8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 8-A

FOR REGISTRATION OF SECURITIES OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

First BanCorp.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Commonwealth of Puerto Rico	66-0561882
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

1519 Ponce de Leon Avenue
San Juan, Puerto Rico 00908-0146

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED	EACH CLASS IS TO BE REGISTERED
7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E (par value $1.00 per share)	New York Stock Exchange

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: 333-75682 and 333-109075

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

NOT APPLICABLE

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.     DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

     Furnish the information required by Item 202 of Regulation S-K (Section 229.202 of this chapter).

     A description of the 7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E, $1.00 par value per share (the “Series E Preferred Stock”) of First BanCorp. (the “Registrant”) is contained in the Prospectus Supplement dated September 25, 2003 filed with the Securities and Exchange Commission on September 26, 2003 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The offering of the Series E Preferred Stock was made pursuant to the aforementioned Prospectus Supplement relating to a Prospectus dated January 16, 2002, which is part of the Registrant’s Registration Statement on Form S-3, as amended (SEC File No. 333-75682), which became effective on January 24, 2002, and the Registrant’s Registration Statement on Form S-3 (SEC File No. 333-109075) filed pursuant to Rule 462(b) with the Securities and Exchange Commission on September 24, 2003, which became effective upon filing, both of which are incorporated herein by reference.

     INSTRUCTION. If a description of the securities comparable to that required here is contained in any other filing with the Commission, such description may be incorporated by reference to such other filing in answer to this item. If the securities are to be registered on a national securities exchange and the description has not previously been filed with such exchange, copies of the description shall be filed with copies of the application filed with the exchange.

ITEM 2.     EXHIBITS

     List below all exhibits, if any, required to be filed as part of the registration statement:

3.1	Certificate of Incorporation of Registrant is incorporated by reference to the Registration Statement on Form S-4 (SEC File No. 333-08640) filed with the Securities and Exchange Commission on April 15, 1998, as amended.
3.2	The By-Laws of Registrant are incorporated by reference to the Registration Statement on Form S-4 (SEC File No. 333-08640) filed with the Securities and Exchange Commission on April 15, 1998, as amended.
3.3	Certificate of Designation designating the terms of the Series E Preferred Stock (filed herewith).

4.1 Form of Series E Preferred Stock Certificate is incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2003.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

FIRST BANCORP.

/s/ Annie Astor-Carbonell

Name: Annie Astor-Carbonell
Title: Senior Executive Vice President and Chief
Financial Officer

