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EXHIBIT (4)(c)
CERTIFICATE OF INCORPORATION
OF
BANPONCE FINANCIAL CORP.
FIRST. The name of the corporation is BanPonce Financial Corp.
SECOND. The address of the corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation
shall have authority to issue is 100 shares of Common Stock, and the par value
of each of such shares is $.01.
FIFTH. The name and mailing address of the incorporator is
William C. Caccamise, Jr., 125 Broad Street, New York, New York 10004.
SIXTH. The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.
SEVENTH. Elections of directors need not be by written ballot
except and to the extent provided in the by-laws of the corporation.
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IN WITNESS WHEREOF, I have signed this certificate of
incorporation this 11th day of April, 1991.
/s/ William C. Caccamise, Jr.
-----------------------------------
William C. Caccamise, Jr.
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CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
BanPonce Financial Corp. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That a special meeting of the Stockholders of said corporation,
duly called and held, upon written waiver of notice signed by the sole
stockholder of the Corporation, a resolution was adopted to amend the
Certificate of Incorporation of said Corporation. The resolution setting forth
the proposed amendment is as follows:
"RESOLVED, that the Certificate of Incorporation of BanPonce Financial
Corp. is hereby amended by changing the fourth Article thereof so that, as
amended said Article shall be and read as follows:
FOURTH: The total number of shares which the corporation shall have
the authority to issue is 10,000 shares of Common Stock, and the par
value of each of such shares is $1.00."
SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this certificate
to be signed by Richard L. Carrion, its Chairman of the Board of Directors and
attested by Ernesto N. Mayoral Megwinoff, its Assistant Secretary, this 23 day
of May, 1994.
By: /s/ Richard L. Carrion
---------------------------
Richard L. Carrion
Chairman of the Board of Directors
Attest:
By: /s/ Ernesto N. Mayoral
-----------------------
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BANPONCE FINANCIAL CORP.
Banponce Financial Corp., a Delaware corporation, hereby
certifies as follows:
FIRST. The Board of Directors of said corporation duly
adopted a resolution setting forth and declaring advisable the amendment of
Article Fourth of the certificate of incorporation, as amended, of said
corporation to create a new class of stock of the Corporation designated as
Preferred Stock and to increase the total number of shares of stock of all
classes that the Corporation shall have the authority to issue from 10,000
shares of Common Stock, par value $1.00 per share, to 10,010,000 shares of
stock, of which 10,000 shares of the par value of $1.00 per share shall be
designated as Common Stock and 10,000,000 shares of the par value of $.01 per
share shall be designated as Preferred Stock, so that, as amended, said Article
shall read as follows:
"FOURTH. The total number of shares of all classes of stock
which the corporation shall have authority to issue is 10,010,000, of
which 10,000 shares of the par value of $1.00 per share shall be
designated as Common
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Stock and 10,000,000 shares of the par value of $.01 per share shall
be designated as Preferred Stock. Shares of Preferred Stock may be
issued in series from time to time by the board of directors, and the
board of directors is expressly authorized to fix by resolution or
resolutions the designations and the powers, preferences and rights,
and the qualifications, limitations and restrictions thereof, of the
shares of each series of Preferred Stock, including without limitation
the following:
(a) the distinctive serial designation of such series which
shall distinguish it from other series;
(b) the number of shares included in such series, which
number may be increased or decreased from time to time unless
otherwise provided by the board of directors in the resolution or
resolutions providing for the issue of such series;
(c) the dividend rate (or method of determining such rate)
payable to the holders of the shares of such series, any conditions
upon which such dividends shall be paid and the date or dates upon
which such dividends shall be payable;
(d) whether dividends on the shares of such series shall be
cumulative and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the date
or dates from
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which dividends on the shares of such series shall be cumulative;
(e) the amount or amounts which shall be payable out of the
assets of the corporation to the holders of the shares of such series
upon voluntary or involuntary liquidation, dissolution or winding up
the corporation;
(f) the price or prices at which, the period or periods
within which and the terms and conditions upon which the shares of
such series may be redeemed, in whole or in part, at the option of the
corporation or at the option of the holder or holders thereof or upon
the happening of a specified event or events;
(g) the obligation, if any, of the corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise
and the price or prices at which, the period or periods within which
and the terms and conditions upon which the shares of such series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;
(h) whether or not the shares of such series shall be
convertible or exchangeable, at any time or times at the option of the
holder or holders thereof or at the option of the corporation or upon
the happening of a specified event or events, into shares of any other
class or classes or any other series of the same or any other class or
classes of stock of the corporation, and
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the price or prices or rate or rates of exchange or conversion and any
adjustments applicable thereto; and
(i) the voting rights, if any, of the holders of the shares
of such series.
