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                                                                EXHIBIT-10.15(A)


                            CERTIFICATE OF RESOLUTION

         The undersigned, Assistant Secretary of the Board of Directors of Banco
Popular de Puerto Rico (the "Bank"), does hereby certify that at a meeting of
the Board of Directors of the Bank held on the 11th of October 2000, at which a
quorum was present and acting throughout, a resolution was duly and regularly
adopted, which is in full force and effect and unrescinded, and read as follows

         WHEREAS, Banco Popular de Puerto Rico (the "Bank") has established the
         Banco Popular de Puerto Rico Employees' Stock Plan (Puerto Rico) (the
         "Plan"); and

         WHEREAS, under Article X of the Plan the Bank has reserved the right to
         amend the Plan at any time and from time to time as the Board of
         Directors (the "Board") of the Bank may determine; and

         WHEREAS, the Bank has exercised its power to amend the Plan on various
         previous occasions; and

         WHEREAS, the Bank wishes to further amend the Plan to make it a more
         effective tool in the recruitment and maintenance of its personnel and
         to comply with all applicable laws and regulations.

         NOW, THEREFORE, BE IT

         RESOLVED, that the Board hereby authorizes the amendment of the Plan to
         provide for the following:

         (1)      provide for the contribution by participants in the Plan on an
         after tax basis of up to 10% of the such participant's compensation (as
         defined in the Plan for these purposes) and to allow quarterly
         withdrawals of such after tax contributions and the earnings thereon in
         amounts not less than $1,000;

         (2)      provide that all participant contributions to the Plan will be
         made on the basis of whole percentages of compensation (as defined in
         the Plan for these purposes) and that all participant contributions to
         the Plan currently made in fixed dollar amounts be converted to whole
         percentages of compensation;

         (3)      provide that, for the purpose of determining the amount of
         participant pre-tax and after-tax contributions, the definition of
         compensation in the Plan shall be the participant's total compensation
         received from the Bank, including, but no limited to, overtime pay,
         bonuses and incentive and profit sharing distributions paid in cash to
         the employee;

         (4)      effective December 31, 2000, provide for the diversification
         of participant contributions to the Plan made on or after December 31,
         2000 that have not been matched by allowing participants in the Plan to
         elect the investment of their contributions to the Plan among the
         following investment options:

         1.       Vanguard Total Bond Market Index.
         2.       Fidelity Advisor Equity growth Institutional.
         3.       Federated Equity-Income A.
         4.       Deutsche International Equity.
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         5.       Dreyfus Emerging Leaders.
         6.       Federated Government Obligations Fund.
         7.       Common Stock of Popular, Inc.

         (5)      provide that in the event a participant does not direct the
         investment of his Plan account, the Plan Administrator will determine
         and direct such contributions until such time as the participant
         assumes the direction of his contributions;

         (6)      provide that all of the Bank's contributions to the Plan will
         be invested exclusively in common stock of Popular, Inc. and may not be
         transferred therefrom by the participant until such time as the
         participant has attained 50 years of age and has accumulated 10 years
         of service;

         (7)      provide that upon the attainment of age 50 with 10 years of
         service the participant will be able to direct the investment of the
         complete balance of his Plan account;

         (8)      provide for the change of the Plan's vesting schedule to the
         following schedule:



         YEARS OF SERVICE                   VESTING PERCENTAGE
         ----------------                   ------------------
                                         
         0 to 1 year                                0%
         1 to 2 years                              20%
         2 to 3 years                              40%
         3 to 4 years                              60%
         4 to 5 years                              80%
         Over 5 years                             100%


         (9)      provide that upon a transfer of employment of an employee of
         the Bank who is a participant in the Plan from the Bank to a subsidiary
         or affiliate of the Popular, Inc., such employee's Plan account will be
         transferred in a direct trust to trust transfer to the employee's new
         employer's qualified plan and that if the transfer of employment is
         made at the Bank's initiative such employee will become fully vested,
         as of the effective date of the transfer of employment, in the Plan
         account transferred;

         (10)     provide that the Bank's discretionary matching contributions
         to the Plan will be determined by the Board, prior to the commencement
         of the Plan year for which it will be effective, and providing that for
         any Plan year in which the Board does not take action determining the
         amount of the discretionary profit sharing contribution, such
         contribution will be 2% of a participant's basic compensation which is
         contributed to the Plan on a pre-tax basis and invested in common stock
         of Popular, Inc.;

         (11)     provide that the Plan will be renamed the Banco Popular de
         Puerto Rico Savings and Stock Plan;

         (12)     provide for such other amendments as may be necessary for the
         Plan to be in agreement with the employment practices and policies of
         Popular, Inc., its subsidiaries and affiliates and to bring the Plan
         into compliance with applicable law and regulations.
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         RESOLVED, that Tere Loubriel as an authorized representative of the
         Bank be authorized and empowered to effectuate the foregoing resolution
         through an amendment and restatement of the Plan;

         RESOLVED, that Tere Loubriel be further authorized and empowered to
         take those steps which in her sole discretion are necessary to
         effectuate the foregoing resolutions including, but not limited to,
         execution of an amended and restated Plan document and the submission
         of the same to the applicable regulatory authorities for the issuance
         of rulings required to comply with applicable law;

         RESOLVED, that Tere Loubriel be further authorized and empowered to
         produce such other ancillary documents including, but not limited to, a
         summary plan description which in her sole discretion may be required
         to fully implement the amended and restated Plan and to communicate the
         actions of the Board to all employees of the Bank.


         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Bank in San Juan, Puerto Rico, this 28th day of February 2001.



                                                  Brunilda Santos de Alvarez
                                                  Assistant Secretary