exv10w9






Exhibit 10.9









January 28, 2010




PERSONAL AND CONFIDENTIAL

Mr. Alejandro M. Ballester

Ballester & Hnos.

P. O. Box 364548

San Juan, PR 00936-4548




Dear Mr. Ballester:



We are very pleased to welcome you to the Board of Directors (the “Board”) of Popular, Inc. (the
“Corporation”), and are writing to set forth the general terms of your compensation as a Director,
pursuant to resolutions adopted by the Board (without your participation) on July 14, 2004. These
terms are, of course, subject to future modification by the Board.



As compensation for your services, you will receive:





- An annual retainer fee (the “Annual Retainer”) of $5,445 for the period ending on the
day the 2010 annual meeting of shareholders of the Corporation is held and $20,000 for
each subsequent twelve month period that you are a Director or $25,000 if you are elected
Chairman of any Board committee;




- $1,000 for each meeting of the Board or of a Board committee that you attend (the
“Meeting Fee”). Attendance at meetings of Banco Popular de Puerto Rico (“BPPR”) will be
compensated accordingly; and




- A grant of $9,528 payable in Restricted Stock of Popular, Inc. (the “Restricted Stock”)
under the Popular, Inc. 2004 Omnibus Incentive Plan (the “Omnibus Plan”) for the period
ending on the day the 2010 annual meeting of shareholders of the Corporation is held and
an annual grant of $35,000 payable in Restricted Stock under the Omnibus Plan for each
subsequent twelve month period that you are a Director.


The Annual Retainer will be paid annually in advance, within the 30 days following the annual
Corporation’s shareholder meeting, in cash unless you elect to receive payment in Restricted Stock.
The Meeting Fee may be paid in cash on a per meeting basis or quarterly in arrears in Restricted
Stock. The number of shares of Restricted Stock to be delivered in payment of an Annual Retainer
and/or Meeting Fee shall be determined based on the per share closing price of the Corporation’s
common stock on the date payment is made and the amount of the Annual Retainer and/or Meeting Fee
owed you.




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If you elect to receive payment in the form of Restricted Stock, such shares shall be subject
to the terms of the Annual Retainer and/or Meeting Fee Restricted Stock Agreement (attached
hereto). If you elect to receive Restricted Stock you must return to us the attached Director
Compensation Election Form and the executed Annual Retainer and/or Meeting Fee Restricted Stock
Agreement. If you do not provide us with a completed election form prior to such date, the Annual
Retainer will be paid to you annually in advance in cash and the Meeting Fee will be paid in cash
on a per meeting basis. Once you have made an election to receive Restricted Stock, the election
will be applicable to all future payments of the Annual Retainer and/or Meeting Fee, unless you
notify us in writing of your desire to no longer receive Restricted Stock. In such case, your
notice will apply to compensation payable for the year following receipt of the notice.



If you do not currently elect to receive the Annual Retainer and/or the Meeting Fee in the form of
Restricted Stock, you may make such an election for future payments of either compensation element,
by sending us a written notice with respect to the Annual Retainer, at least 30 days prior to the
date of such year’s annual meeting of the Corporation’s shareholders for which the election would
be in effect and, with respect to the Meeting Fees, at least 30 days prior to Board of Director’s
meeting for which you want to commence receiving the Meeting Fee in the form of Restricted Stock.



An election to receive the Annual Retainer and/or Meeting Fee in the form of Restricted Stock will
result in deferral of taxation of those amounts until such later year as the restrictions lapse.



Dividends paid on your Restricted Stock will be reinvested in your name in the Popular, Inc.
Dividend Reinvestment Plan. The dividend will be subject to Puerto Rico income taxes in the year
paid by the Corporation at a special 10% rate.



Your grant of Restricted Stock is covered by a separate agreement attached hereto. We have
enclosed the following documents in connection with the foregoing:





	 	1.	 	Director Compensation Election Form,
	 
	 	2.	 	Annual Grant Restricted Stock Agreement,
	 
	 	3.	 	Annual Retainer and/or Meeting Fee Restricted Stock Agreement, and
	 
	 	4.	 	Omnibus Plan




Please complete and sign the Director Compensation Election Form and sign the Annual Grant
Restricted Stock Agreement where indicated. If you elect to receive payment of the Annual Retainer
and/or the Meeting Fee in Restricted Stock, please sign the Annual Retainer and/or Meeting Fee
Restricted Stock Agreement. Return all of the executed documents to Marie Reyes Rodríguez at the
Corporate Secretary’s Office. Please retain a copy of these documents for your records.