SECOND. In lieu of a vote of stockholders, written consent to
the foregoing amendment has been given by the holder of all of the outstanding
stock entitled to vote thereon in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware; and such amendment has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this
certificate to be signed by David H. Chafey, Jr., its President, on the 2nd day
of August, 1995.
BANPONCE FINANCIAL CORP.
By: /s/ David H. Chafey, Jr.
-------------------------
Name: David H. Chafey, Jr.
Title: President
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANPONCE FINANCIAL CORP.
BANPONCE FINANCIAL CORP., a Delaware corporation, hereby
certifies as follows:
FIRST: The name of the corporation is BanPonce Financial
Corp. The date of filing of its original certificate of incorporation with the
Secretary of State was April 11, 1991.
SECOND. This restated certificate of incorporation amends,
restates and integrates the provisions of the certificate of incorporation of
said corporation and has been duly adopted in accordance with the provisions of
Section 242 and 245 of the General Corporation Law of the State of Delaware by
written consent of the holder of all of the outstanding stock entitled to vote
thereon in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD. The text of the certificate of incorporation is hereby
amended and restated to read herein as set forth in full:
"FIRST. The name of the corporation is BanPonce
Financial Corp.
SECOND. The address of the corporation's registered office is
the state of Delaware is Corporation Trust Center, 1209 Orange Street
in the City
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of Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The total number of shares of all classes of stock
which the corporation shall have authority to issue is 11,000, of which 10,000
shares of the par value of $1.00 per share shall be designated as Common Stock
and 1,000 shares of the par value of $.01 per share shall be designated as
Preferred Stock. Shares of Preferred Stock may be issued in series from time to
time by the board of directors, and the board of directors is expressly
authorized to fix by resolution or resolutions the designations and the powers,
preferences and rights, and the qualifications, limitations the restrictions
thereof, of the shares of each series of Preferred Stock, including without
limitation the following:
(a) the distinctive serial designation of such
series which shall distinguish it from other series;
(b) the number of shares included in such series,
which number may be increased or decreased
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from time to time unless otherwise provided by the board of
directors in the resolution or resolutions providing for the
issue of series;
(c) the dividend rate (or method of determining
such rate) payable to the holders of the shares of such
series, any conditions upon which such dividends shall be paid
and the date or dates upon which such dividends shall be
payable;
(d) whether dividends on the shares of such
series shall be cumulative and, in the case of shares of any
series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends
on the shares of such series shall be cumulative;
(e) the amount or amounts which shall be payable
out of the assets of the corporation to the holders of the
shares of such series upon voluntary or involuntary
liquidation, dissolution or winding up the corporation;
(f) the price or prices at which, the period or
periods within which and the terms and conditions upon which
the shares of such series may be redeemed, in whole or in
part, at the option of the corporation or at the option of the
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holder or holders thereof or upon the happening of a specified
event or events;
(g) the obligation, if any, of the
corporation to purchase or redeem shares of such series
pursuant to a sinking fund or otherwise and the price or
prices at which, the period or periods within which and the
terms and conditions upon which the shares of such series
shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;
(h) whether or not the shares of such series
shall be convertible or exchangeable, at any time or times at
the option of the holder or holders thereof or at the option
of the corporation or upon the happening of a specified event
or events, into shares of any other class or classes or any
other series of the same or any other class or classes of
stock of the corporation, and the price or prices or rate or
rates of exchange or conversion and any adjustments applicable
thereto; and
(i) the voting rights, if any, of the holders of the
shares of such series.
FIFTH. The board of directors of the Corporation is expressly
authorized to adopt, amend or repeal bylaws of the Corporation.
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SIXTH. Elections of directors, need not be by written ballot
except and to the extent provided in the by-laws of the corporation."
IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this
certificate to be signed by Brunilda Santos de Alvarez, its Assistant Secretary,
on the 13th day of August, 1996.
BANPONCE FINANCIAL CORP.
By /s/ Brunilda Santos de Alvarez
-----------------------------------
Name: Brunilda Santos de Alvarez
Title:Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BANPONCE FINANCIAL CORP.
BANPONCE FINANCIAL CORP., a Delaware corporation hereby
certifies as follows:
FIRST. The Board of Directors of said corporation duly
adopted a resolution setting forth and declaring advisable the amendment of
Article First of the Amended and Restated Certificate of Incorporation of said
corporation so that, as amended, said Article shall read as follows:
"FIRST. The name of the corporation is Popular North America,
Inc."
SECOND. In lieu of a vote of stockholders, written consent to
the foregoing amendment has been given by the holder of all of the outstanding
stock entitled to vote thereon in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware and such amendment has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this
certificate to be signed by Jorge A. Junquera, its President & Director, on the
6th day of May, 1997.
BANPONCE FINANCIAL CORP.
By: /s/ Jorge A. Junquera
------------------------------
Name: Jorge A. Junquera
Title: President & Director