exv10w17






EXHIBIT 10.17




AMENDMENT NO. 2 TO SERVICES AGREEMENT




          This AMENDMENT NO. 2 TO SERVICES AGREEMENT (this “Amendment”), is entered into and is
effective as of January 29, 2010, by and between, on the one hand, FIRST BANCORP (“FirstBank”), a
corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and,
on the other hand, MARTÍNEZ ODELL & CALABRIA (the “Contractor”), a Puerto Rico law firm.




Recitals




          WHEREAS, FirstBank and the Contractor entered into a certain Services Agreement dated as
of February 15, 2006 (the “Services Agreement”), pursuant to which FirstBank retained the
professional legal services of the Contractor, subject to the terms and conditions set forth
therein;




          WHEREAS, for purposes of clarity of understanding the Services Agreement was subsequently
amended on February 24, 2006 (the “First Amendment”); and




          WHEREAS, the term of the Services Agreement expires February 14, 2010 and the parties hereto
which to amend the Services Agreement for purposes extending its term for one additional year
through February 14, 2011 in the manner set forth below; and




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, each intending to be legally bound hereby, agree as follows:




          1. Definitions. The recitals to this Amendment shall be deemed to form an integral
part hereof for all purposes. All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Services Agreement.




          2. Particular Amendments to the Services Agreement. Section 2 of the Services
Agreement is amended as follows:




          (a) The parties hereto agree to extend the term of the Services Agreement from February 14,
2010 until February 14, 2011 unless earlier terminated in accordance with the provision of Section
4 of the Services Agreement.




          3. Effectiveness. Except as expressly amended herein, the Services Agreement and the
First Amendment shall continue to be and shall remain in full force and effect in accordance with
its terms; and, in such connection, it is hereby acknowledged and agreed to by the parties hereto
that this Amendment is not intended to cause an extinctive novation of the terms and conditions of,
and the obligations of the respective parties under, the Services Agreement.







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          4. Waiver. The execution, delivery, and effectiveness of this Amendment shall not
operate as a waiver of any right, power, or remedy of the parties to the Services Agreement nor
constitute a waiver of any provision of the Services Agreement.




          5. Governing Law. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth.




          6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and the same document.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be as
effective as delivery of a manually executed counterpart of this Amendment.




          7. Severability. Any provision of this Amendment which is prohibited, unenforceable or
not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization, without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such provision in any
other jurisdiction.




[SIGNATURE PAGE FOLLOWS]












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          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or caused this Amendment
to be duly executed and delivered by their respective officers thereunto as of the date first above
written.




	 	 	 	 	 
	FIRST BANCORP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Aurelio Alemán	 	 
	Name:

	 	 

Aurelio Alemán
	 	 
	Title:

	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 
	MARTÍNEZ ODELL & CALABRIA	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alberto Rodriguez	 	 
	 

	 	 	 	 
	Name:

	 	Alberto Rodríguez	 	 
	Title:

	 	Senior Partner & Co-Managing Partner	 	 







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