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Once more, thank you for joining the Board of Directors of Popular, Inc. We look forward to
working with you.




Cordially,



/s/
Richard L. Carriόn
Richard L. Carriόn 

Chairman of the Board & CEO




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Annual grant

Restricted Stock Agreement




     This Annual Grant Restricted Stock Agreement (“Agreement”) by and between Popular, Inc.
(the “Corporation”) and Alejandro M. Ballester (“Director”) is entered pursuant to the meeting of
the Board of Directors of the Corporation held on the 14th day of July 2004, whereby the
Corporation in consideration of Director’s services as a member of the Board of Directors of the
Corporation and/or its wholly owned subsidiary, Banco Popular de Puerto Rico (“BPPR”), granted to
the Director a number of restricted shares of the Corporation’s Common Stock (the “Restricted
Stock”) subject to the terms and conditions hereinafter set forth and the terms and conditions of
the Popular, Inc. 2004 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto as
Exhibit A. Capitalized terms not otherwise defined herein shall having the meaning ascribed them in
the Plan.



     1. Number of Shares. Pursuant to the terms of the Director’s Compensation letter
dated January 28, 2010, the Corporation has agreed to grant to the Director $9,528 worth of
Restricted Stock for the period ending on the day the 2010 annual meeting of the Corporation’s
shareholders is held and an annual grant of $35,000 for each subsequent year the Director is
such
of the Corporation and/or BPPR, based on the per share closing price of the Corporation’s
Common Stock on the Grant Date. The Grant Date shall be the day the Restricted Stock is
purchased for the Director with respect to the period ending the day of the 2010 annual
meeting
of shareholders of the Corporation and with respect to subsequent annual grants, within the 30
days following the annual meeting of the Corporation’s shareholders. For all purposes the
Grant
Price shall be zero ($0).



     The Restricted Stock shall be subject to all the terms, conditions, and restrictions set
forth in this Agreement and the Plan. In the event any stock dividend, stock split,
recapitalization or other change affecting the outstanding common stock of the Corporation as a
class is effected without consideration, then any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend) that is by reason of
any such transaction distributed with respect to shares of Restricted Stock will be immediately
subject to the provisions of this Agreement in the same manner and to the same extent as the
Restricted Stock with respect to which such change was effected. Cash dividends paid on Restricted
Stock shall be reinvested in Common Stock through the Corporation’s Dividend Reinvestment Plan.



     2. Forfeiture and Transfer Restrictions. All Restricted Stock granted to
Director shall be issued and delivered on the Grant Date. In the event Director’s
relationship
with the Corporation or BPPR, as applicable, is terminated for Cause (as defined in the
Plan), or
if Director, Director’s legal representative, or other holder of the Restricted Stock
attempts to
sell, exchange, transfer, pledge, or otherwise dispose of any Restricted Stock, all
Restricted
Stock will be immediately forfeited without any further action by the Corporation.



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     Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of in any
way other than by the Last Will and Testament of the Director or the laws of descent and
distribution, subject to the bylaws of the Corporation. Any Restricted Stock held by a beneficiary
shall be subject to the restrictions imposed on such Restricted Stock. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect.



     3. Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, no shares under this Agreement may be granted unless the shares of Restricted
Stock issuable upon such grant are then registered under the Securities Act of 1933, as amended
(the “Securities Act”) or, if such shares of Restricted Stock are not then so registered, the
Corporation has determined that such grant and issuance would be exempt from the registration
requirements of the Securities Act. The grant of shares must also comply with other applicable laws
and regulations governing the grant, and no grant of shares will be permitted if the Corporation
determines that such purchase would not be in material compliance with such laws and regulations.



     4. Stock Legend. The Corporation and Director agree that all certificates representing all
shares of Restricted Stock that at any time are subject to the provisions of this Agreement and the
Plan will have endorsed upon them in bold-faced type a legend substantially in the following form:




THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF AN
ANNUAL GRANT RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE INITIAL
HOLDER OF THE SHARES. THE ANNUAL GRANT RESTRICTED STOCK AGREEMENT MAY GRANT CERTAIN
PURCHASE OPTIONS TO THE CORPORATION, PROVIDES FOR FORFEITURE OF THE STOCK IN CERTAIN
CIRCUMSTANCES, AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF
THE ANNUAL GRANT RESTRICTED STOCK AGREEMENT IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF
THE CORPORATION AND WILL BE FURNISHED BY THE CORPORATION TO THE REGISTERED HOLDER
HEREOF UPON WRITTEN REQUEST.



