator then 

permit for the payment of principal of “mandatory convertible securities (equity commitment notes)” as 

defined in such regulations; provided that (x) the Company has designated such amounts as Securities 

Funds on its books and records in the manner required by the Primary Federal Regulator, and (y) there 

shall be deducted from the Securities Funds an amount equal to the amount of any funds used to redeem 

or repay the Debt Securities of such series for which Securities Funds are required to be designated or any 

similar securities.

Section 15.03 Covenant of the Company to Obtain Securities Funds.

Notwithstanding anything else contained herein, the Company hereby covenants and agrees that 

with regard to the Debt Securities of any series which by its terms requires the designation of Securities 

Funds (i) by the Interest Payment Date which occurs on or next preceding the date when one-third of the 

period from the date of issuance of the Debt Securities of such series to their Stated Maturity has elapsed, 

it will have obtained Securities Funds in an amount that will equal at least one-third of the original 

aggregate principal amount of the Debt Securities of such series (or such lesser amount as the Primary 

Federal Regulator may permit from time to time) and will have prepared and delivered to the Trustee an 

Officers’ Certificate to the foregoing effect, (ii) by the Interest Payment Date which occurs on or next 

preceding the date when two-thirds of the period from the date of issuance of the Debt Securities of such 

series to their Stated Maturity has elapsed, it will have obtained Securities Funds in an amount that will

equal at least two-thirds of the original aggregate principal amount of the Debt Securities of such series 

(or such lesser amount as the Primary Federal Regulator may permit from time to time) and will have 

prepared and delivered to the Trustee an Officers’ Certificate to the foregoing effect, and (iii) by 60 days 

prior to the Stated Maturity of the Debt Securities of such series, it will have obtained Securities Funds in 

an amount that will equal not less than the original aggregate principal amount of the Debt Securities of 

such series (or such lesser amount as the Primary Federal Regulator may permit from time to time) and 

will have prepared and delivered to the Trustee an Officers’ Certificate to the foregoing effect; provided, 

however, that such covenant and agreement of the Company shall be cancelled and amounts theretofore 

designated as Securities Funds will be released from such designation in the event and to the extent that 

the Company shall determine that under the regulations of the Company’s Primary Federal Regulator 

either the Debt Securities are no longer includable as capital or it is no longer necessary for the Company 

to be obligated to pay the principal of the Debt Securities out of Securities Funds in order for the Debt 

Securities to maintain the same capital treatment as they are then receiving under such regulations, in the 

event and to the extent that approval of the Primary Federal Regulator is obtained for such cancellation 

and release or in the event and to the extent that the Company shall have exchanged or redeemed such 

Debt Securities pursuant to the terms of such Debt Securities of such series from a source other than 

amounts designated as Securities Funds.
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ARTICLE XVI

MEETINGS OF HOLDERS OF DEBT SECURITIES

Section 16.01 Purposes for Which Meetings May Be Called.

If Debt Securities of a series are issuable in whole or in part as Bearer Securities, a meeting of 

Holders of Debt Securities of such series may be called at any time and from time to time pursuant to this 

Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or 

other Act provided by this Indenture to be made, given or taken by Holders of Debt Securities of such 

series.

Section 16.02 Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders of Debt Securities of any 

series issuable as Bearer Securities for any purpose specified in Section 16.01, to be held at such time and 

at such place in the Borough of Manhattan, The City of New York, or in San Juan, Puerto Rico, as the 

Trustee shall determine. Notice of every meeting of Holders of Debt Securities of any series, setting forth 

the time and the place of such meeting and in general terms the action proposed to be taken at such 

meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more than 180 days 

prior to the date fixed for the meeting.

(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders 

of at least 10% in principal amount of the Outstanding Debt Securities of any series shall have requested 

the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose specified in 

Section 16.01, by written request setting forth in reasonable detail the action proposed to be taken at the 

meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 

days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as 

provided herein, then the Company or the Holders of Debt Securities of such series in the amount above 

specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The 

City of New York, or in San Juan, Puerto Rico, for such meeting and may call such meeting for such 

purposes by giving notice thereof as provided in subsection (a) of this Section.

Section 16.03 Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person shall be 

(1) a Holder of one or more Outstanding Debt Securities of such series, or (2) a Person appointed by an 

instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of 

such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at 

any meeting of Holders of Debt Securities of any series shall be the Persons entitled to vote at such 

meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of 

the Company and its counsel.

Section 16.04 Quorum; Action.

The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of 

a series shall constitute a quorum for a meeting of Holders of Debt Securities of such series. In the 

absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if 

convened at the request of Holders of Debt Securities of such series, be dissolved. In the absence of a 

quorum in any other case the meeting may be adjourned for a period of not less than 10 days as 

determined by the chairperson of the meeting prior to the adjournment of such meeting. In the absence of 
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a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period 

of not less than 10 days as determined by the chairperson of the meeting prior to the adjournment of such 

adjourned meeting. Notice of this reconvening of any adjourned meeting shall be given as provided in 

Section 16.02(a), except that such notice need be given only once not less than five days prior to the date 

on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting 

shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Debt 

Securities of such series which shall constitute a quorum.

Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or 

adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the 

affirmative vote of the Holders of majority in principal amount of the Outstanding Debt Securities of that 

series, provided however, that, except as limited by the proviso to Section 9.02, any resolution with 

respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this 

Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, 

which is less than a majority, in principal amount of the Outstanding Debt Securities of a series may be 

adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as 

aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the 

Outstanding Debt Securities of that series.

Any resolution passed or decision taken at any meeting of Holders of Debt Securities of any 

series duly held in accordance with this Section shall be binding on all the Holders of Debt Securities of 

such series and the related coupons, whether or not present or represented at the meeting.

Section 16.05 Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make 

such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities of 

such series in regard to proof of the holding of Debt Securities of such series and of the appointment of 

proxies and in regard to the appointment and duties of inspectors of votes, the submission and 

examination of proxies, certificates and other evidence of the right to vote, and such other matters 

concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or 

required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in 

Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or, 

in the case of Bearer Securities, by having the signature of the person executing the proxy witnessed or 

guaranteed by any trust company, bank or banker authorized by Section 1.04 to certify to the holding of 

Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on 

their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson 

of the meeting, unless the meeting shall have been called by the Company or by Holders of Debt 

Securities as provided in Section 16.02(b), in which case the Company or the Holders of Debt Securities 

of the series calling the meeting, as the case may be, shall in like manner appoint a temporary 

chairperson. A permanent chairperson and a permanent secretary of the meeting shall be elected by vote 

of the Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such 

series represented at the meeting.

(c) At any meeting each Holder of a Debt Security of such series or proxy shall be 

entitled to one vote for each $1,000 principal amount (or the equivalent in Euro, any other composite 

currency or a Foreign Currency) of Debt Securities of such series held or represented by him; provided, 

however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged 
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as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding. The chairperson of 

the meeting shall have no right to vote, except as a Holder of a Debt Security of such series or proxy.

