Amendment No.1 Issuing & Paying Agency Agreement

AMENDMENT NO. 1
TO ISSUING AND PAYING AGENCY AGREEMENT


May 12, 2000


WHEREAS, the parties hereto have previously entered into an Issuing and Paying Agency Agreement, dated as of September 24, 1996, between Banco Popular de Puerto Rico, a banking association chartered under the laws of the Commonwealth of Puerto Rico (the "Bank"), and The Chase Manhattan Bank, as issuing and paying agent (the "Issuing and Paying Agent") relating to the issue and sale by the Bank of its Bank Notes; and


WHEREAS, the Bank and the Issuing and Paying Agent wish to amend the Issuing and Paying Agency Agreement as provided herein;


NOW, THEREFORE, the Bank and the Issuing and Paying Agent hereby agree to amend the Issuing and Paying Agency Agreement as follows:


1. As of any time on or after the date of this amendment: (i) each reference in the Issuing and Paying Agency Agreement to the "Distribution Agreement" shall mean and be a reference to the Distribution Agreement, dated September 24, 1996, among the Bank and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. and CS First Boston Corporation (now Credit Suisse First Boston Corporation) as amended as of the date hereof; (ii) each reference in Sections 2(ii), 10(iii), 13(i), 13(v) and 14(3) of the Issuing and Paying Agency Agreement to "$250,000" shall mean and be a reference to "$100,000"; and (iii) each reference in the Issuing and Paying Agency Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Issuing and Paying Agency Agreement shall mean and be a reference to the Issuing and Paying Agency Agreem ...