Date: September 26, 2003

EX-3.3 3 g85049exv3w3.txt EX-3.3 CERTIFICATE OF DESIGNATION EXHIBIT 3.3 CERTIFICATE OF DESIGNATION OF THE BOARD OF DIRECTORS OF FIRST BANCORP 7.00% NONCUMULATIVE PERPETUAL MONTHLY INCOME PREFERRED STOCK, SERIES E (PURSUANT TO ARTICLE 5.01 OF THE GENERAL CORPORATION LAW OF THE COMMONWEALTH OF PUERTO RICO) We, the undersigned, Annie Astor-Carbonell and Carmen Gabriella Szendrey-Ramos, the Senior Executive Vice President and Chief Financial Officer and the Secretary, respectively of FIRST BANCORP. (hereinafter called the "Corporation"), a corporation duly organized and existing under the laws of the Commonwealth of Puerto Rico, do hereby certify that, pursuant to the authority conferred upon the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation and resolutions adopted by the Board of Directors creating a committee thereof known as the "Pricing Committee", the said Pricing Committee on September 25, 2003 adopted the following resolutions creating a series of 7,584,000 shares of Preferred Stock designated as the "7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E." RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created. FURTHER RESOLVED, that the Pricing Committee designated by the Board of Directors has determined that the preferences and relative, participating, optional or other special rights of the shares of such series of Preferred Stock, and the qualifications, limitations or restrictions thereof, as stated and expressed herein, are under the circumstances prevailing on the date hereof fair and equitable to all the existing shareholders of the Corporation. FURTHER RESOLVED, that the designation and amount of such series of Preferred Stock and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series of Preferred Stock, and the qualifications, limitations or restrictions thereof are as follows: A. DESIGNATION AND AMOUNT The shares of such series of Preferred Stock shall be designated as the "7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E" (hereinafter called the "Series E Preferred Stock"), and the number of authorized shares constituting such series shall be 7,584,000. B. DIVIDENDS 1. Holders of record of the Series E Preferred Stock ("Holders") will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof (the "Board of Directors"), out of funds of the Corporation legally available therefor, noncumulative cash dividends at the annual rate per share of 7.00% of their liquidation preferences, or $0.1458333 per share per month, with each aggregate payment made to each record holder of the Series E Preferred Stock being rounded to the next lowest cent. 2. Dividends on the Series E Preferred Stock will accrue from their date of original issuance and will be payable (when, as and if declared by the Board of Directors of the Corporation out of funds of the Corporation legally available therefor) monthly in arrears in United States dollars commencing on October 31, 2003, and on the last day of each calendar month of each year thereafter to the holders of record of the Series E Preferred Stock as they appear on the books of the Corporation on the fifteenth (15th) day of the month for which the dividends are payable. In the case of the dividend payable on October 31, 2003, such dividend shall cover the period from the date of issuance of the Series E Preferred Stock to October 31, 2003. In the event that any date on which dividends are payable is not a Business Day, then payment of the dividend payable on such date will be made on the next succeeding Business Day without any interest or other payment in respect of any such delay, except that, if such Business Day is in the next succeeding calendar year, such payment will be made on the Business Day immediately preceding the relevant date of payment, in each case with the same force and effect as if made on such date. A "Business Day" is a day other than a Saturday, Sunday or a general bank holiday in San Juan, Puerto Rico or New York, New York. 3. Dividends on the Series E Preferred Stock will be noncumulative. The Corporation is not obligated or required to declare or pay dividends on the Series E Preferred Stock, even if it has funds available for the payment of such dividends. If the Board of Directors of the Corporation does not declare a dividend payable on a dividend payment date in respect of the Series E Preferred Stock, then the holders of such Series E Preferred Stock shall have no right to receive a dividend in respect of the monthly dividend period ending on such dividend payment date and the Company will have no obligation to pay the dividend accrued for such monthly dividend period or to pay any interest thereon, whether or not dividends on such Series E Preferred Stock are declared for any future monthly dividend period. 4. The amount of dividends payable for any monthly dividend period will be computed on the basis of twelve 30-day months and a 360-day year. The amount of dividends payable for any period shorter than a full monthly dividend period will be computed on the basis of the actual number of days elapsed in such period. 5. Subject to any applicable fiscal or other laws and regulations, each dividend payment will be made by dollar check drawn on a bank in New York, New -2- York or San Juan, Puerto Rico and mailed to the record holder thereof at such holder's address as it appears on the register for such Series E Preferred Stock. 6. So long as any shares of the Series E Preferred Stock remain outstanding, the Corporation shall not declare, set apart or pay any dividend or make any other distribution of assets (other than dividends paid or other distributions made in stock of the Corporation ranking junior to the Series E Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation) on, or redeem, purchase, set apart or otherwise acquire (except upon conversion or exchange for stock of the Corporation ranking junior to the Series E Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation), shares of common stock or of any other class of stock of the Corporation ranking junior to the Series E Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation, unless (i) all accrued and unpaid dividends on the Series E Preferred Stock for the twelve monthly dividend periods ending on the immediately preceding dividend payment date shall have been paid or are paid contemporaneously and the full monthly dividend on the Series E Preferred Stock for the then current month has been or is contemporaneously declared and paid or declared and set apart for payment, and (ii) the Corporation has not defaulted in the payment of the redemption price of any shares of Series E Preferred Stock called for redemption. 