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d17859dex102p2i0
 
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POPULAR, INC. PUERTO RICO
NONQUALIFIED
 
DEFERRED COMPENSATION
 
PLAN
Effective August 1, 2008
THIS DOCUMENT CONSTITUTES PART
 
OF A
PROSPECTUS
 
COVERING
 
SECURITIES
 
THAT HAVE
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
3
INTRODUCTION
Popular,
 
Inc.
 
("Popular")
 
hereby
 
establishes
 
the
 
Popular,
 
Inc,
 
Puerto
 
Rico
Nonqualified
Deferred
 
Compensation Plan
 
(the
 
"Plan"),
 
as
 
set
 
forth
 
herein,
 
effective as
 
of
August
1,
2008.
The purpose of the Plan is to allow certain
 
employees of Popular
 
and its
affiliates
 
to
 
defer
 
receipt
of a
 
portion of
 
their compensation
 
in excess
 
of the
 
amounts
allowed
 
to
 
be
 
deferred under
 
the Popular, Inc. Puerto Rico Savings and Investment Plan
and to provide for payment of
discretionary deferred
 
compensation
 
to
 
certain
 
employees
 
of
Popular
 
and
 
its
 
affiliates, or
 
a
 
death
benefit
 
for
 
their beneficiaries.
The
 
Plan
 
is
 
an
 
unfunded
 
plan
 
of
 
deferred
 
compensation
 
for
 
a
 
select
 
group
 
of
management
or
 
highly
 
compensated
 
employees
 
of
 
Popular
 
and
 
its
 
affiliates
 
intended to
 
be
exempt from
 
the
 
provisions
 
of
 
Parts
 
2,
 
3
 
and
 
4
 
Title
 
I,
 
Subtitle
 
B
 
of
 
the Employee
Retirement
 
Income
 
Security Act
 
of
 
1974,
 
as
 
amended
 
("ERISA"). The
 
Plan
 
is
 
not
 
intended
to
 
be a tax
 
qualified
 
retirement
 
plan
 
under Section
 
1165
 
of the Pue1to
 
Rico
 
Internal
Revenue
 
Code
 
of
 
1994,
 
as
 
amended.
ARTICLE I. DEFINITIONS
As used herein,
 
the following
 
words and phrases
 
shall have
 
the meaning indicated
unless
otherwise defined or
 
required by the
 
context:
"Account"
 
shall
 
mean
 
a bookkeeping
 
reserve account
 
established
 
in the
 
books
 
of
Popular
reflecting the
 
total
 
amounts credited
 
to
 
a
 
Participant under
 
the
 
Plan.
"Active
 
Participant''
 
shall
 
mean,
 
with
 
respect
 
to
 
any
 
Plan
 
Year, a
 
Participant who
 
is
not an Inactive
 
Participant.
"Administrator"
 
shall mean
 
the
 
Popular,
 
Inc. Puerto
 
Rico
 
Benefits Committee
 
or
 
such
other person(s) designated as
 
such by
 
the
 
Board.
"Beneficiary" shall mean
 
the Participant's successors,
 
as determined
 
in accordance
with
the
 
applicable
 
laws
 
related to
 
legal
 
conjugal partnership
 
and
 
descent and
 
distribution
of
 
the Commonwealth of
 
Puerto Rico
 
or any
 
other applicable
 
jurisdiction.
"Board"
 
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
Popular.
"Cause"
 
shall mean
 
any of
 
the
 
following:
(i)
the willful dereliction by
 
the Participant of his duties
 
to Popular and its
affiliates,
(ii)
any
 
dishonest,
 
fraudulent
or
criminal
 
act
 
on
 
the
 
part
 
of
 
the
 
Participant that
either occurs in connection with his perfo1mance of services to Popular or its affiliates or
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adversely affects the reputation of Popular and its affiliates or
(iii)
the
 
willful failure
 
of
 
the
 
Participant to
 
comply with
 
the
 
lawful directives
of
the
 
Board, the
 
Board of
 
Directors of
 
his Employer
 
or of
 
any other
 
employee of
 
Popular
or
 
its affiliates who
 
has
 
superviso1y authority with
 
respect
 
to the
 
Participant.
"Change of Control" shall be deemed to have occurred if:
(i)
any
 
"person",
 
including
 
a
 
"group"
 
(as determined
 
in
 
accordance
with
Section 13(d)(3) of the
 
Securities Exchange Act of 1934), becomes the owner after the
Effective
Date,
 
directly or
 
indirectly by
 
purchase, merger,
 
exchange offer,
 
tender offer,
 
or
other
 
business
combination of voting securities of Popular representing fifty percent (50%)
or more
 
of the
 
then
outstanding voting
 
securities of
 
Popular; or
(ii)
Popular
 
transfers
 
substantially
 
all
 
of
 
its
 
assets
 
to
 
another
 
person
 
which
is not a
 
wholly owned
 
subsidiary or
 
parent of
 
Popular.
"CIC"
 
shall
 
mean
 
the
 
Popular,
 
Inc.
 
Corporate
 
Investment
 
Committee
 
or
 
such
other person(s) designated by the Board to oversee the investments of the Trust.
"Code" shall mean the Puerto Rico Internal Revenue
 
Code of 1994,
 
as amended
from time to
 
time.
"Compensation"
 
shall mean
 
the annual base salary,
 
cash incentives or
 
commissions,
cash
bonuses, Christmas
 
bonus, and profit
 
sharing amo1mts earned
 
by a Participant
 
from
the
 
Employer.
 
It shall not
 
include Employer
 
contributions or credits under
 
this or any
other
 
tax qualified or
 
nonqualified plan and
 
payments under
 
long-term incentive
 
plans.
"Deed
 
of
 
Trust''
 
shall
 
mean
 
the
 
deed
 
pursuant
 
to
 
which
 
Popular
 
declared
 
or
constituted the
 
Trust, pursuant
 
to Article
 
VII.
"Deferral Amount"
 
shall mean
 
the Participant
 
Deferral Amount
 
and the
 
Employer
Deferral Amount.
"Disability"
 
shall
 
mean
 
a
 
physical
 
or
 
mental
 
condition
 
resulting
 
from
 
bodily
injury,
 
disease or mental disorder which renders
 
the Participant incapable of continuing
employment
 
with
 
the Employer
 
and
 
qualifies
 
the
 
Participant
 
for
 
long-term
 
disability
income benefits
 
under
 
the Employer's
 
long-term
 
disability plan,
 
as determined
 
by the
insurer or
 
administrator of
 
that
 
long-te1m
 
disability
 
plan. If
 
a
 
Participant
 
is
 
not
 
covered
 
by
the
 
Employer's
 
long-term
 
disability
 
plan,
 
the
 
Administrator
 
will
 
determine
 
if
 
the
Participant’s
 
condition
 
renders
 
him
 
incapable
 
of
 
continuing
 
employment
 
with
 
the
Employer.
"Effective Date" of the Plan shall mean August 1, 2008.
5
"Election
 
