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Exhibit 1(d)
AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
August 6, 1999
WHEREAS, the parties hereto have previously entered into a Distribution
Agreement, dated October 6, 1995, as amended and supplemented on May 23, 1997
and on the date hereof (the "Distribution Agreement"), among Popular, Inc. (the
"Corporation") (formerly BanPonce Corporation) and Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated, Credit Suisse First Boston Corporation and Chase
Securities Inc. (each, an "Agent" and collectively, the "Existing Agents") and
First Chicago Capital Markets, Inc. (which was originally a party to the
Distribution Agreement but is no longer an Agent) relating to the issue and sale
by the Company of its Medium-Term Notes of various series (the "Notes"); and
WHEREAS, Popular Securities, Inc. ("Popular Securities") has become an
Agent upon its execution of an amended signature page to the Distribution
Agreement, as provided by Section 1(a) thereof (Popular Securities and the
Existing Agents being hereafter referred to herein collectively as the
"Agents");
NOW, THEREFORE, the Company and each of the Agents hereby agree to amend
the Distribution Agreement as follows:
1. The following paragraphs are hereby added to Section 3 of the
Distribution Agreement:
(d) Restrictions on Distribution in Puerto Rico. The Agents agree that
Popular Securities shall have the sole right to solicit offers to purchase
the Notes as agent or to make any sales of the Notes as principal, as the
case may be, in Puerto Rico.
(e) Restrictions on Sales to Discretionary Accounts. Each Agent hereby
agrees to refrain from sales to discretionary accounts under its
supervision except in accordance with procedures to obtain the prior
specific written approval of the customer that have been approved by the
NASD in compliance with NASD Conduct Rule 2720(l).
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2. Except as otherwise expressly provided herein, the Distribution
Agreement is in all respects ratified and confirmed, and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Distribution Agreement to be executed on their behalf as of the date and
year first above written.
POPULAR, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Accepted:
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
By: /s/ X. X. Xxxxxx
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CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxx Xxxxx
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CHASE SECURITIES INC.
By: /s/ Xxxxx X. XxXxxx
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POPULAR SECURITIES, INC.
By: /s/ Xxxxxxx X. XxXxxxx
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