(d) Any meeting of Holders of Debt Securities of any series duly called pursuant to 

Section 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to 

vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the 

meeting; and the meeting may be held as so adjourned without further notice.

Section 16.06 Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of Debt Securities of any 

series shall be by written ballots on which shall be subscribed the signatures of the Holders of Debt 

Securities of such series or of their representatives by proxy and the principal amounts and serial numbers 

of the Outstanding Debt Securities of such series held or represented by them. The permanent chairperson 

of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or 

against any resolution and who shall make and file with the secretary of the meeting their verified written 

reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of 

each meeting of Holders of Debt Securities of any series shall be prepared by the secretary of the meeting 

and there shall be attached to said record the original reports of the inspectors of votes on any vote by 

ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a 

copy of the notice of the meeting and showing that said notice was given as provided in Section 16.02 

and, if applicable, Section 16.01. Each copy shall be signed and verified by the affidavits of the 

permanent chairperson and secretary of the meeting and one such copy shall be delivered to the 

Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the 

ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters 

therein stated.

ARTICLE XVII

DEFEASANCE

Section 17.01 Termination of Company’s Obligations.

If this Section 17.01 is specified, as contemplated by Section 3.01, to be applicable to any series 

of Debt Securities and if the Company deposits irrevocably in trust with the Trustee money and/or, to the 

extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the 

payments of principal and interest on which when due (and without reinvestment and providing no tax 

liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in 

such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without 

investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of 

(and premium, if any) or interest (including any Additional Interest) when due on the Debt Securities of 

such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or 

analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the 

Company’s obligations under any covenant determined pursuant to Section 301 to be subject to this 

Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; 

provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under 

Section 5.01(6) or Section 5.01(7) or event that with notice or lapse of time or both would constitute such 

an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in 

a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the 

Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its 

obligations under the Debt Securities of such series and this Indenture to pay when due the principal of 
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(and premium, if any) and interest (including any Additional Interest) and additional amounts on such 

Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or 

payment is not provided for) when due from the money and Eligible Instruments (and the proceeds 

thereof) so deposited.

It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the 

Company’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of 

any series under any covenant determined pursuant to Section 301 to be subject to this Section that the 

Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders of Debt Securities 

of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal 

income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) 

will be subject to tax in the same amount, manner and timing as if such deposit and termination had not 

occurred, (ii) an Officers’ Certificate to the effect that under the laws in effect on the date such money 

and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after 

payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal 

(and premium, if any) and interest (including any Additional Interest) when due on the Debt Securities of 

such series and any coupons appertaining thereto; and (iii) an Officers’ Certificate and an Opinion of 

Counsel, each stating that all conditions precedent herein provided for relating to the defeasance 

contemplated in this Section have been complied with.

It shall be an additional condition to the deposit of cash and/or Eligible Instruments and the 

termination of the Company’s obligations pursuant to the provisions of this Section under any covenant 

determined pursuant to Section 3.01 to be subject to this Section, with respect to the Debt Securities of 

any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel 

that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result 

of such deposit and termination.

After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in 

writing the discharge of the Company’s obligations pursuant to the provisions of this Section with respect 

to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject 

to this Section.

Section 17.02 Repayment to Company.

The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request 

any money or Eligible Instruments not required for the payment of the principal of (and premium, if any) 

and interest (including any Additional Interest) on the Debt Securities of any series and any related 

coupons for which money or Eligible Instruments have been deposited pursuant to Section 17.01 held by 

them at any time.

The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request 

any money held by them for the payment of principal (and premium, if any) and interest (including any 

Additional Interest) that remains unclaimed for two years after the Maturity of the Debt Securities for 

which a deposit has been made pursuant to Section 17.01. After such payment to the Company, the 

Holders of the Debt Securities of such series and any related coupons shall thereafter, as unsecured 

general creditors, look only to the Company for the payment thereof.
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Section 17.03 Indemnity for Eligible Instruments.

The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge 

imposed on or assessed against the deposited Eligible Instruments or the principal or interest received on 

such Eligible Instruments.

ARTICLE XVIII

SUBORDINATION OF DEBT SECURITIES

Section 18.01 Debt Securities Subordinate to Senior Debt.

The Company covenants and agrees that anything in this Indenture or the Debt Securities of any 

series to the contrary notwithstanding, the indebtedness evidenced by the Debt Securities of each series 

and any coupons appurtenant thereto is subordinate and junior in right of payment to all Senior Debt to 

the extent provided herein and shall be pari passu with all Trust Related Securities, and each Holder of 

Debt Securities of each series and coupons appurtenant thereto, by such Holder’s acceptance thereof, 

likewise covenants and agrees to the subordination herein provided and shall be bound by the provisions 

hereof. Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination 

provisions irrespective of any amendment, modification or waiver of any term of the Senior Debt or 

extension or renewal of the Senior Debt.

In the event of

(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, 

readjustment, composition or other similar proceeding relating to the Company, its 

creditors or its property,

(b) any proceeding for the liquidation, dissolution or other winding up of the 

Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy 

proceedings,

(c) any assignment by the Company for the benefit of creditors, or

(d) any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement of any such 

proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or 

other property, shall be made to any Holder of any of the Debt Securities or coupons appurtenant thereto 

on account thereof. Any payment or distribution, whether in cash, securities or other property (other than 

securities of the Company or any other corporation provided for by a plan of reorganization or 

readjustment the payment of which is subordinate, at least to the extent provided in these subordination 

provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior 

Debt at the time outstanding and to any securities issued in respect thereof under any such plan of 

reorganization or readjustment), which would otherwise (but for these subordination provisions) be 

payable or deliverable in respect of the Debt Securities of any series or coupons appurtenant thereto shall 

be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing 

among such holders until all Senior Debt (including any interest thereon accruing after the 

commencement of any such proceedings) shall have been paid in full. In the event of any such 

proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Debt 

Securities and coupons appurtenant thereto, together with the holders of any obligations of the Company 
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ranking on a parity with the Debt Securities, shall be entitled to be paid from the remaining assets of the 

Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) 

and interest on the Debt Securities and such other obligations before any payment or other distribution, 

whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations 

of the Company ranking junior to the Debt Securities and such other obligations.

In the event that, notwithstanding the foregoing, any payment or distribution of any character or 

any security, whether in cash, securities or other property (other than securities of the Company or any 

other corporation provided for by a plan of reorganization or readjustment the payment of which is 

subordinate, at least to the extent provided in these subordination provisions with respect to the 

indebtedness evidenced by the Debt Securities, to the payment of all Senior Debt at the time outstanding 

and to any securities issued in respect thereof under any such plan or reorganization or readjustment), 

shall be received by the Trustee or any Holder in contravention of any of the terms hereof such payment 

or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered 

and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities 

then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to 

the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Trustee or any 

Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is 

hereby irrevocably authorized to endorse or assign the same.