Dates"
 
shall
 
mean
 
the
 
date
 
or
 
dates
 
during
 
a
 
Plan
 
Year selected
 
by
the Administrator
 
during
 
which
 
a
 
Participant
 
may
 
elect
 
to
 
defer
 
Compensation.
"Eligible Employee"
 
shall
 
mean
 
the Employee
 
who
 
meets
 
the
 
eligibility requirements
 
of
Section 2.01 of the
 
Plan.
"Employer"
 
shall mean
 
Popular and
 
any of
 
its affiliates
 
in Puerto Rico that
 
has
adopted
the
 
Plan.
"Employer Deferral
 
Amount"
 
shall mean
 
the
 
total amount
 
elected by an
 
Employer to
 
be
credited to
 
the Account
 
of a
 
Participant under
 
Section 3.02.
"Financial Hardship" shall
 
mean an event
 
constituting a "financial
 
hardship" under
the
terms of the Popular, Inc. Puerto Rico Savings and Investment Plan, as determined
by the Administrator.
"Inactive Participant"
 
shall mean
 
a Participant
 
who has
 
a balance
 
remaining in
his
Account and
 
who
 
either
 
has
 
incurred in
 
a
 
termination of
 
employment, or
 
has
 
suspended or
ceased
deferrals under the
 
Plan.
"Investment
 
Adjustment"
 
shall
 
mean
 
an
 
amount
 
equal
 
to
 
the
 
net
 
increase
 
or
 
decrease
in the
 
fair market
 
value of
 
an Account
 
during a
 
Plan Year
 
or other
 
period selected
 
by
the
Administrator
 
in
 
accordance
 
with
 
the
 
earnings
 
crediting
 
options
 
selected
 
by
 
the
 
Participant
from
time to
 
time,
 
exclusive of
 
the
 
effect
 
of
 
atty Deferral
 
Amount
 
credited for
 
such years·
or other period. Increases and
 
decreases
 
shall
 
include
 
such
 
items
 
as
 
realized
 
or
 
unrealized
investment gains
 
or
 
losses,
 
investment income
 
and,
 
at
 
the
 
discretion of
 
the Administrator,
may include
 
expenses of administering the Trust and the
 
Plan and income taxes paid
 
by
Popular on investment earnings
 
of
 
the
 
Trust. The rate
 
of
 
return,
 
positive
 
or
 
negative,
 
to
 
be
credited under
each earnings crediting
 
option is based
 
upon the actual performance of the
investment funds
 
or
securities designated by the
 
CIC from time to time,
 
including shares
of
 
stock
 
of
 
Popular,
 
computed
 
from
 
the
 
date
 
on
 
which
 
the
 
Trustee makes
 
the
 
investment.
Provided that
 
the
 
Trustee
 
may
 
invest
 
the
 
assets
 
of
 
the
 
Trust
 
in
 
short-term
 
obligations
before
 
investing
 
the
 
assets
 
in
 
investment
 
funds
 
or
 
securities
 
designated
 
by
 
the
Participants.
"Participant"
 
shall
 
mean
 
an
 
Eligible
 
Employee
 
who
 
has
 
become
 
a Participant
 
as
provided
under Article II.
"Participant
 
Deferral
 
Amount"
 
shall
 
mean
 
the
 
total
 
amount
 
of
 
Compensation
 
elected
 
by
a
Participant to be
 
deferred under
 
Section 3.01.
"Plan"
 
shall
 
mean
 
the
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Nonqualified
 
Deferred
Compensation
Plan, as
 
contained herein and
 
as
 
amended from time
 
to
 
time.
d17859dex102p6i0
 
 
6
"Plan
 
Year" shall
 
mean
 
the
 
twelve
 
month
 
period
 
beginning on
 
January
 
1 and
 
ending
on December 31.
"Popular" shall mean Popular, Inc., its successors and assignees.
"Termination
 
of Employment" shall mean the date on which a Participant ceases
his
employment with the Employer for any reason.
 
However, Termination
 
of Employment
shall not
include
 
the
 
transfer of
 
employment between Employers.
"Trust"
 
shall
 
mean
 
the
 
trust
 
declared
 
or
 
constituted
 
in
 
collection
 
with
 
this
 
Plan
 
and
 
all
of the assets
 
that are
 
held by the
 
Trustee thereunder.
"Trustee"
 
shall
 
mean
 
Banco
 
Popular
 
de
 
Puerto
 
Rico
 
or
 
the
 
party
 
or
 
parties
 
designated
as such under
 
the
 
Deed of
 
Trust.
"Valuation
 
Date" shall mean the date or dates during
 
a Plan Year
 
selected by the
Administrator. The last day of the Plan Year
 
shall be the Annual Valuation
 
Date.
ARTICLE II, ELIGIBILITY AND PARTICIPATION
Section 2.01 Eligibility.
Any employee of the
 
Employer shall be eligible to participate
 
in the
 
Plan if (i) his
annual
 
base salary from the Employer
 
is at least $100,000 or (ii) his sales commissions
earned from the
 
Employer during each
 
of the last
 
three years are at
 
least $85,000.
 
The
aforementioned annual base salary
 
and commission amounts shall be
 
revised every
 
three
years by
 
the Administrator.
 
Notwithstanding the above, any employee of the Employer
who is
 
a member
 
of the
 
Corporate
 
Leadership Circle of Popular shall not be eligible to
participate
 
in
 
the
 
plan
 
until
 
such
 
future
 
date decided by the
 
Board.
The Administrator shall notify each Eligible Employee of his eligibility to participate in the
Plan.
Section 2.02 Participation.
An
 
Eligible
 
Employee
 
shall
 
become
 
a
 
Participant
 
by
 
electing
 
to
 
defer
Compensation
 
under the Plan. An
 
Eligible Employee who has not otherwise become a
Participant shall become
 
a Participant
 
as of
 
the
 
date determined
 
by the
 
Employer
 
for
purposes
 
of
 
receiving a
 
credit
 
of
 
an Employer Deferral Amount under Section
 
3.02.
 
 
d17859dex102p7i0
7
 
ARTICLE III. DEFERRAL AMOUNTS
Section 3.01 Participant Deferral Amounts,
An Eligible Employee may elect to defer Compensation as provided in this Section.
(a)
A Participant
 
may
 
choose during the
 
Election Dates to defer up
 
to
80%
 
of his Compensation.
(b)
A deferral
 
election hereunder shall
 
be irrevocable, except
 
as provided in
(c)
below,
 
and
 
shall
 
be
 
effective
 
with
 
respect
 
to
 
Compensation
 
not
 
yet
 
earned
 
by
 
the
Participant;
provided, however,
 
that if a Participant
 
is declared to
 
be ineligible by
 
the
Administrator, any
deferral election then in effect with respect to such Participant shall be
revoked automatically
effective
 
with
 
respect
 
to
 
Compensation earned
 
after
 
the
 
Participant
is
 
declared
 
ineligible.
(c)
At any
 
time during
 
the
 
Plan
 
Year,
 
a Participant
 
may
 
revoke
 
his
defe1nl
election.
 