     5. Agreement not a Service Contract. This Agreement is not an employment or service contract,
and nothing in this Agreement nor the Plan shall be deemed to create in any way whatsoever any
obligation for the Director to continue his relationship with the Corporation or BPPR, as
applicable, or of the Corporation or BPPR, as applicable, to continue the relationship with the
Director.



     6. Section 83(b) Election. Director acknowledges that if he is subject to taxation under the
United States Internal Revenue Code of 1986, as amended (the “Code”), under Section 83(b) of the
Code, the difference between the Grant Price and its fair market value at the time any forfeiture
restrictions applicable to such Restricted Stock lapse is reportable as ordinary income at that
time. For this purpose, the term “forfeiture restrictions” includes the forfeiture provisions, and
restrictions described in Section 2 of this Agreement.



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     Notwithstanding the preceding, Director understands that he or she may elect to be taxed at
the time the Restricted Stock is acquired hereunder, rather than when and as such Restricted Stock
ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of
the Code with the Internal Revenue Service within 30 days after the Grant Date. If the Grant Price
equals the fair market value of the Restricted Stock on such date, or if it is likely that the
fair market value of the Restricted Stock at the time any forfeiture restrictions lapse will
exceed the Grant Price, the election may avoid adverse tax consequences in the future. A form for
making this election is attached as Exhibit B. Director understands that the failure to
make this filing within said 30 day period will result in the recognition of ordinary income by
Director (in the event the fair market value of the Restricted Stock increases after Grant Date)
as the forfeiture restrictions lapse. Director acknowledges that it is his or her sole
responsibility, and not the Corporation’s, to file a timely election under Section 83(b). Director
further acknowledges that the election under Section 83(b) is an election that must be made with
respect to each separate grant of Restricted Stock that is subject to this Agreement.



     7. Notices. Any notices provided for in this Agreement or the Plan shall be given in writing
and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by
the Corporation to the Director, five (5) days after deposit in the United States mail, postage
prepaid, addressed to the Director at the last address the Director provided to the Corporation
and/or BPPR. Notice to the Corporation and/or BPPR shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail to the Corporation
and/or BPPR by the Director, five (5) days after deposit in the United States mail, postage
prepaid, addressed to Chief Legal Officer, Popular, Inc./Banco Popular de Puerto Rico, Board of
Directors (751), PO Box 362708, San Juan, Puerto Rico 00936-2708.



     8. Rights as a Shareholder. Except for the restrictions set forth in this
Agreement and the Plan and unless otherwise determined by the Corporation, the Director shall be
entitled to all of the rights of a shareholder with respect to the shares of Restricted Stock
awarded pursuant to this Agreement including the right to vote such shares of Restricted Stock and
to receive dividends and other distributions (if any) payable with respect to such shares.
Provided, however, that cash dividends paid on Restricted Stock shall be reinvested in Common
Stock through the Corporation’s Dividend Reinvestment Plan.



     9. Tax Withholding. The Corporation may withhold or cause to be withheld
from any Restricted Stock grant (or Director’s compensation) any Federal, Puerto Rico, state or
local taxes required by law to be withheld with respect to such Restricted Stock grant. By
acceptance of this Agreement, Director agrees to such deductions.



     10. Governing Law. All questions arising with respect to this Agreement and
the provisions of the Plan shall be determined by application of the laws of the Commonwealth of
Puerto Rico except to the extent such governing law is preempted by Federal law. The obligation of
the Corporation to grant and deliver Restricted Stock under this Agreement is subject to applicable
laws and to the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Restricted Stock.



     11. Severability. If any provision of this Agreement is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions of the




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Agreement, but such provision shall be fully severable and the Agreement shall be
construed and enforced as if the illegal or invalid provision had never been included in the
Agreement.




     12. Successors. This Agreement shall be binding upon the Director, his legal
representatives, heirs, legatees, distributees, and shall be binding upon the Corporation and
its successors and assigns.



     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement this
28th day of January 2010.



