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EXHIBIT 1.2
SUPPLEMENT TO AGENCY AGREEMENT
SUPPLEMENT
TO AGENCY AGREEMENT dated November 26, 2004, among R&G
Financial Corporation ("R&G
Financial"), R&G Capital Trust VI ("Trust VI"), the
Puerto Rico Conservation Trust Fund
("Conservation Trust"), and UBS Financial
Services Incorporated of Puerto Rico and
R-G Investments Corporation (the
"Agents"), as agents in connection with the
sale of Trust VI's 6.62% Cumulative
Monthly Income Trust Preferred Securities
(the "Preferred Securities") to
Conservation Trust, and as underwriters in
connection with the purchase by such
underwriters of Conservation Trust's
Secured Notes due 2034 (the "CT Notes").
Reference is
made to the Agency Agreement dated as of the date hereof (the
"Agency Agreement") between R&G
Financial, Trust VI and the Agents, 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 Agents
which is hereby incorporated by
reference as if fully set forth herein. In
consideration of the agreements,
representations and agreements contained
herein, the parties agree as follows:
1. Subject
to compliance by R&G Financial and Trust VI with its
agreements, and subject to the fulfillment
of the conditions, set forth in the
Agency Agreement, Conservation Trust hereby
agrees to purchase the Preferred
Securities on the Closing Date set forth in
the Agency Agreement at a purchase
price equal to $121,653,750.
2. R&G
Financial and Trust VI hereby agree with Conservation Trust and
with the Agents that Conservation Trust
shall have the benefit of the
representations and warranties made by
R&G Financial and Trust VI in the Agency
Agreement.
3.
Conservation Trust hereby agrees with R&G Financial and Trust
VI that
they shall have the benefit of the
representations and warranties made by
Conse
