POPULAR FINANCIAL HOLDINGS DEFERRAL PLAN

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EXHIBIT 4.3

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS

COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED

POPULAR FINANCIAL HOLDINGS, INC.

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 2005

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TABLE OF CONTENTS

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PAGE

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ARTICLE I - PURPOSE.................................................. 1

ARTICLE II - DEFINITIONS............................................. 1

ARTICLE III - ALLOCATION OF DEFERRED COMPENSATION.................... 3

ARTICLE IV - VESTING................................................. 3

ARTICLE V - ENTITLEMENT DEFERRED TO COMPENSATION..................... 4

ARTICLE VI - FUNDING OF DEFERRED COMPENSATION........................ 5

ARTICLE VII - DEATH BENEFIT.......................................... 5

ARTICLE VIII - DESIGNATION OF BENEFICIARIES.......................... 6

ARTICLE IX - ADMINISTRATION.......................................... 6

ARTICLE X - AMENDMENT OR TERMINATION................................. 7

ARTICLE XI - MISCELLANEOUS........................................... 8

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ARTICLE I

PURPOSE

1.01 The purpose of this Plan is to provide for payment of Deferred

Compensation to a select group of management or highly compensated employees of

the Company and its affiliates, or a death benefit for their Beneficiaries. The

Deferred Compensation shall be earned by the Employees and accrued by the

Company on a defined contribution basis. The Plan is the survivor to the merger

of nine supplemental employee retirement plans previously established by the

Company's wholly-owned subsidiary, Equity One, Inc. The Company reserves the

right to modify, alter or amend the provisions of the Plan in order for benefits

accrued prior to the merger of the supplemental employee retirement plans not to

be subject to the provisions of Section 409A of the Internal Revenue Code of

1986, as amended.

ARTICLE II

DEFINITIONS

2.01 "Account" means a bookkeeping reserve account established in the

books of the Company for the Employee.

2.02 "Beneficiary" means the beneficiary or beneficiaries designated by

the Employee to receive the amounts, if any, payable under the Plan upon his or

her death, pursuant to Article VIII, below.

2.03 "Board of Directors" means the Board of Directors of Popular

Financial Holdings, Inc.

2.04 "Cause" means any of the following: (a) the willful dereliction by

the Employee of his or her duties to the Company; (b) any dishonest, fraudulent

or criminal act on the part of the Employee that either (i) occurs in connection

with his or her performance of services to the Company, or (ii) adversely

affects the reputation of the Company; or (c) the willful failure of the

Employee to comply fully with the lawful directives of the Board of Directors of

the Company or of any other employee of the Company who has supervisory

authority with respect to the Employee.

2.05 "Change of Control" shall be deemed to have occurred if (i) any

person (other than Popular, Inc. or any of its direct or indirect wholly-owned

subsidiaries or an employee benefit plan sponsored by Popular, Inc. or any of

its direct or indirect wholly-owned subsidiaries) acquires direct or indirect

ownership of 50% or more of the combined voting power of the then outstanding

securities of the Company entitled to vote as a result of a tender or exchange

offer, open market purchases, privately negotiated purchases or otherwise or

(ii) the shareholders of the Company approve (A) any consolidation or merger of

the Company in which the Company is not the surviving corporation (other than a

merger of the Company with a direct or indirect wholly owned subsidiary of

Popular, Inc.) or (B) any sale, lease or exchange or other transfer (in one

transaction or a series of related transactions) of all, or substantially all,

of the assets of the

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Company to an entity which is not a wholly-owned subsidiary of Popular, Inc. or

any of its wholly-owned subsidiaries.

2.06 "Company" means Popular Financial Holdings, Inc., a Delaware

corporation.

2.07 "Death Benefit" the benefit payable to a Beneficiary upon the death

of an Employee and designated by the Board of Directors at the time the Employee

is designated for participation in the Plan, or as subsequently revised.