7. When dividends are not paid in full on the Series E Preferred Stock and any other shares of stock of the Corporation ranking on a parity as to the payment of dividends with the Series E Preferred Stock, all dividends declared upon the Series E Preferred Stock and any such other shares of stock of the Corporation will be declared pro rata so that the amount of dividends declared per share on the Series E Preferred Stock and any such other shares of stock will in all cases bear to each other the same ratio that the liquidation preference per share of the Series E Preferred Stock and any such other shares of stock bear to each other. 8. Holders of record of the Series E Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of the dividends provided for herein on the shares of Series E Preferred Stock. C. CONVERSION The Series E Preferred Stock will not be convertible into or exchangeable for any other securities of the Corporation. D. REDEMPTION AT THE OPTION OF THE CORPORATION 1. The shares of the Series E Preferred Stock are not redeemable prior to September 30, 2008. On and after that date, the shares of the Series E Preferred Stock will be redeemable in whole or in part from time to time at the option of the Corporation, -3- with the consent of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") to the extent required by D.8 below, upon not less than thirty nor more than sixty days' notice by mail, at the redemption prices set forth below, during the twelve-month periods beginning on September 30 of the years set forth below, plus accrued and unpaid dividends from the dividend payment date immediately preceding the redemption date (without any cumulation for unpaid dividends for prior dividend periods on the Series E Preferred Stock) to the date fixed for redemption. Year Redemption Price 2008 $25.50 2009 $25.25 2010 $25.00 2. In the event that less than all of the outstanding shares of the Series E Preferred Stock are to be redeemed in any redemption at the option of the Corporation, the total number of shares to be redeemed in such redemption shall be determined by the Board of Directors and the shares to be redeemed shall be allocated pro rata or by lot as may be determined by the Board of Directors or by such other method as the Board of Directors may approve and deem equitable, including any method to conform to any rule or regulation of any national or regional stock exchange or automated quotation system upon which the shares of the Series E Preferred Stock may at the time be listed or eligible for quotation. 3. Notice of any proposed redemption shall be given by the Corporation by mailing a copy of such notice to the holders of record of the shares of Series E Preferred Stock to be redeemed, at their address of record, not more than sixty nor less than thirty days prior to the redemption date. The notice of redemption to each holder of shares of Series E Preferred Stock shall specify the number of shares of Series E Preferred Stock to be redeemed, the redemption date and the redemption price payable to such holder upon redemption, and shall state that from and after said date dividends thereon will cease to accrue. If less than all the shares owned by a holder are then to be redeemed at the option of the Corporation, the notice shall also specify the number of shares of Series E Preferred Stock which are to be redeemed and the numbers of the certificates representing such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holders of any stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E Preferred Stock. 4. Notice having been mailed as aforesaid, from and after the redemption date (unless default be made in the payment of the redemption price for any shares to be redeemed), all dividends on the shares of Series E Preferred Stock called for redemption shall cease to accrue and all rights of the holders of such shares as stockholders of the Corporation by reason of the ownership of such shares (except the right to receive the -4- redemption price, on presentation and surrender of the respective certificates representing the redeemed shares), shall cease on the redemption date, and such shares shall not after the redemption date be deemed to be outstanding. In case less than all the shares represented by such certificate are redeemed, a new certificate shall be issued without cost to the holder thereof representing the unredeemed shares. 5. At its option, the Corporation may, on or prior to the redemption date, irrevocably deposit the aggregate amount payable upon redemption of the shares of the Series E Preferred Stock to be redeemed with a bank or trust company designated by the Board of Directors having its principal office in New York, New York, San Juan, Puerto Rico, or any other city in which the Corporation shall at that time maintain a transfer agency with respect to its capital stock, and having a combined capital and surplus (as shown by its latest published financial statement) of at least $50,000,000 (hereinafter referred to as the "Depositary"), to be held in trust by the Depositary for payment to the holders of the shares of the Series E Preferred Stock then to be redeemed. If such deposit is made and the funds so deposited are made immediately available to the holders of the shares of the Series E Preferred Stock to be redeemed, the Corporation shall thereupon be released and discharged (subject to the provisions of Section D.6) from any obligation to make payment of the amount payable upon redemption of the shares of the Series E Preferred Stock to be redeemed, and the holders of such shares shall look only to the Depositary for such payment. 