No present or future holder of any Senior Debt shall be prejudiced in the right to enforce 

subordination of the indebtedness evidenced by the Debt Securities by any act or failure to act on the part 

of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Debt 

Securities of each series, the obligation of the Company to pay to such Holders the principal of (and 

premium, if any) and interest (including any Additional Interest) on such Debt Securities and coupons 

appurtenant thereto or prevent the Trustee or the Holder (or to the extent expressly provided herein, the 

holder of any Capital Trust Securities) from exercising all rights, powers and remedies otherwise 

permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject to the 

rights of the holders of the Senior Debt to receive cash, securities or other property otherwise payable or 

deliverable to the Holders.

Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have 

received cash, securities or other property equal to the amount of such Senior Debt then outstanding. 

Upon the payment in full of all Senior Debt, the Holders of Debt Securities of each series and coupons 

appurtenant thereto, if any, shall be subrogated to all rights of any holders of Senior Debt to receive any 

further payments or distributions applicable to the Senior Debt until the indebtedness evidenced by the 

Debt Securities of such series and coupons appertaining thereto, if any, shall have been paid in full, and 

such payments or distributions received by such Holders, by reason of such subrogation, of cash, 

securities or other property which otherwise would be paid or distributed to the holders of Senior Debt 

shall, as between the Company and its creditors other than the holders of Senior Debt, on the one hand, 

and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior 

Debt, and not on account of the Debt Securities of such series.

The Trustee and Holders will take such action (including, without limitation, the delivery of this 

Indenture to an agent for the holders of Senior Debt or consent to the filing of a financing statement with 

respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal 

amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness 

of the subordination effected by these provisions.
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The provisions of this Section 18.01 shall not impair any rights, interests, remedies or powers of 

any secured creditor of the Company in respect of any security interest the creation of which is not 

prohibited by the provisions of this Indenture.

Section 18.02 Trustee and Holders of Debt Securities May Rely on Certificate of Liquidating 

Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; 

Trustee Not Fiduciary to Holders of Senior Debt.

Upon any payment or distribution of assets of the Company referred to in this Article XVIII, the 

Trustee and the Holders shall be entitled to rely upon an order or decree made by any court of competent 

jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement 

proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the 

benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the 

Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders 

of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the 

amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVIII. 

In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be 

entitled to rely upon a written notice by a Person representing himself or herself to be a holder of Senior 

Debt (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of 

such Senior Debt (or is such a trustee or representative). In the event that the Trustee determines, in good 

faith, that further evidence is required with respect to the right of any Person as a holder of Senior Debt to 

participate in any payments or distributions pursuant to this Article XVIII, the Trustee may request such 

person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 

held by such Person, as to the extent to which such Person is entitled to participate in such payment or 

distribution, and as to other facts pertinent to the rights of such Person under this Article XVIII, and if 

such evidence is not furnished, the Trustee may offer any payment to such Person pending judicial 

determination as to the right of such Person to receive payment. The Trustee, however, shall not be 

deemed to owe any fiduciary duty to the holders of Senior Debt. 

Section 18.03 Payment Permitted If No Default. 

Nothing contained in this Article XVIII or elsewhere in this Indenture, or in any of the Debt 

Securities, shall prevent (a) the Company at any time, except during the pendency of any dissolution, 

winding up, liquidation or reorganization proceedings referred to in Section 18.01, from making payments 

of the principal of (or premium, if any) or interest (including any Additional Interest) on the Debt 

Securities or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it 

hereunder to payments of the principal of or interest (including any Additional Interest) on the Debt 

Securities, if, at the time of such deposit, the Trustee or such Paying Agent, as the case may be, did not 

have the written notice provided for in Section 18.04 of any event prohibiting the making of such deposit, 

or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any Paying 

Agent (other than the Company) such payment would not have been prohibited by the provisions of this 

Article, and the Trustee or any Paying Agent shall not be affected by any notice to the contrary received 

by it on or after such date. 

Section 18.04 Trustee Not Charged with Knowledge of Prohibition. 

Anything in this Article XVIII or elsewhere in this Indenture contained to the contrary 

notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts 

which would prohibit the making of any payment of money to or by the Trustee and shall be entitled 

conclusively to assume that no such facts exist and that no event specified in Section 18.01 has happened, 

until the Trustee shall have received an Officers’ Certificate to that effect or notice in writing to that effect 
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signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who shall have 

been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be 

such holder or holders or representatives or from any trustee under any indenture pursuant to which such 

Senior Debt shall be outstanding. The Company shall give prompt written notice to the Trustee and to the 

Paying Agent of any facts which would prohibit the payment of money to or by the Trustee or any Paying 

Agent.

Section 18.05 Trustee to Effectuate Subordination.

Each Holder of Debt Securities or coupons by such Holder’s acceptance thereof authorizes and 

directs the Trustee in such Holder’s behalf to take such action as may be necessary or appropriate to 

effectuate the subordination as between such Holder and holders of Senior Debt as provided in this 

Article and appoints the Trustee its attorney-in-fact for any and all such purposes.

Section 18.06 Rights of Trustee as Holder of Senior Debt.

The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior 

Debt which may at the time be held by it, to the same extent as any other holder of Senior Debt; provided

that nothing in this Article shall deprive the Trustee of any rights as such holder and provided further that 

nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to 

Section 6.07.

Section 18.07 Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the 

Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case 

(unless the context shall otherwise require) be construed as extending to and including such Paying Agent 

within its meaning as fully for all intents and purposes as if the Paying Agent were named in this 

Article in addition to or in place of the Trustee, provided, however, that Sections 18.04 and 18.06 shall 

not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as 

Paying Agent.

Section 18.08 Subordination Rights Not Impaired by Acts or Omissions of the Company or 

Holders of Senior Debt.

No right of any present or future holders of any Senior Debt to enforce subordination as herein 

provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of 

the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance 

by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge 

thereof which any such holder may have or be otherwise charged with. The holders of Senior Debt may, 

at any time or from time to time and in their absolute discretion, change the manner, place or terms of 

payment, change or extend the time of payment of, or renew or alter, any such Senior Debt, or amend or 

supplement any instrument pursuant to which any such Senior Debt is issued or by which it may be 

secured, or release any security therefor, or exercise or refrain from exercising any other of their rights 

under the Senior Debt including, without limitation, the waiver of default thereunder, all without notice to 

or assent from the Holders of the Debt Securities or the Trustee and without affecting the obligations of 

the Company, the Trustee or the Holders of the Debt Securities under this Article.
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ARTICLE XIX

CONVERSION OF CONVERTIBLE SECURITIES

Section 19.01 Applicability of Article.

If an Officers’ Certificate or supplemental indenture pursuant to Section 3.01 provides that the 

Debt Securities of a series shall be Convertible Securities, Debt Securities of such series shall be 

convertible in accordance with their terms and (except as otherwise specified in such Officers’ Certificate 

or supplemental indenture) in accordance with this Article.

