Supplemental Indenture, dated as of August 31, 2009



 Exhibit 4.4 
  
  
  
 SUPPLEMENTAL INDENTURE 
 among 
 POPULAR, INC. 
 and 
 THE BANK OF NEW YORK MELLON 
 Trustee 
 Dated as of August 31, 2009 
 Supplement to Second Supplemental Indenture, 
 dated as of November 30, 2004 
  
  
  







 SUPPLEMENTAL INDENTURE, dated as of August 31,
2009 (this “Supplemental Indenture”) among POPULAR, INC., a Delaware corporation (the “Company”), having its principal office at 209 Munoz Rivera Avenue, San Juan, Puerto Rico
00918, and THE BANK OF NEW YORK MELLON (as successor the Bank One Trust Company, N.A.), as trustee (hereinafter called the “Trustee”).

 RECITALS OF THE COMPANY 
 The Company and the Trustee entered into the Junior Subordinated Indenture, dated as of October 31, 2003, as supplemented by the Second Supplemental
Indenture, dated as of November 30, 2004 (as so supplemented, the “Indenture”), providing for the issuance of the Company’s 6.125% Junior Subordinated Debentures, Series A due 2034 (the “Debentures”).

 Pursuant to an Agreement of Merger, dated as of August 31, 2009 (the “Agreement of Merger”), between Popular Capital
Trust II, a Delaware statutory trust (the “Trust”) and New Popular Capital Trust II, a statutory trust established pursuant to the Delaware Statutory Trust Act by the entering into that certain Declaration of Trust and Trust
Agreement, dated as of August 28, 2009, and by the execution and filing the Certificate of Trust, filed on August 28, 2009 (the “New Trust”), and a Certificate of Merger filed with the Secretary of State of the State of
Delaware at the Effective Time (as defined in the Agreement of Merger), the Trust merged with and into the New Trust at the Effective Time and each Capital Security issued and outstanding immediately prior to the Effective Time was converted at the
Effective Time into one 6.125% Capital Security (Liquidation Amount $25 per preferred security) of the New Trust (the “New Preferred Securities”) and each Common Security issued and outstanding immediately prior to the Effective
Time was converted at the Effective Time into one Common Security (Liquidation Amount $25 per security) of the New Trust (the “New Trust Common Securities” and, together with the New Preferred Securities, the “New Trust
Securities”). 
 Section 901(8) of the Indenture provides that the Company and the Trustee may, without the consent of any
Holder, enter into a supplemental indenture to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or
questions arising under the Indenture which shall not be inconsistent with any provision of the Indenture, provided that 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 any of the corresponding series of Capital Trust Securities issued by such Issuer Trust shall remain outstanding, the
holders of such Capital Trust Securities. 
 The Company delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate
pursuant to Section 903 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Supplemental Indenture have been complied with. 
 The Company has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements on the Trustee’s part
necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this Supplemental Indenture has been duly authorized in all respects. 







 NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debentures, as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.1. Definitions For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires: 
 (a) Terms defined in the Indenture or the New Trust Agreement (as defined herein) have the same
meaning when used in this Supplemental Indenture unless otherwise specified herein. 
 (b) The terms defined in this Article
have the meanings assigned to them in this Article, and include the plural as well as the singular. 
 (c) The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article,
Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture. 
 “New Guarantee
Agreement” means the Guarantee Agreement between the Company, as guarantor, and The Bank of New York Mellon, as guarantee trustee, dated as of August 31, 2009. 
 “New Trust Agreement” means the Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 31, 2009, among
the Company, as Depositor, the Guarantor, as guarantor, The Bank of New York Mellon, as the Property Trustee, BNY Mellon Trust of Delaware, as the Delaware Trustee, the Administrative Trustees named therein and the several Holders (as defined
therein). 
 ARTICLE II 
 AMENDMENTS 
 Section 2.1. Amendments 
 (a) From and after the Effective Time, each reference in the Indenture or the Debentures to the Trust Agreement shall be deemed to be a reference to the
New Trust Agreement, each reference in the Indenture or the Debentures to the Trust shall be deemed to be a reference to the New Trust, each reference in the Indenture or the Debentures to the Capital Trust Securities shall be deemed to be a
reference to the New Preferred Securities, each reference in the Indenture or the Debentures to the Common Securities shall be deemed to be a reference to the New Trust Common Securities and each reference in the Indenture or the Debentures to the
Trust Securities shall be deemed to be a reference to the New Trust Securities. 
 (b) Upon the cancellation of any Debentures pursuant to
Section 309 of the Indenture following any exchange of New Preferred Securities and New Trust Common Securities for Debentures pursuant to Section 4.9 of the New Trust Agreement, the Trustee, in its capacity as Security Registrar, 

  

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shall cause an annotation to be made on the certificate evidencing the Debentures to evidence the reduction in the principal amount thereof resulting from
such cancellation. 
 ARTICLE III 
 MISCELLANEOUS 
 Section 3.1. Effectiveness 
 This Supplemental Indenture will become effective upon its execution and delivery. 
 Section 3.2. Successors and Assigns 
 All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental Indenture, by the Company will bind its successors and assigns, whether so expressed or not. 
 Section 3.3. Further Assurances 
 The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the
rights granted to the Trustee under the Indenture, as supplemented and amended by this Supplemental Indenture. 
 Section 3.4. Effect
of Recitals 
 The recitals contained herein will be taken as the statements of the Company, and the Trustee does not assume any
responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
 Section 3.5. Ratification of Indenture 
 The Indenture as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and therein provided. 
 Section 3.6. Governing Law 
 This Supplemental Indenture will be governed by and construed in
accordance with the laws of the Commonwealth of Puerto Rico. 
 * * * * 
 This instrument may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will
together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties hereto
have caused this Supplemental Indenture to be duly executed as of the day and year first above written. 
  

			
	Popular North America, Inc.
		
	By 	 	 /s/ Jorge A. Junquera

	Name:	 	Jorge A. Junquera
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	Attest:
		
	By:	 	 /s/ Francisco Pericás


  

			
	Popular, Inc.
		
	By	 	 /s/ Jorge A. Junquera

	Name:	 	Jorge A. Junquera
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	Attest:
		
	By:	 	 /s/ Francisco Pericás


  

			
	 The Bank of New York Mellon,
     as Trustee

		
	By	 	 /s/ Joellen McNamara

	Name:	 	Joellen McNamara
	Title:	 	Senior Associate


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 Supplemental Indenture]