A
 
Participant
 
who
 
revokes
 
a
 
deferral
 
election
 
may
 
elect
 
to
 
defer
Compensation for
 
any
future calendar·
 
year.
(d)
A deferral election hereunder shall be in effect until it is modified
or revoked by the
 
Participant.
(e)
The
 
Participant
 
Deferral
 
Amount
 
shall
 
be
 
credited
 
to
 
the
Participant's
Account
 
as of
 
the
 
date on
 
which the
 
Compensation
 
subject
 
to
 
the deferral
otherwise would have
been paid.
Section 3.02 Employer Deferral Amounts.
Popular's Executive
 
Vice President
 
for People and Communications in conjunction
with another Senior Executive Vice
 
President or Executive Vice President of
 
Popular, may
elect
 
to
 
credit to the Account
 
of an Eligible Employee
 
an Employer
 
Deferral
 
Amount, as
determined in
their discretion.
ARTICLE IV.
 
ACCOUNTS
Section 4.01 Accounts.
The Administrator shall establish and maintain an Account in
 
the name of each
Participant, to which
 
the Administrator
 
shall credit and
 
debit Deferral
 
Amounts, Investment
Adjustments and withdrawals from time to time in accordance with this Plan.
8
Section 4.02 Investment Adjustment.
As
 
of
 
each
 
Valuation Date,
 
the
 
Administrator
 
shall
 
make
 
an
 
Investment
 
Adjustment
to the
 
Participant's Account for
 
the
 
period since
 
the preceding
 
Valuation Date.
ARTICLE V.
 
BENEFITS
Section 5.01 General.
Except as othe1wise provided below, a Participant shall
 
be entitled to payment of
a
 
benefit equal
 
to the
 
value of
 
his Account
 
at Termination of
 
Employment.
 
A
 
Participant
shall
 
be considered fully vested in
 
his Account
 
at all
 
times.
Section 5.02 Distribution Events.
(a)
Death.
In
 
the
 
event
 
of
 
the
 
Termination of
 
Employment
 
of
 
a
 
Participant
by
 
reason of
 
his death,
 
his
 
Beneficiary thereupon shall be
 
entitled to
 
a
 
benefit equal to
 
the
value
 
of his Account.
(b)
Termination
 
of
 
Employment.
In
 
the
 
event
 
of
 
a
 
voluntary
 
or
involuntary
Termination of Employment of a Participant, he
 
shall be entitled to
 
a benefit
equal
 
to
 
the
 
value
 
of his Account.
(c)
Disability.
In the
 
event
 
of
 
a Participant's
 
Disability,
 
he shall
 
be
entitled to a
 
benefit equal to
 
the
 
value of
 
his Account.
Section 5.03 Withdrawals during Participant's Service.
(a)
Financial
 
Hardship
 
Withdrawals
 
.
Notwithstanding
 
any
 
other
provision
of the Plan, if a Participant suffers
 
a Financial Hardship,
 
he may apply to
 
the
Administrator
 
for
 
a distribution
 
of
 
all
 
or
 
any
 
portion
 
of
 
his
 
Account
 
prior
 
to
 
the
 
time
 
it
 
would
otherwise
 
be
 
payable under the Plan. The amount of any Financial Hardship distribution
shall be limited
 
to the
amount necessary
 
to
 
relieve
 
the
 
Financial Hardship.
 
The
 
determination
of
 
whether
 
a
 
Participant
has a
 
Financial
 
Hardship
 
and
 
the
 
amount
 
which
 
qualifies
 
for
distribution, if
 
any, shall
 
be
 
made by
 
the
 
Administrator at
 
its
 
sole
 
discretion and
 
notified to
the Participant.
 
The Administrator's
determination shall be final, binding and
 
conclusive.
The Administrator
 
may
 
require
 
evidence of
the purpose
 
and amount of
 
the need and
 
may
establish
 
other
 
procedures
 
as
 
it
 
deems
 
appropriate.
(b)
Post
 
Secondary
 
Education
 
Withdrawals.
Once
 
per
 
year,
 
a
Participant
 
may apply to the Administrator for a distribution
 
of all or any portion of his
Account
 
prior
 
to
 
the time it
 
would otherwise
 
be
 
payable under
 
the
 
Plan, if
 
the
 
total amount
of
 
the
 
distributions
 
shall be used for the payment of post secondary education (including
room and board)
 
of a
Particip
ant's child. The Administrator may require evidence of the
Participant's
 
child's
 
post
 
secondary
 
education
 
expenses
 
and
 
may
 
establish
 
certain
9
procedures as
 
it deems
 
appropriate.
 
The
 
Administrator
 
will
 
only
 
approve
 
distributions
under this section
 
5.03(b) after Popular
 
has received
 
a
 
favorable
 
determination
 
letter
 
from
the Secretary
 
of the
 
Treasury
 
of Puerto
 
Rico
 
or an
 
opinion
 
of
 
counsel
 
stating
 
that
 
a
Participant's
 
right
 
to
 
receive
 
a
 
distribution
 
under
 
this
 
section
 
5.03(b)
 
does not
 
cause
current income
 
taxation
 
of
 
the
 
Account to
 
the
 
Participant.
ARTICLE VI. PAYMENT
 
OF BENEFITS
Section 6.01 Valuation
 
of Benefits.
The
 
valuation
 
of
 
an
 
Account
 
with
 
respect
 
to
 
any
 
benefit
 
hereunder
 
shall be
 
made
 
as
of
 
the Valuation Date coincident with or next
 
preceding the
 
date
 
of distribution.
Section 6.02 Conditions for Payment.
Before payment
 
of
 
any
 
benefit
 
hereunder,
 
the
 
Administrator
 
may
 
require
 
that
the Participant,
 
Beneficiary
 
or
 
their
 
legal
 
representatives,
 
as
 
a
 
condition
 
precedent
 
to
 
such
payment,
 
execute
 
a
 
receipt
 
and
 
release.
 
The
 
Administrator
 
may
 
offset
 
payment
 
of
benefits
 
under the
 
Plan
 
against any
 
outstanding
 
and
 
due
 
debt
 
of
 
the
 
Participant
 
or
Beneficiary
 
to
 
Popular
 
or
 
any
 
of
 
its
 
affiliates,
 
including
 
any
 
debt
 
arising
 
from
unauthorized,
 
dishonest,
 
fraudulent
 
or
 
illegal
 
acts
 
on
 
the part
 
of the
 
Participant
 
in
connection
 
with
 
the
 
performance
 
of
 
Participant's
 
services
 
to
 
Popular
 
or
 
any
 
of
 
its
affiliates.
Section 6.03 Time
of
Payment.
Generally, benefits under the Plan shall be paid (or begin to be paid) as soon as
reasonably practicable following the Participant's Termination
 
of Employment, Death
or Disability, but in no event more than thirty (30) days following such time.
Section 6.04 Form of Benefit Payment
.
Benefits under
 
the Plan shall
 
be paid in a single lump sum payable
 
in cash and
shares of
 
Popular's stock, to
 
the extent
 
that the Participant
 
elected an earnings
 
crediting
option consisting
 
of Popular stock.
 