Section 19.02 Right to Convert.

Subject to and upon compliance with the provisions of this Article, the Holder of any Convertible 

Security shall have the right, at such Holder’s option, at any time prior to the close of business on the date 

set forth in the Officers’ Certificate delivered pursuant to Section 3.01 hereof (or if such Convertible 

Security is called for redemption or submitted for repayment, then in respect of such Convertible Security 

to and including but not after the close of business on the Redemption or Repayment Date, as the case 

may be, unless the Company shall default in the payment due) to convert the principal amount of any 

such Convertible Security, or, in the case of any Convertible Security of a denomination greater than 

$1,000, any portion of such principal which is $1,000 or an integral multiple thereof, into that number of 

fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained 

by dividing the principal amount of the Convertible Security or portion thereof surrendered for conversion 

by the Conversion Price, by surrender of the Convertible Security so to be converted in whole or in part in 

the manner provided in Section 19.03. Such conversion shall be effected by the Company.

Section 19.03 Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No 

Adjustment for Interest or Dividends.

In order to exercise the conversion privilege, the Holder of any Convertible Security to be 

converted in whole or in part shall surrender such Convertible Security at an office or agency maintained 

by the Company pursuant to Section 10.02, accompanied by the funds, if any, required by the last 

paragraph of this Section, together with written notice of conversion, in the form provided on the 

Convertible Securities, that the Holder elects to convert such Convertible Security or the portion thereof 

specified in said notice. Such notice shall also state the name or names (with address) in which the 

certificate or certificates for shares of Common Stock which shall be deliverable on such conversion shall 

be registered, and shall be accompanied by transfer taxes, if required pursuant to Section 19.08. Each 

Convertible Security surrendered for conversion shall, unless the shares deliverable on conversion are to 

be registered in the same name as the registration of such Convertible Security, be duly endorsed by, or 

accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder 

or such Holder’s duly authorized attorney.

As promptly as practicable after the surrender of such Convertible Security and the receipt of 

such notice and funds, if any, as aforesaid, the Company shall deliver at such office or agency to such 

Holder, or on such Holder’s written order, a certificate or certificates for the number of full shares 

deliverable upon the conversion of such Convertible Security or portion thereof in accordance with the 

provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of 

Common Stock arising upon such conversion as provided in Section 19.04. In case any Convertible 

Security of a denomination greater than $1,000 shall be surrendered for partial conversion and subject to 

Section 3.02, the Company shall execute and the Trustee shall authenticate and deliver to or upon the 

written order of the Holder of the Convertible Security so surrendered, without charge to such Holder, a 
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new Convertible Security or Convertible Securities in authorized denominations in an aggregate principal 

amount equal to the unconverted portion of the surrendered Convertible Security.

Each conversion shall be deemed to have been effected on the date on which such Convertible 

Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of 

this Section) and such notice shall have been received by the Company, as aforesaid, and the person in 

whose name any certificate or certificates for shares of Common Stock shall be registrable upon such 

conversion shall be deemed to have become on said date the holder of record of the shares represented 

thereby; provided however, that any such surrender on any date when the stock transfer books of the 

Company shall be closed shall constitute the person in whose name the certificates are to be registered as 

the record holder thereof for all purposes on the next succeeding day on which stock transfer books are 

open, but such conversion shall be at the Conversion Price in effect on the date upon which such 

Convertible Security shall have been surrendered.

Any Convertible Security or portion thereof surrendered for conversion during the period from 

the close of business on the Regular Record Date for any Interest Payment Date to the opening of 

business on such Interest Payment Date shall (unless such Convertible Security or portion thereof being 

converted shall have been called for redemption or submitted for repayment on a date in such period) be 

accompanied by payment, in legal tender or other funds acceptable to the Company, of an amount equal 

to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; 

provided, however, that no such payment need be made if there shall exist at the time of conversion a 

default in the payment of interest on the Convertible Securities. An amount equal to such payment shall 

be paid by the Company on such Interest Payment Date to the Holder of such Convertible Security on 

such Regular Record Date, provided, however, that if the Company shall default in the payment of 

interest on such Interest Payment Date, such amount shall be paid to the person who made such required 

payment. Except as provided above in this Section, no adjustment shall be made for interest accrued on 

any Convertible Security converted or for dividends on any shares issued upon the conversion of such 

Convertible Security as provided in this Article.

Section 19.04 Cash Payments in Lieu of Fractional Shares.

No fractional shares of Common Stock or scrip representing fractional shares shall be delivered 

upon conversion of Convertible Securities. If more than one Convertible Security shall be surrendered for 

conversion at one time by the same Holder, the number of full shares which shall be deliverable upon 

conversion shall be computed on the basis of the aggregate principal amount of the Convertible Securities 

(or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of 

stock would be deliverable upon the conversion of any Convertible Security or Convertible Securities, the 

Company shall make an adjustment therefor in cash at the current market value of such fractional share of 

stock. The market value of a share of Common Stock shall be the Closing Price on the Business Day 

immediately preceding the day on which the Convertible Securities (or specified portions thereof) are 

deemed to have been converted.

Section 19.05 Conversion Price.

The Conversion Price shall be as specified in the form of Convertible Security hereinabove set 

forth, subject to adjustment as provided in this Article.

Section 19.06 Adjustment to Conversion Price.

The Conversion Price shall be adjusted from time to time as follows:
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(a) In case the Company shall (i) pay a dividend or make a distribution on the 

Common Stock in shares of its capital stock (whether shares of Common Stock or of capital stock of any 

other class), (ii) subdivide or reclassify its outstanding Common Stock into a greater number of securities 

(including Common Stock), or (iii) combine or reclassify its outstanding Common Stock into a smaller 

number of securities (including Common Stock), the Conversion Price in effect immediately prior thereto 

shall be adjusted so that the Holder of any Convertible Security thereafter surrendered for conversion 

shall be entitled to receive the number of shares of capital stock of the Company which such Holder 

would have owned or have been entitled to receive after the happening of any of the events described 

above had such Convertible Security been converted immediately prior to the happening of such event. 

An adjustment made pursuant to this subsection (a) shall become effective immediately after the record 

date in the case of a dividend and shall become effective immediately after the effective date in the case 

of a subdivision or combination. If, as a result of an adjustment made pursuant to this subsection (a), the 

Holder of any Convertible Security thereafter surrendered for conversion shall become entitled to receive 

shares of two or more classes of capital stock of the Company, the Board of Directors of the Company 

(whose determination shall be conclusive and shall be described in a written statement filed with the 

Trustee and any conversion agent) shall determine the allocation of the adjusted Conversion Price 

between or among shares of such classes of capital stock.

