EXHIBIT 1.2 SUPPLEMENT TO AGENCY AGREEMENT dated April 5, 2002, among Doral Financial Corporation ("Doral Financial"), the Puerto Rico Conservation Trust Fund ("Conservation Trust"), and Popular Securities, Inc. (the "Agent") , as agent in connection...

                                                                     EXHIBIT 1.2

         SUPPLEMENT TO AGENCY AGREEMENT dated April 5, 2002, among Doral
Financial Corporation ("Doral Financial"), the Puerto Rico Conservation Trust
Fund ("Conservation Trust"), and Popular Securities, Inc. (the "Agent") , as
agent in connection with the sale of Doral Financial Corporation's Senior Notes
due 2012, 2017 and 2022 (the "Doral Notes") to Conservation Trust, and as
representative of the underwriters in connection with the purchase by such
underwriters of Conservation Trust's Secured Notes due 2012, 2017 and 2022 (the
"CT Notes").

         Reference is made to the Agency Agreement dated as of the date hereof
(the "Agency Agreement") between Doral Financial and the Agent, which is hereby
incorporated by reference as if fully set forth herein, and to the Purchase
Agreement dated as of the date hereof (the "Purchase Agreement") between
Conservation Trust and the Agent. In consideration of the agreements,
representations and agreements contained herein, the parties agree as follows:

         1.       Subject to compliance by Doral Financial with its agreements,
and subject to the fulfillment of the conditions, set forth in the Agency
Agreement, Conservation Trust hereby agrees to purchase the Doral Notes on the
Closing Date set forth in the Agency Agreement at a purchase price equal to
$97,976,260.69.

         2.       Doral Financial hereby agrees with Conservation Trust and with
the Agent that Conservation Trust shall have the benefit of the representations
and warranties made by Doral Financial in the Agency Agreement.

         In witness whereof, the parties have caused this supplement to be
executed by its duly authorized representatives as of the date first written
above.

DORAL FINANCIAL CORPORATION



By: /s/ Xxxxx Xxxxx
   ---------------------------------
Name:  Xxxxx Xxxxx
Title: President

PUERTO RICO CONSERVATION TRUST FUND



By: /s/ Francisco Xxxxxx Xxxxxx
   ---------------------------------
Name:  Francisco Xxxxxx Xxxxxx
Title: Executive Director

POPULAR SECURITIES, INC.



By: /s/ Xxxxxx Xxxxx
   ---------------------------------
Name:  Xxxxxx Xxxxx
Title: Managing Director