EX-10.2






AMENDMENT TO INVESTMENT AGREEMENT




This amendment (this “Amendment”), dated as of June 22, 2011, amends that certain Investment
Agreement, dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered
financial holding company, and Thomas H. Lee (Alternative) Fund VI, L.P. (the “Investor”).



1. Pursuant to Section 12.12 of the Agreement, the Company and the Investor hereby
agree to amend the Agreement by replacing the first sentence of Section 4.1 of the
Agreement in its entirety with the following:



“Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03
of the listed company rules) do not require (whether because the NYSE requirement
has been satisfied by prior stockholder approvals, or because of an exception, a
waiver or otherwise) approval by the Company’s stockholders of the transactions that
are the subject of the Investor Agreements, by June 27, 2011, the Company will file
with the SEC a preliminary proxy statement relating to a stockholders meeting at
which the Company’s stockholders will be asked to approve the transactions that are
the subject of the Investor Agreements.”



2. Except as and to the extent expressly modified by this Amendment, the Agreement shall
remain in full force and effect in all respects and the provisions of Article 12 of the
Agreement shall apply, mutatis mutandis, to this Amendment.



3. This Amendment supersedes an amendment to the Investment Agreement, dated as of May
26, 2011 among the Company and the Investor, dated June 17, 2011.



4. This Amendment and all disputes arising out of or relating to this Amendment and the
subject matter hereof or the actions of the parties hereto in the negotiation, execution,
administration, performance or nonperformance, enforcement, interpretation, termination and
construction hereof and all matters based upon, arising out of or related to any of the foregoing
(whether based on contract, tort or otherwise), including all matters of construction, validity and
performance, shall be governed by and construed in accordance with the internal laws, both
procedural and substantive, of the State of New York, without regard to conflicts of laws
principles (whether of the State of New York or any other jurisdiction) that would apply the laws
of any jurisdiction other than the State of New York.



5. This Amendment may be executed in two or more counterparts, some of which may be signed by
fewer than all the parties or may contain facsimile copies of pages signed by some of the parties.
Each of those counterparts will be deemed to be an original copy of this Agreement, but all of them
together will constitute one and the same agreement.



[Signature Page Follows]




IN WITNESS WHEREOF, the Company and the Investors have executed this Amendment,
intending to be legally bound by it, as of the day shown on the first page of this Amendment.




FIRST BANCORP




By: /s/ Lawrence Odell

Title: Lawrence Odell

General Counsel, EVP




1




INVESTOR:




THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.




By: THL Advisors (Alternative) VI, L.P., its
general partner




By: Thomas H. Lee Advisors (Alternative) VI,
Ltd., its general partner




By: /s/ Thomas M. Hagerty

Name: Thomas M. Hagerty

Title: Director





2