In the event that at any time, as a result of an adjustment made pursuant to this subsection (a) of 

this Section 19.06, the Holder of any Convertible Security thereafter converted shall become entitled to 

receive any shares or other securities of the Company other than shares of Common Stock, thereafter the 

number of such other shares so received upon conversion of any Convertible Security shall be subject to 

adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the 

provisions with respect to the shares of Common Stock contained in this Section 19.06, and other 

provisions of this Article XIX with respect to the shares of Common Stock shall apply on like terms to 

any such other shares or other securities.

(b) In case the Company shall fix a record date for the issuance of rights or warrants 

to all holders of its Common Stock (or securities convertible into Common Stock) entitling them (for a 

period expiring within 45 days after such record date) to subscribe for or purchase Common Stock at a

price per share (or a conversion price per share) less than the current market price per share of Common 

Stock (as defined in subsection (d) below) at such record date, the Conversion Price in effect immediately 

prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the 

Conversion Price in effect immediately prior to such record date by a fraction of which the numerator 

shall be the number of shares of Common Stock outstanding on such record date plus the number of

shares which the aggregate offering price of the total number of shares so offered (or the aggregate initial 

conversion price of the convertible securities so offered) would purchase at such current market price, and 

of which the denominator shall be the number of shares of Common Stock outstanding on such record 

date plus the number of additional shares of Common Stock offered for subscription or purchase (or into 

which the convertible securities so offered are initially convertible). Such adjustment shall be made 

successively whenever such a record date is fixed, and shall become effective immediately after such 

record date. In determining whether any rights or warrants entitle the holders to subscribe for or purchase 

shares of Common Stock at less than such current market price, and in determining the aggregate offering 

price of such shares, there shall be taken into account any consideration received by the Company for 

such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board 

of Directors of the Company. Common Stock owned by or held for the account of the Company or any 

majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required 

under this subsection (b).

(c) In case the Company shall fix a record date for making a distribution to all 

holders of its Common Stock evidences of its indebtedness or assets (excluding regular quarterly or other 
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NY12529:434532.7

periodic or recurring cash dividends or distributions and cash dividends or distributions paid from 

retained earnings of the Company or dividends or distributions referred to in subsection (a) above) or 

rights or warrants to subscribe or purchase (excluding those referred to in subsection (b) above), then in 

each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by 

multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which 

the numerator shall be the current market price per share (as defined in subsection (d) below) of the 

Common Stock on such record date less the then fair market value (as determined by the Board of 

Directors of the Company whose determination shall be conclusive, and described in a certificate filed 

with the Trustee) of the portion of the assets or evidences of indebtedness so distributed or of such rights 

or warrants applicable to one share of Common Stock, and the denominator shall be the current market 

price per share (as defined in subsection (d) below) of the Common Stock. Such adjustment shall be made 

successively whenever such a record date is fixed and shall become effective immediately after such 

record date. Notwithstanding the foregoing, in the event that the Company shall distribute any rights or 

warrants to acquire capital stock (“Rights”) pursuant to this subsection (c), the distribution of separate 

certificates representing such Rights subsequent to their initial distribution (whether or not such 

distribution shall have occurred prior to the date of the issuance of such Convertible Securities) shall be 

deemed to be the distribution of such Rights for purposes of this subsection (c); provided that the 

Company may, in lieu of making any adjustment pursuant to this subsection (c) upon a distribution of 

separate certificates representing such Rights, make proper provision so that each Holder of such 

Convertible Security who converts such Convertible Security (or any portion thereof) (i) before the record 

date for such distribution of separate certificates shall be entitled to receive upon such conversion shares 

of Common Stock issued with Rights and (ii) after such record date and prior to the expiration, 

redemption or termination of such Rights shall be entitled to receive upon such conversion, in addition to 

the shares of Common Stock issuable upon such conversion, the same number of such Rights as would a 

holder of the number of shares of Common Stock that such Convertible Security so converted would have 

entitled the holder thereof to purchase in accordance with the terms and provisions of and applicable to 

the Rights if such Convertible Security were converted immediately prior to the record date for such 

distribution. Common Stock owned by or held for the account of the Company or any majority owned 

subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this 

subsection (c).

(d) For the purpose of any computation under subsection (b) and (c) above, the 

current market price per share of Common Stock at any date shall be deemed to be the average of the 

daily Closing Prices for the thirty consecutive days (which are not legal holidays as defined in 

Section 1.13) commencing forty-five days (which are not legal holidays as defined in Section 1.13) before 

the day in question. The Closing Price for any day shall be (i) if the Common Stock is listed or admitted 

for trading on any national securities exchange, the last sale price (regular way), or the average of the 

closing bid and ask prices if no sale occurred, of Common Stock on the principal securities exchange on 

which the Common Stock is listed, or, if not listed or admitted to trading on any national securities 

exchange, on the National Market System of the National Association of Securities Dealers, Inc. 

Automated Quotations System (“NASDAQ”), (ii) if not listed or quoted as described in (i), the mean 

between the closing high bid and low asked quotations of Common Stock reported by NASDAQ, or any 

similar system or automated dissemination of quotations of securities prices then in common use, if so 

quoted, or (iii) if not quoted as described in clause (ii), the mean between the high bid and low asked 

quotations for Common Stock as reported by the National Quotation Bureau Incorporated if at least two 

securities dealers have inserted both bid and asked quotations for Common Stock on at least 5 of the 10 

preceding days. If none of the conditions set forth above is met, the Closing Price of Common Stock on 

any day or the average of such Closing Prices for any period shall be the fair market value of Common 

Stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company.
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NY12529:434532.7

(e) (i) Nothing contained herein shall be construed to require an adjustment in 

the Conversion Price as a result of the issuance of Common Stock pursuant to, or the granting or exercise 

of any rights under, the Popular, Inc. Dividend Reinvestment Plan.

(ii) In addition, no adjustment in the Conversion Price shall be required unless such 

adjustment would require an increase or decrease of at least 1% in such price; provided, however, 

that any adjustments which by reason of this subsection (e)(ii) are not required to be made shall 

be carried forward and taken into account in any subsequent adjustment, further provided, 

however, that any adjustments which by reason of this subsection (e)(ii) are not otherwise 

required to be made shall be made no later than 3 years after the date on which occurs an event 

that requires an adjustment to be made or carried forward.

(iii) All calculations under this Article XIX shall be made to the nearest cent or to the 

nearest one-hundredth of a share, as the case may be. Anything in this Section 19.06 to the 

contrary notwithstanding, the Company shall be entitled to make such reductions in the 

Conversion Price, in addition to those required by this Section 19.06, as it in its discretion shall 

determine to be advisable in order that any stock dividends, subdivision of shares, distribution of 

rights to purchase stock or securities, or distribution of securities convertible into or exchangeable 

for stock hereafter made by the Company to its shareholders shall not be taxable.