2.08 "Deferred Compensation" means the supplemental compensation and

earnings thereon credited to the Account.

2.09 "Effective Date" means October 1, 2005.

2.10 "Employee" means an employee of the Employer designated by the Board

of Directors for participation in the Plan.

2.11 "Employer" means the Company or any subsidiary entity controlled by

the Company.

2.12 "Plan" means this Popular Financial Holdings, Inc. Supplemental

Employee Retirement Plan, as the same may be amended from time to time.

2.13 "Plan Year" means the 12-month period beginning on June 1, 2003 and

ending on May 31, 2004 and each 12-month period beginning on each subsequent

June 1.

2.14 "Total and Permanent Disability" shall mean (i) the inability of the

Employee to engage in any substantial gainful activity by reason of any

medically determinable physical or mental impairment which can be expected to

result in death or can be expected to last for a continuous period of not less

than 12 months, or (ii) receipt by the Employee of income replacement benefits

for a period of not less than 3 months under an accident and health plan

covering employees of the Employer, by reason of any medically determinable

physical or mental impairment which can be expected to result in death or can be

expected to last for a continuous period of not less than 12 months.

2.15 "Trustee" means the individual or corporation appointed by the

Company to serve as trustee of a trust established by the Company pursuant to

Article VI, below.

2.16 "Valuation Date" means the last day of each calendar month.

2.17 "Year of Service" means the completion of 12 months of full-time

service with the Employer by the Employee, excluding service prior to the date

in which an employee first became a participant in the Plan or, if earlier, the

supplemental employee retirement plan maintained by Equity One, Inc for the

benefit of the employee and which was merged with and into the Plan.

2

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ARTICLE III

ALLOCATION OF DEFERRED COMPENSATION

3.01 For each Plan Year during which the Employee is employed by the

Employer, the Company shall credit Deferred Compensation to the Account in the

amount designated by the Board of Directors at the time the Employee is

designated for participation in the Plan, or as subsequently revised, as of the

first day of such Plan Year. In its discretion, the Company may credit

additional Deferred Compensation to an Employee's Account for any one or more

Plan Years. Under no circumstances, however, shall the Employee be entitled to

allocations of Deferred Compensation to his or her Account if he or she ceases

to be a member of the Company's Leadership Council (or successor organization).

3.02 As of each Valuation Date, the Company shall credit each Employee's

Account with earnings (or losses) on the balance of the Account as of the

immediately preceding Valuation Date in accordance with the earnings crediting

options selected by the Employee from time to time. The Employee may allocate

his or her Account among the earnings crediting options in whole percentages of

not less than five percent (5%). The rate of return, positive or negative,

credited under each earnings crediting option, is based upon the actual

performance of the registered mutual funds or such other investment funds as the

Company may designate from time to time.

3.03 Notwithstanding Section 3.02, above, the Company reserves the right,

on a prospective basis, to add or delete earnings crediting options, in the

Company's sole discretion; provided, however, that any such change in the

earnings crediting options available hereunder will only affect the rate at

which earnings will be credited to the Employee's Account in the future, and

will not affect the value of the existing Account, including any earnings or

losses credited hereunder up to the date of such change.

3.04 Notwithstanding that the rates of return credited to each Employee's

Account under the earnings crediting options are based on the performance of the

investment funds as the Company may designate, the Company shall not be

obligated to invest such Account or any portion thereof in such portfolios or

any other investment funds.

ARTICLE IV

VESTING

4.01 All amounts credited to each Employee's Account shall become fully

vested and nonforfeitable upon termination of the Plan or in the event that the

Employee suffers a Total and Permanent Disability while in the employ of the

Employer. In addition, the Employee shall have a nonforfeitable and vested right

to the balance of his Account in accordance with the following schedule:

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YEARS OF SERVICE VESTED PERCENTAGE

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Less than 1 0%

1 20%

2 40%

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3

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3 60%

4 80%

5 100%

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