A Participant whose Termination
 
of Employment
occurs
 
on
 
or
 
after
 
age
 
55
 
and 10
 
or
 
more
 
years
 
of
 
employment
 
with
 
Popular
 
and
 
its
 
affiliates
for reasons
 
other than Cause,
 
may
 
elect the
 
payment of benefits under the Plan
 
in
 
equal
annual
 
installments during
 
a
 
period
 
of
 
time not to exceed 10
 
years in an amount equal
 
to
or
 
greater than
 
$12,000,
 
as
 
elected by
 
the
 
Participant,
 
payable in
 
cash and
 
shares of
Popular's stock in the same proportion that the Participant's Account
 
invested in
 
shares
of
 
Popular's stock
 
and other
 
Plan investments
 
bears to
 
the total Account value. The first
annual installment shall be
 
paid on the first
 
quarter of the
 
calendar year following
 
the
termination of employment. A Participant may change his
 
d17859dex102p10i0
10
distribution
 
election
 
at
 
any
 
time. However,
 
the
 
applicable
 
distribution
 
election
 
shall
 
be
 
the
one in
 
effect six
 
months prior
 
to
 
the
 
Participant's Termination of Employment.
Upon the death
 
of a Participant,
 
benefits under
 
the Plan shall be paid in
 
a single
cash lump sum.
 
As soon as reasonably
 
possible after the
 
Administrator becomes aware
of a Participant's death,
 
the Administrator shall deposit
 
the amounts due under the
 
Plan
in the Participant's savings account
 
with Banco
 
Popular de
 
Puerto Rico. If
 
the Participant
does not
 
maintain a
 
savings account
 
with Banco
 
Popular de
 
Puerto Rico,
 
the
 
amounts due
under
 
the
 
Plan
 
shall
 
be
 
deposited
 
in
 
a
 
regular
 
savings
 
account
 
with
 
Banco
 
Popular
 
de
 
Puerto
Rico
 
in
 
the
 
name
 
of
 
the
 
Participant
 
for
 
future
 
payment to
 
the
 
Participant's Beneficiary.
 
For
purposes
 
of
 
this
 
Section 6.04,
 
Banco
 
Popular
 
de
 
Puerto
 
Rico's
 
regular
 
savings
 
account
 
is
 
the
Ahorro
 
a
 
Toda Hora
or
 
its equivalent.
Section 6.05 Change of Control.
Notwithstanding any other
 
provisions
 
of this
 
Plan to the
 
contrary,
 
benefits
 
payable
under
the
 
Plan
 
shall be
 
assumed by
 
a
 
successor entity
 
in
 
any case
 
of
 
a
 
Change of
 
Control.
ARTICLE VII. THE TRUST
Section 7.01 Constitution of Trust.
Popular will constitute the Trust as a source of funds to assist it in the
 
meeting of
its
 
liabilities under the
 
Plan.
 
The Trust shall be
 
intended to be
 
a
 
"grantor trust," of
 
which
Popular
 
is the grantor,
 
within
 
the
 
meaning
 
of
 
Section
 
1167
 
of
 
the
 
Code. The
 
principal
 
of
 
the
Trust,
 
and
 
any earnings
 
thereon,
 
shall
 
be
 
held
 
separate
 
and
 
apart
 
from
 
other
 
funds
 
of
 
Popular
and
 
shall be
 
used exclusively for
 
the
 
uses
 
and purposes
 
of
 
Participants
 
and
 
Beneficiaries as
general
 
creditors
 
of Popular. Participants and Beneficiaries shall
 
have no preferred claim
to, or
 
any beneficial
 
ownership
 
interest
 
in,
 
any
 
assets
 
of
 
the
 
Trust. Any rights
 
created
 
under
the
 
Plan
 
and
 
the
 
Trust
shall
 
be
 
mere
 
unsecured
 
contractual
 
rights
 
of
 
Participants
 
and
Beneficiaries against Popular.
 
Any
assets held by
 
the Trust
 
will be
 
subject to
 
the claims
 
of
Popular's
 
general
 
creditors
 
under
 
federal and state
 
law
 
in the
 
event of Popular's
 
insolvency
or bankruptcy.
Section 7.02 Payments by Trustee.
The Trustee
 
shall pay the
 
benefit attributable
 
to the
 
Account of
 
each Participant at
such time
 
and in
 
such manner as
 
provided under
 
Articles V
 
and VI,
 
at the
 
direction of
the
 
Administrator
 
and
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
 
Deed
 
of
 
Trust,
 
provided,
however,
 
payments by the
 
Trustee shall be
 
made only to
 
the
 
extent of
 
amounts which are
deposited to the
Trust and
 
Investment
 
Adjustments with respect thereto.
 
Payments by the
Trustee hereunder shall
satisfy in
 
whole or
 
in part,
 
the
 
obligation of
 
Popular to
 
pay benefits
11
under
 
the
 
Plan.
ARTICLE VIII. PLAN ADMINISTRATION
Section 8.01 Authority of Administrator.
The
 
Administrator
 
shall
 
administer,
 
construe
 
and
 
interpret
 
the
 
Plan,
 
in
 
its
 
sole
discretion.
The
 
construction
 
and
 
interpretation
 
of
 
any
 
provision
 
of
 
the
 
Plan
 
by
 
the
Administrator
 
shall
 
be final and binding upon all
 
persons.
Section 8.02 Delegation.
The Administrator may, in its sole discretion, delegate any of
 
their duties under the
Plan
to
 
an
 
officer
or
 
employee of
 
Popular (or
 
committee thereof).
Section 8.03 Records and Rules.
The Administrator shall keep written records sufficient to reflect the identity of
Participants and Account balances. It shall
 
adopt such rules as
 
it shall deem
 
reasonable
and appropriate to
 
the
 
administration
 
of the
 
Plan.
Section 8.04 Claims Procedure.
Claims for
 
benefits
 
under the
 
Plan shall be filed
 
with the Administrator
 
on fo1ms
supplied by
 
the
 
Administrator. If
 
the
 
Administrator determines
 
that
 
a
 
claim
 
of
 
a
 
Participant
 
or
Beneficiary
shall be
 
denied, then
 
the
 
following provisions shall
 
govern:
(a)
Disposition
 
of
 
Claim.
 
Written
 
notice
 
of
 
the
 
disposition
 
of
 
a
 
claim
 
shall
be furnished to
 
the claimant with
 
ninety (90) days
 
after the application
 
is filed. If
 
special
circumstances
 
require
 
an
 
extension
 
of
 
time
 
for
 
processing
 
the
 
initial
 
claim,
 
a
 
written
 
notice
 
of
 
the
extension and
 
the reason
 
therefore shall
 
be
 
furnished to the
 
claimant before
 
the
 
end of
 
the
initial ninety-day
 
period.
 
In
 
no
 
event
 
shall
 
such
 
extension
 
extend
 
beyond
 
ninety
 
(90)
 
days.
 