(f) Whenever the Conversion Price is adjusted, as herein provided, the Company 

shall promptly file with the Trustee and any conversion agent other than the Trustee an Officers’ 

Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of 

the facts requiring such adjustment. Promptly after delivery of such certificate, the Company shall prepare 

a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the 

date on which such adjustment becomes effective and shall mail such notice of such adjustment of the 

Conversion Price to the Holder of each Convertible Security at such Holder’s last address appearing on 

the Security Register provided for in Section 3.05 of this Indenture.

(g) In any case in which this Section 19.06 provides that an adjustment shall become 

effective immediately after a record date for an event, the Company may defer until the occurrence of 

such event (i) delivering to the Holder of any Convertible Security converted after such record date and 

before the occurrence of such event the additional shares of Common Stock deliverable upon such 

conversion by reason of the adjustment required by such event over and above the Common Stock 

deliverable upon such conversion before giving effect to such adjustment and (ii) paying to such Holder 

any amount in cash in lieu of any fraction pursuant to Section 19.04, provided, however, that the 

Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s 

rights to receive such additional shares, and such cash, upon the occurrence of the event requiring such 

adjustment. If such event does not occur, no adjustments shall be made pursuant to this Section 19.06.

Section 19.07 Effect of Reclassification, Consolidation, Merger or Sale.

If any of the following events occur, namely (i) any reclassification or change of outstanding 

shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change 

in par value, or from par value to no par value, or from no par value to par value, or as a result of a 

subdivision or combination, but including any change in the shares of Common Stock into two or more 

classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other 

than a consolidation or merger in which the Company is the continuing corporation and which does not 

result in any reclassification of, or change (other than a change in par value, or from par value to no par 

value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding 

shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company 
-97-

NY12529:434532.7

as, or substantially as, an entirety to any other corporation; then the Company, or such successor or 

purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture 

(which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental 

indenture and comply with the provisions of Article IX) providing that each Convertible Security shall be 

convertible into the kind and amount of shares of stock and other securities or property, including cash, 

receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a 

number of shares of Common Stock deliverable upon conversion of such Convertible Securities 

immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such 

supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be 

practicable to the adjustments provided for in this Article. The Company shall cause notice of the 

execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his 

address appearing on the Security Register provided for in Section 3.05 of this Indenture.

The above provisions of this Section shall similarly apply to successive reclassifications, 

consolidations, mergers and sales.

Section 19.08 Taxes on Shares Issued.

The delivery of stock certificates on conversions of Convertible Securities shall be made without 

charge to the Holder converting a Convertible Security for any tax in respect of the issue thereof. The 

Company shall not, however, be required to pay any tax which may be payable in respect of any transfer 

involved in the delivery of stock registered in any name other than of the Holder of any Convertible 

Security converted, and the Company shall not be required to deliver any such stock certificate unless and 

until the person or persons requesting the delivery thereof shall have paid to the Company the amount of 

such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 19.09 Shares to be Fully Paid; Compliance with Governmental Requirements; Listing 

of Common Stock.

The Company covenants that all shares of Common Stock which may be delivered upon 

conversion of Convertible Securities will upon delivery be fully paid and nonassessable by the Company 

and free from all taxes, liens and charges with respect to the issue thereof.

The Company covenants that if any shares of Common Stock to be provided for the purpose of 

conversion of Convertible Securities hereunder require registration with or approval of any governmental 

authority under any Federal or state law before such shares may be validly delivered upon conversion, the 

Company will in good faith and as expeditiously as possible endeavor to secure such registration or 

approval, as the case may be.

The Company further covenants that it will, if permitted by the rules of the New York Stock 

Exchange, list and keep listed for so long as the Common Stock shall be so listed on such exchange, upon 

official notice of issuance, all Common Stock deliverable upon conversion of the Convertible Securities.

Section 19.10 Trustee Not Responsible.

Neither the Trustee nor any authenticating agent nor any conversion agent shall at any time be 

under any duty or responsibility to any Holder of Convertible Securities to determine whether any facts 

exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent of 

any such adjustment when made, or with respect to the method employed, or herein or in any 

supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any 

authenticating agent nor any conversion agent shall be accountable with respect to the validity or value 
-98-

NY12529:434532.7

(or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at 

any time be delivered upon the conversion of any Convertible Security, and neither the Trustee nor any 

authenticating agent nor any conversion agent makes any representation with respect thereto. Subject to 

the provisions of Section 6.01, neither the Trustee nor any authenticating agent nor any conversion agent 

shall be responsible for any failure of the Company to deliver any shares of Common Stock or stock 

certificates or other securities or property or cash upon the surrender of any Convertible Security for the 

purpose of conversion or for any failure of the Company to comply with any of the covenants of the 

Company contained in this Article.

Section 19.11 Notice to Holders Prior to Certain Actions.

In case:

(a) the Company shall declare a dividend (or any other distribution) on the Common 

Stock (other than in cash out of its current or retained earnings); or

(b) the Company shall authorize the granting to the holders of the Common Stock of 

rights or warrants to subscribe for or purchase any share of any class or any other rights 

or warrants; or

(c) of any reclassification or change of the Common Stock (other than a subdivision 

or combination of its outstanding Common Stock, or a change in par value, or from par 

value to no par value, or from no par value to par value) or of any consolidation or 

merger to which the Company is a party and for which approval of any stockholders of 

the Company is required or of the sale or transfer of all or substantially all of the assets of 

the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each 

holder of Convertible Securities at his address appearing on the Security Register, provided for in 

Section 3.05 of this Indenture, as promptly as possible but in any event no less than fifteen days prior to 

the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for 

the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as 

of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or 

warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, 

transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it 

is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for 

securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, 

dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect 

the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, 

dissolution, liquidation or winding up or any adjustment in the Conversion Price required by this 

Article XIX.

Section 19.12 Covenant to Reserve Shares.

The Company covenants that it will at all times reserve and keep available, free from pre-emptive 

rights, out of its authorized but unissued Common Stock, such number of shares of Common Stock as 

shall then be deliverable upon the conversion of all outstanding Convertible Securities.
-99-

NY12529:434532.7

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as 

of the day and year first above written.

POPULAR, INC.

By: ____________________________________

Name: 

Title: 

THE BANK OF NEW YORK MELLON,

As Trustee

By: ____________________________________

Name: 

Title: 
A-1-1

NY12529:434532.7

EXHIBIT A-1

[FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP BY A

NON-UNITED STATES PERSON OR BY CERTAIN OTHER PERSONS]

CERTIFICATE

POPULAR, INC.

[INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE 

DELIVERED]

Reference is hereby made to the Indenture dated as of August 24, 2009 (the “Indenture”) between 

Popular, Inc. and The Bank of New York Mellon, as trustee (the “Trustee”), covering the above-captioned 

Debt Securities. This is to certify that as of the date hereof, __________ principal amount of Debt 

Securities credited to you for our account (i) is owned by persons that are not United States Persons, as 

defined below; (ii) is owned by United States Persons that are (a) foreign branches of United States 

financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial 

institutions”) purchasing for their own account or for resale, or (b) United States Persons who acquired 

the Debt Securities through foreign branches of United States financial institutions and who hold the Debt 

Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), 

each such United States financial institution encloses herewith a certificate in the form of Exhibit A-2 to 

the Indenture); or (iii) is owned by United States or foreign financial institutions for purposes of resale 

during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), 

which United States or foreign financial institutions described in clause (iii) above (whether or not also 

described in clause (i) or (ii)) certify that they have not acquired the Debt Securities for purposes of resale 

directly or indirectly to a United States Person or to a person within the United States or its possessions.

[Insert if certificate does not relate to an interest payment--We undertake to advise you if the 

above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned 

Debt Securities in bearer form as to all of such Debt Securities with respect to such of said Debt 

Securities as then appear in your books as being held for our account.] We understand that this certificate 

is required in connection with United States tax laws. We irrevocably authorize you to produce this 

certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect 

to the matters covered by this certificate. “United States Person” shall mean a citizen or resident of the 

United States of America (including the District of Columbia), a corporation, partnership or other entity 

created or organized in or under the laws of the United States or any political subdivision thereof or an 

estate or trust that is subject to United States Federal income taxation regardless of the source of its 

income.

[This certificate excepts and does not relate to principal amount of Debt Securities credited to you 

for our account and to which we are not now able to make the certification set forth above. We understand 

that definitive Debt Securities cannot be delivered and interest cannot be paid until we are able to so 

certify with respect to such principal amount of Debt Securities.]*

Dated:___________________________

[To be dated on or after 

(the date determined as 

provided in the Indenture)]
A-1-2

NY12529:434532.7

[Name of Person Entitled to Receive Bearer Security]

____________________________________

(Authorized Signatory)

Name:_______________________________

Title:______________________________

________________________________

* Delete if inappropriate.
A-2-1

NY12529:434532.7

EXHIBIT A-2

[FORM OF CERTIFICATE OF STATUS AS A

FOREIGN BRANCH OF A UNITED STATES FINANCIAL INSTITUTION]

CERTIFICATE

POPULAR, INC.

[INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE 

DELIVERED]

Reference is hereby made to the Indenture dated as of August 24, 2009 (the “Indenture”), 

between Popular, Inc. and The Bank of New York Mellon, as trustee, relating to the offering of the abovecaptioned Debt Securities (the “Debt Securities”). Unless herein defined, terms used herein have the same 

meaning as given to them in the Indenture.

The undersigned represents that it is a branch located outside the United States of a United States 

securities clearing organization, bank or other financial institution (as defined in U.S. Treasury Regulation 

Section 1.165-12(c)(1)(v)) that holds customers’ securities in the ordinary course of its trade or business 

and agrees, and authorizes you to advise the issuer or the issuer’s agent, that it will comply with the 

requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations 

thereunder and is not purchasing for resale directly or indirectly to a United States Person or to a person 

within the United States or its possessions. We undertake to advise you if the statement in the 

immediately preceding sentence is not correct on the date of delivery of the above-captioned Debt 

Securities in bearer form.

We understand that this certificate is required in connection with the United States tax laws. We 

irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any 

administrative or legal proceedings with respect to the matters covered by this certificate.

Dated:___________________________

[To be dated on or after 

(the date determined as 

provided in the Indenture)]

[Name of Person Entitled to Receive Security]

____________________________________

(Authorized Signatory)

Name:_______________________________

Title:______________________________
B-1

NY12529:434532.7

EXHIBIT B

[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM

IN CONNECTION WITH THE EXCHANGE OF ALL OR A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PRIOR TO EXCHANGE]

CERTIFICATE

POPULAR, INC.

[INSERT TITLE OR SUFFICIENT DESCRIPTION OF DEBT SECURITIES TO BE 

DELIVERED]

We refer to that portion, _______________________________, of the Global Security 

representing the above-captioned issue [which is herewith submitted to be exchanged for definitive Debt 

Securities]* [for which we are seeking to obtain payment of interest]* (the “Submitted Portion”). This is 

to certify, pursuant to the Indenture dated as of August 24, 2009 (the “Indenture”) between Popular, Inc. 

and The Bank of New York Mellon, as trustee (the “Trustee”), that we have received in writing, by 

electronic transmission from member organizations with respect to each of the persons appearing in our 

records as being entitled to a beneficial interest in the Submitted Portion a Certificate of Beneficial 

Ownership by a Non-United States Person or by Certain Other Persons [and, in some cases, a Certificate 

of Status as a Foreign Branch of a United States Financial Institution, authorizing us to inform the issuer 

or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the 

Internal Revenue Code of 1986 and the regulations thereunder]* substantially in the form of Exhibit A-1 

[and A-2]* to the Indenture.

We hereby request that you deliver to the office of _____________________ 

________________________ in _________________ definitive Bearer Securities in the denominations 

on the attached Schedule A.

We further certify that as of the date hereof we have not received any notification from any of the 

persons giving such certificates to the effect that the statements made by them with respect to any part of 

the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

Dated:___________________________

[EUROCLEAR BANK S.A./N.V., as

Operator of the Euroclear System]

[Clearstream Banking S.A.]

By__________________________________

_______________________________

* Delete if inappropriate.
D-1

NY12528:381732.5F

ANNEX D-1

Form of Opinion of Sullivan & Cromwell LLP

a) The Exchange Agreement is a valid and binding obligation of the Company and 

the Trust, enforceable against the Company and the Trust in accordance with its 

terms, except as the same may be limited by applicable bankruptcy, insolvency, 

reorganization, moratorium or similar laws affecting the enforcement of creditors’ 

rights generally and general equitable principles, regardless of whether such 

enforceability is considered in a proceeding at law or in equity; provided, 

however, that we express no opinion with respect to Section 5.5 of the Exchange 

Agreement to the extent it makes Section 4.5(g) of the Securities Purchase 

Agreement applicable to the Capital Securities or the severability provisions of 

the Exchange Agreement insofar as the applicability of Section 4.5(g) of the 

Securities Purchase Agreement to the Capital Securities is concerned. 

b) The Indenture, dated as of August 24, 2009, between the Company and The Bank 

of New York Mellon, as trustee (the “Indenture Trustee”), as supplemented by the 

First Supplemental Indenture, dated as of August 24, 2009, between the Company 

and the Indenture Trustee (as so supplemented, the “Indenture”), has been duly 

executed and delivered by the Company; the Company’s Fixed Rate Perpetual 

Junior Subordinated Debentures, Series A (the “Debentures”) issued and sold to 

the Trust pursuant to the Indenture and the Trust Agreement in an aggregate 

principal amount of $936,000,000 have been duly executed, authenticated, issued 

and delivered; and the Indenture and the Debentures constitute valid and legally 

binding obligations of the Company enforceable in accordance with their terms, 

subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium 

and similar laws of general applicability relating to or affecting creditors’ rights 

and to general equity principles.

