3,200,000 Shares



                                  FIRST BANCORP



     7.25 % Noncumulative Perpetual Monthly Income Preferred Stock, Series D



                             UNDERWRITING AGREEMENT



                                    January 29, 2002





UBS PAINEWEBBER INCORPORATED OF PUERTO RICO

Lead Manager and Underwriters' Representative

American International Plaza, Penthouse Floor

250 Munoz Rivera Avenue

Hato Rey, Puerto Rico  00918



Ladies and Gentlemen:



         FIRST BANCORP, a corporation organized under the laws of Puerto Rico

(the "Company"), proposes to sell an aggregate of 3,200,000 shares (the "Firm

Shares") of the Company's 7.25% Noncumulative Perpetual Monthly Income Preferred

Stock, Series D (the "Series D Preferred Stock"), which are to be issued and

sold by the Company to you and the other underwriters named in Schedule 1 hereto

(collectively, the "Underwriters"), for whom you are acting as representative

(the "Representative"). The Company also has agreed to grant you and the other

Underwriters an option (the "Option") to purchase up to an additional 480,000

shares of Series D Preferred Stock (the "Option Shares"), on the terms and for

the purposes set forth in Section 1(b) hereof. The Firm Shares and the Option

Shares are hereinafter collectively referred to as the "Shares."



         The Company hereby confirms its agreements with the Representative and

the other Underwriters (the "Agreement") as follows.



         1.       Agreement to Sell and Purchase.



                  (a)      On the basis of the representations, warranties, and

agreements of the Company herein contained and subject to all the terms and

conditions of this Agreement, the Company agrees to sell to the Representative

for the account of the Underwriters, and the Representative agrees to purchase

from the Company on behalf of the Underwriters, at a

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                                      -2-





purchase price of $24.2125 per Share, the total number of Firm Shares set forth

above, plus such additional number of Firm Shares which the Underwriters may

become obligated to purchase pursuant to Section 9 hereof.



                  (b)      Subject to all the terms and conditions of this

Agreement, the Company grants the Option to the Representative to purchase on

behalf of the Underwriters, the Option Shares at the same price per share as the

Representative on behalf of the Underwriters shall pay for the Firm Shares. The

Option may be exercised only to cover over-allotments in the sale of the Firm

Shares by the Representative on behalf of the Underwriters and may be exercised

in whole or in part at any time and from time to time on or before the thirtieth

(30th) day after the date of this Agreement (or on the next business day if the

thirtieth (30th) day is not a business day), upon notice by the Representative

to the Company (the "Option Shares Notice"), in writing or by telephone

(confirmed in writing), no later than 5:00 p.m., New York city Time, at least

two (2) and no more than five (5) business days before the date specified for

closing in the Option Shares Notice (the "Option Closing Date"), setting forth

the aggregate number of Option Shares to be purchased and the time and date for

such purchase. On the Option Closing Date, the Company will issue and sell to

the Representative on behalf of the Underwriters the number of Option Shares set

forth in the Option Shares Notice, and the Representative will purchase on

behalf of the Underwriters such number of Option Shares as is set forth in the

Option Shares Notice, and will allocate the Option Shares purchased among the

Underwriters in such manner as the Representative, in its sole discretion, deems

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