GUARANTEE AGREEMENT

Exhibit 4.9

GUARANTEE AGREEMENT

by and among

POPULAR NORTH AMERICA, INC.,

as Guarantor

POPULAR, INC.,

as Additional Guarantor

and

THE BANK OF NEW YORK MELLON,

as Guarantee Trustee

relating to

BANPONCE TRUST I

(Formerly known as New BanPonce Trust I)

Dated as of August 31, 2009

CROSS-REFERENCE TABLE*

–i–

TABLE OF CONTENTS

–ii–

–iii–

GUARANTEE AGREEMENT, dated as of August 31, 2009, by and among POPULAR NORTH AMERICA, INC., a Delaware corporation (formerly Banponce Financial Corp., the “ Guarantor ”), having its principal office at 521 Fellowship Road, Mt. Laurel, New Jersey 08054, POPULAR, INC., a Puerto Rico corporation (formerly Banponce Corporation, the “ Additional Guarantor ”, and together with the Guarantor, the “ Guarantors ”), having its principal office at 209 Muñoz Rivera Avenue, Hato Rey, Puerto Rico 00918, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “ Guarantee Trustee ”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BANPONCE TRUST I, a Delaware statutory trust formerly known as New BanPonce Trust I (the “ Issuer Trust ”).

R ECITALS OF THE C ORPORATION

W HEREAS , pursuant to an Amended and Restated Trust Agreement, dated as of August 31, 2009 (the “ Trust Agreement ”), among Popular North America, Inc., as Depositor, Popular, Inc., as Guarantor, the Property Trustee, the Delaware Trustee, the Administrative Trustees named therein, and the several Holders (as defined therein), and an Agreement of Merger, dated as of August 31, 2009 (the “ Agreement of Merger ”) between the Issuer Trust and the Predecessor Issuer Trust, the Issuer Trust is issuing $150,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of its 8.327% Capital Securities, Series A (liquidation amount $1,000 per Capital Security) (the “ Capital Securities ”), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement;

W HEREAS , pursuant to the Agreement of Merger the Debentures (as defined in the Trust Agreement) of the Guarantor became property of the Issuer Trust and were deposited with The Bank of New York Mellon, as Property Trustee under the Trust Agreement, as trust assets; and

W HEREAS , the Guarantors desire irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Capital Securities the Guarantee Payments and Additional Guarantee Payments (as defined herein), as the case may be, and to make certain other payments on the terms and conditions set forth herein.

N OW , T HEREFORE , in consideration of the premises, the Guarantors execute and deliver this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

D EFINITIONS

Section 1.1. Definitions.

For all purposes of this Guarantee Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b) All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d) All accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;

(e) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Guarantee Agreement; and

(f) The words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar import refer to this Guarantee Agreement as a whole and not to any particular Article, Section or other subdivision.

“ Additional Guarantee Payments ” means payments by the Additional Guarantor with respect to the Guarantee Payments owed by the Guarantor.

“ Additional Guarantor ” has the meaning specified in the preamble of this Guarantee Agreement.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control ”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Board of Directors ” means, as the context requires, the board of directors of either of the Guarantors or the Executive Committee of the board of directors of either of the Guarantors (or any other committee of the board of directors of either of the Guarantors performing similar functions) or a committee designated by the board of directors of either of the Guarantors (or such committee), comprised of two or more members of the board of directors of either of the Guarantors or officers of either of the Guarantors, or both.

“ Capital Securities ” has the meaning specified in the recitals to this Guarantee Agreement.

“ Common Securities ” means the securities representing common undivided beneficial interests in the assets of the Issuer Trust.

“ Event of Default ” means (i) a default by either of the Guarantors in any of its payment obligations under this Guarantee Agreement or (ii) a default by either of the Guarantors in any other obligation hereunder that remains unremedied for 30 days.

“ Guarantee Agreement ” means this Guarantee Agreement, as modified, amended or supplemented from time to time.

–2–

“ Guarantee Payments ” means the following payments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Capital Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price (as defined in the Trust Agreement) with respect to any Capital Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary termination, winding-up or liquidation of the Issuer Trust, unless Debentures are distributed to the Holders, the lesser of (a) the Liquidation Distribution (as defined in the Trust Agreement) with respect to the Capital Securities, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer.

“ Guarantee Trustee ” means The Bank of New York Mellon, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“ Guarantor ” has the meaning specified in the preamble of this Guarantee Agreement.

“ Guarantors ” has the meaning specified in the preamble of this Guarantee Agreement.

“ Holder ” means any Holder (as defined in the Trust Agreement) of any Capital Securities; provided , however , that in determining whether the holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, “ Holder ” shall not include the Guarantors, the Guarantee Trustee, or any Affiliate of the Guarantors or the Guarantee Trustee.

“ Indenture ” means the Junior Subordinated Indenture, dated as of February 5, 1997, among the Guarantor, the Additional Guarantor and The Bank of New York Mellon (as successor to The First National Bank of Chicago), as trustee, as the same may be modified, amended or supplemented from time to time.

“ Issuer Trust ” has the meaning specified in the preamble of this Guarantee Agreement.

“ List of Holders ” has the meaning specified in Section 2.2(a).

“ Majority in Liquidation Amount of the Capital Securities ” means, except as provided by the Trust Indenture Act, Capital Securities representing more than 50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of all Capital Securities then Outstanding (as defined in the Trust Agreement).

“ Officers’ Certificate ” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers’

–3–

Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(a) a statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

(c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

“ Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, company, limited liability company, trust, business trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“ Predecessor Issuer Trust ” means BanPonce Trust I, a Delaware statutory trust created under the Delaware Statutory Trust Act pursuant to the filing of a Certificate of Trust in the office of the Secretary of State of the State of Delaware (the “ Secretary of State ”) on January 16, 1997, which was amended by the filing of a Certificate of Amendment pursuant to 3807(E) with the Secretary of State on January 8, 2001, which was further amended by the filing of a Certificate of Amendment with the Secretary of State on July 17, 2009, and by the entering into that certain Trust Agreement, dated as of January 15, 1997, which was amended and restated in its entirety by the Amended and Restated Trust Agreement, dated as of February 5, 1997.

“ Responsible Officer ” means, with respect to the Guarantee Trustee, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“ Successor Guarantee Trustee ” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

“ Trust Agreement ” means the Amended and Restated Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939 as in force at the date as of which this Guarantee Agreement was executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “ Trust Indenture Act ” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

–4–

“ Vice President ,” when used with respect to either of the Guarantors, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

ARTICLE II

T RUST I NDENTURE A CT

Section 2.1. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Guarantee Agreement by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Guarantee Agreement as so modified or to be excluded, as the case may be.

Section 2.2. List of Holders.

(a) The Guarantors shall furnish or cause to be furnished to the Guarantee Trustee (a) semi-annually, on or before January 31 and July 31 of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “ List of Holders ”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantors of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantors and has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3. Reports by the Guarantee Trustee.

Not later than February 28 of each year, commencing in 2010, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

–5–

Section 2.4. Periodic Reports to the Guarantee Trustee.

The Guarantors shall provide to the Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

Section 2.5. Evidence of Compliance with Conditions Precedent.

Each of the Guarantors shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of either of the Guarantors pursuant to