	 	 	 	 	 	 	 
	 	 	POPULAR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jorge A. Junquera
 

	 	 
	 

	 	Name:
	 	 Jorge A. Junquera	 	 
	 

	 	Title:
	 	Senior Executive VP	 	 
	 
	 	 	 	 	 	 
	 	 	DIRECTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alejandro M. Ballester	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	 Alejandro M. Ballester	 	 







7















 










Annual Retainer and/or Meeting Fee 

Restricted Stock Agreement



     This Annual Retainer and/or Meeting Fee Restricted Stock Agreement (“Agreement”) by and
between Popular, Inc. (the “Corporation”) and Alejandro M. Ballester (“Director”) is entered
pursuant to the meeting of the Board of Directors of the Corporation held the 14th day
of July 2004, whereby the Corporation in consideration of Director’s services as a member of the
Board of Directors of the Corporation granted to the Director certain compensation for his
services as such and Director elected to receive some or all of such compensation in a number of
restricted shares of the Corporation’s Common Stock (the “Restricted Stock”), subject to the terms
and conditions hereinafter set forth and the terms and conditions of the Popular, Inc. 2004
Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. Capitalized
terms not otherwise defined herein shall having the meaning ascribed them in the Plan.




	1.	 	Number of Shares. Pursuant to the terms of the Director’s Compensation
letter dated January 28, 2010 (the “Compensation Letter”), the Corporation and/or BPPR has
agreed to pay the Director certain compensation and the Director has elected to receive such
compensation in the form of Restricted Stock. The number of shares of Restricted Stock shall
be based on the per share closing price of the Corporation’s Common Stock on the Grant Date
and the total amount of compensation owed to the Director on the Grant Date. The Grant Date
shall be the day the Restricted Stock is purchased for the Director with respect to the period
ending the day the 2010 annual meeting of shareholders of the Corporation and with respect to
subsequent annual grants within the 30 days following the date the compensation is payable to
the Director pursuant to the Compensation Letter. For all purposes the Grant Price shall be
zero ($0).
	 
	 	 	The Restricted Stock shall be subject to all the terms, conditions, and restrictions set forth
in this Agreement and the Plan. In the event any stock dividend, stock split, recapitalization
or other change affecting the outstanding common stock of the Corporation as a class is
effected without consideration, then any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) that is by reason of any
such transaction distributed with respect to shares of Restricted Stock will be immediately
subject to the provisions of this Agreement in the same manner and to the same extent as the
Restricted Stock with respect to which such change was effected. Cash dividends paid on
Restricted Stock shall be reinvested in Common Stock through the Corporation’s Dividend
Reinvestment Plan.
	 
	2.	 	Forfeiture and Transfer Restrictions. All Restricted Stock granted to Director shall
be issued and delivered on the Grant Date. In the event Director’s relationship with the
Corporation or BPPR, as applicable, is terminated for Cause (as defined in the Plan), or if
Director, Director’s legal representative, or other holder of the Restricted Stock attempts to




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	 	 	sell, exchange, transfer, pledge, or otherwise dispose of any Restricted Stock, all Restricted
Stock will be immediately forfeited without any further action by the Corporation.
	 
	 	 	Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of in any way
other than by the Last Will and Testament of the Director or the laws of descent and
distribution, subject to the bylaws of the Corporation. Any Restricted Stock held by a
beneficiary shall be subject to the restrictions imposed on such Restricted Stock. Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect.
	 
	3.	 	Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, no shares under this Agreement may be granted unless the shares of Restricted Stock
issuable upon such grant are then registered under the Securities Act of 1933, as amended (the
“Securities Act”) or, if such shares of Restricted Stock are not then so registered, the
Corporation has determined that such grant and issuance would be exempt from the registration
requirements of the Securities Act. The grant of shares must also comply with other applicable
laws and regulations governing the grant, and no grant of shares will be permitted if the
Corporation determines that such purchase would not be in material compliance with such laws
and regulations.
	 
	4.	 	Stock Legend. The Corporation and Director agree that all certificates representing
all shares of Restricted Stock that at any time are subject to the provisions of this
Agreement and the Plan will have endorsed upon them in bold-faced type a legend substantially
in the following form:






THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF AN
ANNUAL RETAINER AND/OR MEETING FEE RESTRICTED STOCK AGREEMENT BETWEEN THE
CORPORATION AND THE INITIAL HOLDER OF THE SHARES. THE ANNUAL RETAINER AND/OR MEETING
FEE RESTRICTED STOCK AGREEMENT MAY GRANT CERTAIN PURCHASE OPTIONS TO THE
CORPORATION, PROVIDES FOR FORFEITURE OF THE STOCK IN CERTAIN CIRCUMSTANCES, AND
IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE ANNUAL RETAINER
AND/OR MEETING FEE RESTRICTED STOCK AGREEMENT IS ON DEPOSIT AT THE PRINCIPAL OFFICE
OF THE CORPORATION AND WILL BE FURNISHED BY THE CORPORATION TO THE REGISTERED HOLDER
HEREOF UPON WRITTEN REQUEST.