If
a
 
claim
 
is denied, the Administrator
 
shall provide
 
the claimant
 
with written
 
notice setting
forth (i) the
specific reason for
 
the denial, (ii)
 
specific reference to
 
pertinent Plan provisions
upon which
 
the
denial
 
is based,
 
(iii)
 
a
 
description of
 
any
 
additional material
 
or
 
information
necessary for
 
the
 
claimant to perfect
 
the claim, and
 
(iv) an
 
explanation of the
 
claimant's
rights
 
with
 
respect
 
to
 
the claims review
 
procedure.
(b)
Claims
 
Review. If
 
a
 
claim
 
for
 
benefits
 
is
 
denied
 
or
 
if
 
the
 
claimant
 
has
had
 
no
 
response
 
to
 
such
 
claim
 
within
 
ninety
 
(90)
 
days
 
of
 
its
 
submission
 
(in
 
which
 
case
 
the
claim
 
for
benefits shall
 
be deemed to
 
have been
 
denied), the claimant
 
or his
 
duly authorized
representative
shall
 
have
 
the
 
right
 
to
 
(i)
 
request
 
a
 
review
 
of
 
the
 
denial
 
of
 
benefits by
 
written
notice
 
delivered
 
to the
 
Administrator within
 
sixty
 
(60)
 
days
 
of
 
the
 
receipt
 
of
 
written
 
notice
of denial or
 
sixty (60)
 
days from the date the claim is deemed to be denied, (ii) review
pe1iinent
 
documents, and
 
(3) submit issues and comments in
 
writing.
12
(c)
Decision on
 
Review. The Administrator shall,
 
upon receipt
 
of a
 
request
for
review
 
submitted
 
by the
 
claimant
 
in accordance
 
with subsection
 
(b), appoint
 
such
person or
 
persons (review
 
panel),
 
in
 
its
 
complete
 
discretion,
 
to
 
conduct
 
such
 
review, and
 
to
provide the
claimant
 
with written notice
 
of the
 
decision reached
 
by the
 
review panel setting
forth the
 
specific
reasons
 
for the
 
decision and
 
references to
 
the provisions
 
of
 
the
 
Plan upon
which
 
the
 
decision
 
is based.
 
Such
 
notice
 
shall
 
be
 
delivered
 
to
 
the
 
claimant
 
not
 
later
 
than
 
sixty
(60)
 
days
 
following
 
the
 
receipt
 
of
 
the
 
claimant's
 
request,
 
unless
 
the
 
Administrator
determines
 
that
 
a
 
hearing
 
is
 
needed.
 
If an
 
extension of
 
time
 
is required
 
to conduct
 
a
 
hearing,
written
 
notice of
 
the extension
 
shall
 
be
 
furnished to the claimant
 
before the end of the
original sixty (60) day
 
period. If the
 
decision on
 
review is not furnished
 
within
 
the time
specified above,
 
the
 
claim shall
 
be
 
deemed denied
 
on review.
Section 8.05 Correction of Errors.
If
 
an
 
error
 
in
 
calculation
 
or
 
administration
 
results
 
in
 
any
 
Participant
 
or
Beneficiary receiving from
 
the
 
Plan
 
more
 
or
 
less
 
than
 
he
 
should
 
receive,
 
the
 
Administrator,
upon
 
discovery of
 
such
 
error,
 
shall
 
correct
 
the
 
error
 
by
 
adjusting,
 
as
 
far
 
as
 
is
 
practicable,
 
the
payments
 
in
 
such
 
a manner
 
that
 
the
 
benefits
 
to
 
which
 
such
 
person
 
was
 
correctly
 
entitled
 
shall
be paid. Popular shall
 
have the right to recover from
 
the Participant or Beneficiary
 
any
amounts
 
paid
 
in
 
excess
 
of
 
the amounts due under the
 
Plan.
ARTICLE IX. PLAN AMENDMENT AND TERMINATION
The
 
Board, in
 
its
 
discretion, shall
 
have the
 
right at
 
any time
 
to
 
modify, alter, amend
or terminate
 
the
 
Plan
 
in
 
whole
 
or
 
in
 
pa1t
 
by
 
resolution
 
communicated
 
to
 
Participants
 
not
 
later
than sixty (60)
 
days following adoption.
 
No amendment shall
 
have the
 
effect of reducing
a Participant's
 
benefit accrued
 
to the
 
date of
 
the amendment.
 
No amendment
 
shall operate
to
increase the duties and
 
responsibilities of the Trustee
 
except by
 
written instrument
 
duly
executed
by
 
and
 
between
 
Popular and
 
the
 
Trustee.
 
Upon
 
termination of
 
the
 
Plan, the
 
Board
may
 
cause
 
all benefits under the
 
Plan
 
to become
 
immediately payable.
ARTICLE X. MISCELLANEOUS PROVISIONS
Section 10.01 Employment Rights.
No
 
provision of
 
the
 
Plan shall
 
be
 
deemed to
 
abridge
 
or
 
limit
 
any
 
managerial right
 
of
the
 
Employer,
 
or
 
to
 
give
 
any
 
employee
 
or
 
Participant
 
the
 
light
 
to
 
be
 
retained
 
in
employment. By
 
participation
 
in
 
the
 
Plan,
 
each
 
Participant,
 
on
 
behalf
 
of
 
himself,
 
his
heirs,
 
assigns
 
and
 
Beneficiary,
 
shall
 
be
 
deemed
 
conclusively
 
to
 
have
 
agreed
 
to
 
and
accepted the terms and conditions of the
 
Plan.
13
Section 10.02 Nonalienation of Benefits,
Except
 
as
 
otherwise
 
provided
 
by
 
law, no
 
benefit
 
or
 
distribution
 
under
 
the
 
Plan
 
shall
be
subject either
 
to
 
the
 
claim
 
of
 
any
 
creditor
 
of
 
a
 
Participant
 
or
 
Beneficiary other
 
than
 
Popular
and
 
its affiliates, or to
 
attachment, garnishment, levy,
 
execution or other legal or equitable
process by
any creditor of
 
such person
 
other than
 
Popular and its
 
affiliates, and no such
person
 
shall
 
have any
 
right
 
to
 
alienate,
 
anticipate
 
or
 
assign
 
all
 
or
 
any
 
portion
 
of
 
any
 
benefit
or
 
distribution
 
under the
 
Plan. The
 
Plan shall
 
not be
 
liable for
 
or subject
 
to the
 
debts,
contracts, liabilities, engagements or
 
torts
 
of any
 
person entitled
 
to benefits
 
hereunder.
If
 
benefits
 
of
 
any
 
Participant
 
or
 
Beneficiary
 
are
 
garnished
 
or
 
attached,
 
the
Administrator
may seek a declaratory judgment in a court of competent jurisdiction to
determine
 