c) The Guarantee Agreement has been duly executed and delivered by the Company; 

and the Guarantee Agreement constitutes a valid and legally binding obligation of 

the Company enforceable in accordance with its terms, subject to bankruptcy, 

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of 

general applicability relating to or affecting creditors’ rights and to general equity 

principles.

d) Neither the Company nor the Trust is or, after giving effect to the issuance of the 

Debentures pursuant to the Indenture and the Trust Agreement, and the Common 

Securities and the Capital Securities pursuant to the Exchange Agreement and the 

Trust Agreement, would be on the date hereof an “investment company” or an 

entity “controlled” by an “investment company,” as such terms are defined in the 

Investment Company Act of 1940, as amended.

e) For U.S. federal income tax purposes, the Trust will not be classified as a 

corporation for U.S. federal income tax purposes.
D-2

NY12528:381732.5F

ANNEX D-2

Form of Opinion of Pietrantoni, Méndez & Alvarez LLP 

a) The Company is duly organized, validly existing and in good standing under the 

laws of the Commonwealth of Puerto Rico.

b) The Company has the corporate power and authority to execute and deliver the 

Agreement and the Governing Agreements and to carry out its obligations 

thereunder.

c) The execution, delivery and performance by the Company of the Agreement and 

the Governing Agreements and the consummation of the transactions 

contemplated thereby, have been duly authorized by all necessary corporate 

action on the part of the Company and its stockholders, and no further approval or 

authorization is required on the part of the Company.

d) Assuming the due execution and delivery by the other parties thereto, the 

Agreement and each of the Governing Agreements is a valid and binding 

obligation of the Company.

e) The Debentures have been duly and validly authorized by the Company and, 

when issued and delivered pursuant to the Indenture, such Debentures will have 

been duly executed, authenticated, issued and delivered, will constitute valid and 

legally binding obligations of the Company.
D-3

NY12528:381732.5F

ANNEX D-3

Form of Opinion of Richards Layton & Finger P.A.

a) The Trust has been duly created and is validly existing in good standing as a 

statutory trust under the Delaware Statutory Trust Act, and all filings required 

under the Delaware Statutory Trust Act with respect to the creation and valid 

existence of the Trust as a statutory trust have been made.

b) Under the Delaware Statutory Trust Act and the Declaration of Trust, the Trust 

has the trust power and authority to own its properties and to conduct its business, 

all as described in the Declaration of Trust.

c) The Declaration of Trust constitutes a valid and binding obligation of the 

Depositor and the Trustees, and is enforceable against the Depositor and the 

Trustees, in accordance with its terms.

d) Under the Delaware Statutory Trust Act and the Declaration of Trust, the Trust 

has the trust power and authority (i) to execute, deliver and perform its obligations 

under the Exchange Agreement, (ii) to issue and sell and perform its obligations 

under the Capital Securities and the Common Securities, and (iii) to purchase and 

hold the Debentures.

e) Under the Delaware Statutory Trust Act and the Declaration of Trust, the 

execution and delivery by the Trust of the Exchange Agreement, and the 

performance by the Trust of its obligations thereunder and under the Trust 

Securities, have been duly authorized by all necessary trust action on the part of 

the Trust.

f) Under the Delaware Statutory Trust Act, the certificate attached to the Declaration 

of Trust as Exhibit C is an appropriate form of certificate to evidence ownership 

of the Capital Securities. The Capital Securities have been duly authorized for 

issuance by the Declaration of Trust and, when issued and delivered in 

accordance with the Declaration of Trust and the Exchange Agreement, will be 

validly issued and, subject to the qualifications set forth herein, fully paid and 

non-assessable undivided beneficial interests in the assets of the Trust entitled to 

the benefits of the Declaration of Trust. The Holders, as beneficial owners of the 

Trust, will be entitled to the same limitation of personal liability extended to 

stockholders of private corporations for profit organized under the General 

Corporation Law of the State of Delaware. We note that the Holders may be 

obligated, pursuant to the Declaration of Trust, to (i) provide payment of a sum 

sufficient to cover taxes or other governmental charges arising from transfers of 

Trust Securities Certificates and the issuance of replacement Trust Securities 

Certificates, and (ii) provide security or indemnity in connection with requests of 

or directions to the Property Trustee to exercise its rights and powers under the 

Declaration of Trust.
- 2 -

NY12528:381732.5F

g) The Common Securities have been duly authorized by the Declaration of Trust 

and, when issued and delivered in accordance with the terms of the Declaration of 

Trust, will be duly and validly issued, representing an undivided beneficial 

interest in the assets of the Trust entitled to the benefits of the Declaration of 

Trust.

h) Under the Delaware Statutory Trust Act and the Declaration of Trust, the issuance 

of the Trust Securities is not subject to preemptive rights.

i) The issuance and sale by the Trust of the Capital Securities and the Common 

Securities, the purchase by the Trust of the Debentures, the execution, delivery

and performance by the Trust of the Exchange Agreement, the consummation by 

the Trust of the transactions contemplated by the Exchange Agreement and 

compliance by the Trust with its obligations under the Exchange Agreement do 

not violate (i) any of the provisions of the Certificate of Trust or the Declaration 

of Trust or (ii) any law or administrative regulation of the State of Delaware 

applicable to the Trust.

j) No authorization, approval, consent or order of any Delaware court or any 

Delaware governmental body or regulatory authority or agency is required to be 

obtained by the Trust solely in connection with the issuance of the Trust 

Securities and the consummation of the transactions contemplated by the 

Declaration of Trust and the Exchange Agreement, other than the filing of the 

Certificate of Trust with the Delaware Secretary of State, which Certificate of 

Trust has been duly filed.

k) The Holders (other than those Holders who reside or are domiciled in the State of 

Delaware) do not have any liability for income taxes imposed by the State of 

Delaware solely as a result of their participation in the Trust, and the Trust will 

not be liable for any income tax imposed by the State of Delaware.
S-1

NY12528:381732.5F

SCHEDULE A

CAPITALIZATION

Capitalization Date: July 31, 2009

Common Stock

Par value: $0.01

Total Authorized: 700,000,000 Outstanding: 282,031,548

Subject to warrants, options, convertible securities, etc.: 20,932,836

Reserved for benefit plans and other issuances: 381,061,196 (including 357,510,076 

shares to be issued in the Company's exchange offer)

Remaining authorized but unissued: 13,360,974

Shares issued after Capitalization Date (other than pursuant to warrants, options, 

convertible securities, etc. as set forth above): None

Preferred Stock

Par value: None

Total Authorized: 30,000,000

Outstanding (by series): Series A 7,475,000

Series B 16,000,000

Series C 935,000

Reserved for issuance: None

Remaining authorized but unissued: 5,590,000
S-2

NY12528:381732.5F

SCHEDULE B

Response to Section 3.6: None