	5.	 	Agreement not a Service Contract. This Agreement is not an employment or service
contract, and nothing in this Agreement nor the Plan shall be deemed to create in any way
whatsoever any obligation for the Director to continue his relationship with the Corporation
or BPPR, as applicable, or of the Corporation or BPPR, as applicable, to continue the
relationship with the Director.




9









 






	6.	 	Section 83(b) Election. Director acknowledges that if he is subject to taxation
under the United States Internal Revenue Code of 1986, as amended (the “Code”), under Section
83(b) of the Code, the difference between the Grant Price and its fair market value at the time
any forfeiture restrictions applicable to such Restricted Stock lapse is reportable as ordinary
income at that time. For this purpose, the term “forfeiture restrictions” includes the
forfeiture provisions, and restrictions described in Section 2 of this Agreement.
	 
	 	 	Notwithstanding the preceding, Director understands that he or she may elect to be taxed at the
time the Restricted Stock is acquired hereunder, rather than when and as such Restricted Stock
ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b)
of the Code with the Internal Revenue Service within 30 days after the Grant Date. If the Grant
Price equals the fair market value of the Restricted Stock on such date, or if it is likely that
the fair market value of the Restricted Stock at the time any forfeiture restrictions lapse will
exceed the Grant Price, the election may avoid adverse tax consequences in the future. A form
for making this election is attached as Exhibit B. Director understands that the failure
to make this filing within said 30 day period will result in the recognition of ordinary income
by Director (in the event the fair market value of the Restricted Stock increases after Grant
Date) as the forfeiture restrictions lapse. Director acknowledges that it is his or her sole
responsibility, and not the Corporation’s, to file a timely election under Section 83(b).
Director further acknowledges that the election under Section 83(b) is an election that must be
made with respect to each separate grant of Restricted Stock that is subject to this Agreement.
	 
	7.	 	Notices. Any notices provided for in this Agreement or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Corporation to the Director, five (5) days after deposit in the
United States mail, postage prepaid, addressed to the Director at the last address the
Director provided to the Corporation and/or BPPR. Notice to the Corporation and/or BPPR shall
be given in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by mail to the Corporation and/or BPPR by the Director, five (5) days after
deposit in the United States mail, postage prepaid, addressed to Chief Legal Officer, Popular,
Inc./Banco Popular de Puerto Rico, Board of Directors (751), PO Box 362708, San Juan, Puerto
Rico 00936- 2708.
	 
	8.	 	Rights as a Shareholder. Except for the restrictions set forth in this Agreement and
the Plan and unless otherwise determined by the Corporation, the Director shall be entitled to
all of the rights of a shareholder with respect to the shares of Restricted Stock awarded
pursuant to this Agreement including the right to vote such shares of Restricted Stock and to
receive dividends and other distributions (if any) payable with respect to such shares.
Provided, however, that cash dividends paid on Restricted Stock shall be reinvested in Common
Stock through the Corporation’s Dividend Reinvestment Plan.
	 
	9.	 	Tax Withholding. The Corporation may withhold or cause to be withheld from any
Restricted Stock grant (or Director’s compensation) any Federal, Puerto Rico, state or local
taxes required by law to be withheld with respect to such Restricted Stock grant. By
acceptance of this Agreement, Director agrees to such deductions.




10









 






	10.	 	Governing Law. All questions arising with respect to this Agreement and the provisions of
the Plan shall be determined by application of the laws of the Commonwealth of Puerto Rico
except to the extent such governing law is preempted by Federal law. The obligation of the
Corporation to grant and deliver Restricted Stock under this Agreement is subject to
applicable laws and to the approval of any governmental authority required in connection with
the authorization, issuance, sale, or delivery of such Restricted Stock.
	 
	11.	 	Severability. If any provision of this Agreement is held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions of the
Agreement, but such provision shall be fully severable and the Agreement shall be construed
and enforced as if the illegal or invalid provision had never been included in the Agreement.
	 
	12.	 	Successors. This Agreement shall be binding upon the Director, his legal representatives,
heirs, legatees, distributees, and shall be binding upon the Corporation and its successors
and assigns.





     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement this 28th
day of January 2010.



	 	 	 	 	 	 	 
	 	 	POPULAR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jorge A. Junquera	 	 
	 

	 	Name:
	 	 

Jorge A. Junquera
	 	 
	 

	 	Title:
	 	Senior Executive VP	 	 
	 
	 	 	 	 	 	 
	 	 	DIRECTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alejandro M. Ballester	 	 
	 

	 	Name:
	 	 

Alejandro M. Ballester
	 	 







11