the
 
proper
recipient of
 
the benefits
 
to be
 
paid by
 
the
 
Plan. During
 
the
 
pendency of
such
 
action, any
 
benefits that
 
become
 
payable may
 
be
 
paid into
 
the
 
cou1t to
 
be
 
distributed by
the court
 
as
 
it deems
 
proper
at the
 
conclusion of
 
the action.
Section 10.03 Withholding and Deductions.
All payments made
 
by Popular or
 
Trustee under
 
the Plan to
 
any Participant or
Beneficiary shall
 
be
 
subject
 
to applicable
 
withholding and
 
to
 
such
 
other
 
deductions as
 
shall
 
at
the
time of
 
such payment
 
be required
 
under any
 
income tax
 
or other
 
law,
 
whether of
the Commonwealth of
 
Puerto
 
Rico,
 
the
 
United
 
States
 
or
 
any
 
other
 
jurisdiction, and,
 
in
 
the
case
 
of payments
 
to a
 
Beneficiary,
 
the delivery
 
to
 
the Administrator
 
of all
 
necessary
waivers,
qualifications
 
and other
 
documentation, Determinations
 
by
 
the
 
Administrator as
 
to
withholding
with
 
respect thereto
 
shall be
 
binding on
 
the
 
Participant
 
and any
 
Beneficiary.
Section 10.04 Incapacity.
If
 
any
 
Participant
 
or
 
Beneficiary
 
is
 
a
 
minor,
 
or
 
is
 
in
 
the
 
judgment
 
of
 
the
Administrator otherwise
 
legally incapable
 
of
 
receiving and
 
giving
 
a
 
valid receipt
 
for
 
any
payment
 
due
 
him
hereunder, the
 
Administrator
 
may, unless
 
and
 
until
 
a
 
claim
 
shall
 
have
 
been
made by
 
a guardian
or
 
conservator of
 
such
 
person
 
duly appointed
 
by
 
a
 
court
 
of competent
jurisdiction,
 
direct
 
the Trustee
 
that
 
payment
 
be
 
made
 
to
 
such
 
person's
 
spouse,
 
child,
 
parent,
brother
 
or
 
sister, or
 
other
 
person deemed by the
 
Administrator to
 
be a proper person to
receive such payment. Any
payment so
 
made
 
shall be
 
a
 
complete discharge
 
of
 
any
 
liability
under
 
the
 
Plan
 
for
 
such
 
payment.
Section 10.05 Effect on Invalidity of Provision.
If any provision of the Plan is held invalid or· unenforceable,
 
such invalidity or
unenforceability
 
shall not
 
affect any
 
other provisions hereof,
 
and the
 
Plan shall
 
be construed
and
enforced as
 
if
 
such
 
provision had
 
not been included.
d17859dex102p14i0
14
Section 10.06 Rights of Participants and Beneficiaries.
The
 
Plan and
 
Trust shall
 
at all times
 
constitute an
 
unsecured promise
 
of Popular
 
to
pay benefits under the
 
Plan as
 
they come
 
due. The
 
right of a
 
Participant or Beneficiary to
receive benefits hereunder
 
shall be
 
solely an
 
unsecured claim
 
against the
 
general assets
 
of
Popular. A
 
Participant or
 
Beneficiary shall have no
 
claim
 
against or
 
rights
 
in
 
any
 
specific
assets
 
of
 
Popular and all assets
 
of the
 
Trust shall be
 
deemed general assets of
 
Popular.
Section 10.07 Discretion of Administrator.
The Administrator shall
 
have the
 
sole and
 
absolute discretion to
 
take or
 
not to
 
take
such
 
actions as may be necessary
 
or appropriate for the administration of
 
the Plan. The
exercise of
 
such
 
discretion
 
shall
 
not
 
be
 
subject
 
to
 
question
 
or
 
review
 
by
 
any
 
person,
unless the Administrator's
 
exercise of
 
discretion was arbitrary
 
and capricious.
Section 10.08 Construction.
In the construction
 
of the Plan, the masculine shall
 
include the feminine and the
singular the
 
plural
 
in, all cases
 
where
 
such meanings would be
 
appropriate.
Section 10.09 Controlling Law.
The laws
 
of the
 
Commonwealth of
 
Puerto Rico
 
shall be
 
the controlling
 
state
 
law
 
in
all matters
 
relating
 
to
 
the
 
Plan
 
and
 
shall
 
apply
 
to
 
the
 
extent
 
that
 
it
 
is
 
not
 
preempted by
 
federal
law.
IN
 
WITNESS WHEREOF, Popular has caused
 
this Plan
 
to be
 
signed by
 
its duly
 
authorized
officer and adopted as of the 1st day of August, 2008.
POPULAR, INC.
By:
Eduardo J. Negr6n
Executive Vice President
d17859dex102p15i0
15
CERTIFICATE
 
OF RESOLUTION
The undersigned, as
 
Assistant Secretary of
 
the Board of
 
Directors of Popular,
 
Inc.
(the "Corporation"),
 
does hereby certify that at
 
a meeting of the Board
 
of Directors of the
Corporation
 
held on
 
the
 
18
th
 
day
 
of
 
February
 
2011
 
at which
 
a
 
quorum
 
was
 
present,
 
and
acting throughout,
 
a resolution
 
was duly and regularly adopted,
 
which is in
 
full force and
effect and unrescinded, and which reads as
 
follows:
WHEREAS,
effective
 
as
 
of
 
August
 
1,
 
2008,
 
Popular,
 
Inc.
 
(the
"Corporation"),
 
established
 
the
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Nonqualified
Deferred
 
Compensation
 
Plan
 
(the "Plan"),
 
an unfunded
 
plan which
 
is
 
not
intended
 
to be a tax
 
qualified
 
retirement
 
plan under
 
Section 1081.01 of the
Internal Revenue
 
Code for a New
 
Puerto
 
Rico
 
nor
 
its
 
predecessor
 
Section
1165 of the Puerto Rico
 
Internal Revenue Code of 1994, as amended; and
WHEREAS,
the
 
purpose
 
of
 
the
 
Plan
 
is
 
to
 
allow
 
a
 
select
 
group
 
of
management
 
and
 
highly
 
compensated
 
employees
 
of
 
Popular
 
and
 
its
 
affiliates
 
to
defer
 
receipt
 
of
 
a
 
portion
 
of
 
their
 
compensation
 
in
 
excess
 
of
 
the
 
amounts
allowed
 
to
 
be
 
deferred
 
under
 
the
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Savings
 
and
Investment
 
Plan
 
and
 
to
 
provide
 
for
 
payment
 
of
 
discretionary
 
deferred
compensation to certain employees
 
of
 
Popular
 
and
 
its affiliates,
 
or
 
a
 
death
benefit for their beneficiaries; and
WHEREAS,
the Plan excluded from participation certain
 
corporate
officers
 
referred
 
to
 
at
 
the
 
time
 
of
 
the
 
establishment
 
of
 
the
 
Plan
 
as
 
the
Corporate Leadership Circle of the Corporation; and
WHEREAS,
the Corporation wishes
 
to amend the
 
Plan to allow
 
all
employees of the Corporation to be eligible to
 
participate; and
WHEREAS,
effective January
 
1, 2011 the
 
Internal Revenue
 
Code
 
for
a
 
New
 
Puerto Rico
 
replaced and
 
superseded the
 
Puerto
 
Rico
 
Internal
 
Revenue
Code
 
of
 
1994, as amended,
 
and the Corporation wishes to amend the Plan to
reflect such
 
change.
NOW,
 
THEREFORE, BE IT
RESOLVED,
that the
 
Corporation hereby
 
amends the
 
Plan
 
to remove
any
 
restrictions
 
on
 
participation
 
in
 
the
 
Plan
 
and
 
to
 
bring
 
the
 
plan
 
into
compliance with
 
the
 
New
 
Code,
 
effective
 
as
 
of
 
the
 
date
 
indicated
 
in
 
each
individual
 
amendment
 
in
 
the
 
form
 
presented
 
at
 
this
 
meeting
 
and
 
attached
hereto as
 
Exhibit A.
d17859dex102p16i0 d17859dex102p16i1
16
FURTHER
 
RESOLVED,
that
 
Eduardo
 
J.
 
Negron,
 
Executive
 
Vice
President,
Administration Group, acting singly or jointly,
 
to take all actions,
and
 
execute
 
all
 
documents,
 
including
 
without
 
limitation,
 
the
 
execution
 
of
contracts,
 
agreements,
 
deeds,
 
and
 
other
 
documents
 
to
 
effectuate
 
the
foregoing
 
resolution.
IN WITNESS WHEREOF,
I have hereunto set my hand and affixed
 
the seal of
this Corporation in San Juan, Puerto Rico this
 
22
nd
 
day of February 2011.
d17859dex102p17i0
17
EXHIBIT A
POPULAR INC. PUERTO
 
RICO
NONQUALIFIED DEFERRED COMPENSATION
 
PLAN
1.
Effective
 
January
 
1,
 
2011,
 
the
 
Popular,
 
Inc.
 
Nonqualified
 
Deferred
Compensation Plan
 
(the
 
"Plan")
 
is
 
amended to
 
provide
 
that
 
eve1yreference
 
to
 
a
 
Section
 
of
 
the
Puerto
 
Rico Internal
 
Revenue Code of
 
1994, as amended, shall
 
be deemed a
 
reference to its
counterpart in the Internal Revenue Code for a New Puerto
 
Rico.
2.
Effective
 
March
 
2, 2011,
 
Section
 
2.01
 
of the Plan
 
is
 
hereby amended
 
and
restated to read in its entirety as
 
follows:
Section 2.01 Eligibility
Any
 
Employee of
 
the
 
Employer shall be eligible
 
to participate
 
in the
 
Plan if
(i) his annual base salary from the Employer
 
is at least $100,000 or (ii) his
 
sales
commissions earned
 
from
 
the
 
Employer during
 
each
 
of
 
the
 
last
 
three
 
years
 
are
 
at
 
least
$85,000. The aforementioned annual
 
base
 
salary
 
and commission
 
amounts shall
be revised every three years by the Administrator.
The
 
Administrator shall notify
 
each Eligible Employee
 
of his
 
eligibility to
participate.
 
d17859dex102p18i0
 
18
POPULAR, INC.
PUERTO RICO
 
NONQUALIFIED DEFERRED
COMPENSATION PLAN AMENDMENT NO. 2014-1
The
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Nonqualified
 
Deferred
 
Compensation
 
Plan
(the
 
"Plan")
 
is
 
hereby
 
amended
 
effective
 
August
 
15,
 
2014
 
to
 
allow
 
for
 
in-service
withdrawals
 
to
 
prepay
 
income
 
tax
 
on
 
Account
 
balances
 
in
 
the
 
Plan
 
pursuant
 
to
 
the
provisions
 
of
 
Act
 
77-2014
 
and
 
Puerto
 
Rico
 
Department
 
of
 
the
 
Treasury
 
Administrative
Determination 14-16.
1.
A new Section
 
5.03(c)
 
is added to
 
the
 
Plan to
 
read in its
 
entirety as
follows:
"(c) Special Temporary
 
In-Service Withdrawal Feature
Effective
 
August
 
15,
 
2014
 
and
 
ending
 
on
 
October
 
31,
 
2014,
 
subject
 
to
 
such
uniform,
 
non-discriminatory
 
rules
 
and
 
procedures
 
as
 
the
 
Administrator
 
may
 
determine,
Participants shall be allowed to
 
make an in-service withdrawal from
 
their vested Account
balance to prepay the 15% tax enacted
 
by Act 77-2014 on their Account balance under
 
the
Plan."
Chairperson
Popular, Inc. Benefits Committee
Date: 8/25/2014
19
POPULAR, INC.
 
PUERTO
 
RICO
 
NONQUALIFIED
DEFERRED COMPENSATION
 
PLAN
AMENDMENT 2016-1
The
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Nonqualified
 
Deferred
 
Compensation
 
Plan
(the "Plan") is
 
hereby amended effective
 
as of the
 
date indicated in
 
each individual
amendment.
1.
Effective
 
January
 
1,
 
2016,
 
the
 
term
 
“
 
Excess
 
Before-Tax
Contributions" is added to Article I of
 
the Plan in alphabetical order:
"Excess Before-Tax
 
Contributions" shall
 
mean before
 
tax contributions
to
 
the
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Savings
 
and
 
Investment
 
Plan
 
that
 
are
distributed to a Participant due to an ADP test failure in such plan."
2.
Effective
 
January
 
1,
 
2016,
 
the
 
following
defined
terms are restated to read as follows:
"'Election Dates” shall mean the date or dates
 
during a Plan
 
Year selected
by the
 
Administrator
 
during
 
which
 
a Participant
 
may elect
 
to defer
 
Compensation
and/or
 
Excess
 
Before-Tax
 
Contributions.
"Participant Deferral Amount" shall mean
 
the total amount of
Compensation and/or
 
Excess Before
 
-Tax
 
Contributions elected
 
by a
Participant to be deferred under Section 3.01."
3.
Effective January 1, 2016, Section 2.02 is restated to read as follows:
"Section 2.02
 
Participation.
An Eligible
 
Employee shall
 
become a
 
Participant by
 
electing
to defer
 
Compensation and/or
 
Excess Before-Tax Contributions under
the
 
Plan.
 
An
 
Eligible
 
Employee
 
who
 
has
 
not
 
otherwise
 
become
 
a
Participant shall become
 
a Participant as
 
of the date
 
determined by the
Employer for purposes of receiving a credit of an
 
Employer Deferral
Amount under Section 3.02
20
4.
 
Effective January 1, 2016m Section 3.01 is restated to read as follows:
"Section
 
3.01 Participant Deferral
 
Amounts.
An Eligible
 
Employee may elect
 
to defer Compensation
 
and/or
Excess Before-Tax
 
Contributions as provided in this Section.
(a)
A
 
Participant
may
choose
 
during
 
the
 
Election
Dates
 
to
 
defer
 
up
 
to
80%
of
 
his
 
Compensation
 
and
100%
of
 
any
Excess Before-Tax
 
Contributions.
(b)
A
 
deferral
 
election
 
hereunder
 
shall
 
be
irrevocable,
 
except
 
as
 
provided
 
in
 
(c)
 
below,
 
and
 
shall
 
be
 
effective
with respect to Compensation not yet earned by the
 
Participant and/or
Excess
 
Before-Tax
 
Contributions
 
not
 
yet
 
declared;
 
provided,
however,
 
that
 
if
 
a
 
Participant
 
is
 
declared
 
to
 
be
 
ineligible
 
by
 
the
Administrator, any deferral election then in
 
effect with respect to
 
such
Participant
 
shall
 
be
 
revoked
 
automatically
 
effective
 
with
 
respect
 
to
Compensation
 
earned
 
and/or
 
Excess
 
Before-Tax
 
Contributions
declared, after the Participant is declared
 
ineligible.
(c)
At any
 
time during
 
the Plan
 
Year,
 
a Participant
may revoke his
 
deferral election. A
 
Participant who revokes a
 
deferral
election may elect to
 
defer Compensation and/or Excess
 
Before­ Tax
Contributions for any future calendar
 
year.
(d)
A deferral
 
election hereunder
 
shall be in effect
 
until it is
modified or
 
revoked by
 
the Participant.
The Participant Deferral Amount shall be credited
 
to the Participant's Account as
of the date on which the Compensation subject
 
to the deferral otherwise would
have been paid and as of the date
 
the Excess Before­ Tax
 
Contributions subject
to the deferral are declared."
d17859dex102p21i0
 
21
r
I
(
POPULAR, INC. BENEFITS COMMITTEE
PM
A
DOC
#449303
-
v3
 
 
22
POPULAR,
INC.
PUERTO RICO
NONQUALIFIED
DEFERRED
COMPENSATION
PLAN
AMENDMENT 2018-1
The Popular, Inc. Puerto
 
Rico
Nonqualified
D
efe
rred
Compensation Plan (the
"
Plan
")
is
hereby
amended
e
ff
ect
i
ve
as of
the
date
indicated
in
e
a
c
h individual
amendment.
1.
Ef
fective
November
1,
2018, the
 
term
"C
ompensation" in
Article
I
of
the
Plan
is
 
restated to read as follow
s:
'"
Compensation
"
shall mean
the
annua
l
base salary,
cash
incenti
ves
or
commissions,
 
cash
bonuses
,
Christmas
bonus
,
payments
 
made
 
under
 
a
W
indo
w
Pro
gra
m
within
90-days
of
Termination
of Employment
 
and profit
sharing
amounts
earned
b
y
a
Participant
 
from
 
th
e
Employer.
It
shall
not
include
Emp
l
oyer
 
contributions
or
credits
under this
or any
other tax
 
qualified
or
nonqualified
plan and payments under
long-term incentive plans.
"'
2.
Effective
November
1
,
2018,
 
a
new
definition
 
for
 
the
te1m
"
 
W
indow
Program
"
i
s
 
added
to
Article
I of
the Plan
in
alphabetical
order to read
as
 
follows:
" '
Window Program"
s
hall
mean a temporary program
estab
lish
e
d
by
an
 
Employer
in
connection
 
with
 
an
impending
s
eparation
 
from
se
rvice
 
to
provide separation
pay
(which
ma
y
include incentives),
where such program
is made
 
available for
a limited
period of
time
(no
longer than 12
months)
to
Employees
 
who
 
separate
 
from
 
service
durin
g
that
 
period
 
or
 
to
 
Emp
l
oyees
w
ho
se
parat
e
from
 
service
 
during
 
that
 
period
 
under
specified
circumstances."'
d17859dex102p23i0
23
POPULAR, INC. B
ENEF
ITS
COMMITTEE
 
d17859dex102p24i0
24
POPULAR, INC.
PUERTO RICO
 
NONQUALIFIED DEFERRED COMPENSATION
 
PLAN
AMENDMENT
2023-1
The Popular,
 
Inc.
Puerto Rico
 
Nonqualified
 
Deferred
 
Compensation
 
Plan
(the
"
Plan"
 
) is
 
hereby amended
effective as
 
of
the
 
date
 
indicated in
each
individual amendment.
1.
Effective
January
 
1
,
2024,
the
 
first
paragraph
 
of
 
Section
 
6.04
is
restated
to read
as follows:
"Benefits
under the
Plan shall
 
be
paid in
a single
lump
sum
payable in
cash and shares of
Popular's
stock
,
to the extent that the
Participant
 
elected
 
an
earnings
crediting
 
option
 
consisting
 
of
Popular
 
stock.
 
A
Participant
whose
 
Termination
 
of
 
Employment
occurs
on
or after ag
e
55 and
10
or
more
years
of
employment with
Popular
and
 
its
 
affiliates
 
for
 
reasons
other than
Cause
,
may
elect
the
payment
of
benefits under the
Plan
in
equal annual
installments
during
a
period
of time
of not less
than 2
 
years and not
to
exceed
10
years
,
payable
in
cash and shares of
Popular's
stock
in
the
 
same
proportion
that
 
the
Participant's
 
Account
invested
 
in
shares
 
of
Popular's
stock and
mutual
funds
b
e
ars
to the total
 
Account
value.
The
first
annual
installment
shall
be paid
on
the first quarter
of
the
calendar
 
year
 
following
the
termination
 
of
 
employment.
A
Participant
may
change
 
his
distribution
 
election
 
at
 
any
time.
However
,
the
applicable
 
distribution
 
election
 
shall
be
the
 
one
in
effect
 
six
months
prior
to
the
Participant's
Termination
 
of
E
mployment."
POPULAR, INC. BENEFITS COMMITTEE
25
 
26
POPULAR, INC.
PUERTO RICO
 
NONQUALIFIED DEFERRED COMPENSATION
 
PLAN
AMENDMENT
 
2025-1
The Popular, Inc. Puerto
 
Rico Nonqualified Deferred Compensation Plan
(the "Plan") is hereby amended effective
 
as of the date hereof.
1.
The first paragraph of Section 6.04 is restated
 
to read as follows:
 
"Benefits under the
 
Plan shall
 
be paid in a single
 
lump sum payable
in cash
 
and
 
shares
 
of Popular
'
s
 
stock
,
 
to
 
the extent
 
that
 
the Participant
elected an earnings crediting opt
i
on
consisting of
 
Popular stock
.
A Participant
 
whose Termination
 
of Employment
 
occurs on
or
 
after
 
age
 
55
 
and
 
10
 
or
 
more
 
years
 
of
 
employment
 
with
 
Popular
 
and
 
its
 
affiliates
 
for
reasons other
 
than Cause, may
 
elect the
 
payment of benefits under the
 
Plan in equal
 
annual
installments
 
during a period
 
of
 
time of
 
not less
 
than 2
 
years
 
and
 
not
 
to exceed
 
10 years
,
payable in cash and shares of Popular
'
s stock in
 
the same proportion
 
that the Participant's
Account invested in
 
shares of Popular
'
s stock
 
and mutual funds bears to the
 
total Account
value.
 
The first annual
 
installment shall
 
be paid
 
on the
 
first quarter
 
of the
 
calendar year
following
 
the
 
termination
 
of
 
employment.
 
A
 
Participant
 
may
 
change
 
his
 
distribution
election at any
 
time. However
,
the applicable distribution election
 
shall be the one
 
in
effect
thirty (30) days prior to the Participant's Termination
 
of Employment."
d17859dex102p27i0
27
POPULAR, INC. BENEFITS COMMITTEE