6. Any funds remaining unclaimed at the end of two years from and after the redemption date in respect of which such funds were deposited shall be returned to the Corporation forthwith and thereafter the holders of shares of the Series E Preferred Stock called for redemption with respect to which such funds were deposited shall look only to the Corporation for the payment of the redemption price thereof. Any interest accrued on any funds deposited with the Depositary shall belong to the Corporation and shall be paid to it from time to time on demand. 7. Any shares of the Series E Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors. 8. To the extent required to have the Series E Preferred Stock treated as Tier 1 capital for bank regulatory purposes or otherwise required by applicable regulations of the Federal Reserve Board, the shares of Series E Preferred Stock may not be redeemed by the Company without the prior consent of the Federal Reserve Board. E. LIQUIDATION PREFERENCE 1. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the then record holders of shares of Series E Preferred Stock will be entitled to receive out of the assets of the Corporation available for distribution to -5- shareholders, before any distribution is made to holders of common stock or any other equity securities of the Corporation ranking junior upon liquidation to the Series E Preferred Stock, distributions upon liquidation in the amount of $25.00 per share plus an amount equal to any accrued and unpaid dividends (without any cumulation for unpaid dividends for prior dividend periods on the Series E Preferred Stock) for the current monthly dividend period to the date of payment. Such amount shall be paid to the holders of the Series E Preferred Stock prior to any payment or distribution to the holders of the common stock of the Corporation or any other class of stock or series thereof of the Corporation ranking junior to the Series E Preferred Stock in respect of dividends or as to the distribution of assets upon liquidation. 2. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series E Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series E Preferred Stock are not paid in full, the holders of the Series E Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full liquidation preferences to which each is entitled. After payment of the full amount of the liquidation preference to which they would otherwise be entitled, the holders of shares of Series E Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation. 3. Neither the consolidation or merger of the Corporation with any other corporation, nor any sale, lease or conveyance of all or any part of the property or business of the Corporation, shall be deemed to be a liquidation, dissolution, or winding up of the Corporation. F. VOTING RIGHTS 1. Except as described in this Section F, or except as required by applicable law, holders of the Series E Preferred Stock will not be entitled to receive notice of or attend or vote at any meeting of stockholders of the Corporation. 2. If the Corporation does not pay dividends in full on the Series E Preferred Stock for eighteen monthly dividend periods (whether consecutive or not), the holders of outstanding shares of the Series E Preferred Stock, together with the holders of any other shares of stock of the Corporation having the right to vote for the election of directors solely in the event of any failure to pay dividends, acting as a single class without regard to series, will be entitled, by written notice to the Corporation given by the holders of a majority in liquidation preference of such shares or by ordinary resolution passed by the holders of a majority in liquidation preference of such shares present in person or by proxy at a separate general meeting of such holders convened for the purpose, to appoint two additional members of the Board of Directors of the Corporation, to remove any such member from office and to appoint another person in place of such member. Not later than 30 days after such entitlement arises, if written notice by a majority of the holders of such shares has not been given as provided for in the preceding sentence, the Board of -6- Directors or an authorized committee thereof will convene a separate general meeting for the above purpose. If the Board of Directors or such authorized committee fails to convene such meeting within such 30-day period, the holders of 10% of the total aggregate outstanding shares of the Series E Preferred Stock and any such other stock will be entitled to convene such meeting. The provisions of the Certificate of Incorporation and By-laws of the Corporation relating to the convening and conduct of general meetings of stockholders will apply with respect to any such separate general meeting. Any member of the Board of Directors so appointed shall vacate office if, following the event which gave rise to such appointment, the Corporation shall have resumed the payment of dividends in full on the Series E Preferred Stock and each such other series of stock for twelve consecutive monthly dividend periods. 3. Any amendment, alteration or repeal of the rights, preferences and privileges of the Series E Preferred Stock by way of amendment of the Corporation's Certificate of Incorporation or otherwise (including, without limitation, the authorization or issuance of any shares of the Corporation ranking, as to dividend rights or rights on liquidation, winding up and dissolution, senior to the Series E Preferred Stock) which would materially and adversely affect the powers, preferences or special rights of the Series E Preferred Stock shall not be effective (unless otherwise required by applicable law) except with the consent in writing of the holders of at least two thirds of the outstanding aggregate liquidation preference of the outstanding shares of the Series E Preferred Stock or with the sanction of a special resolution passed at a separate general meeting by the holders of at least two thirds of the aggregate liquidation preference of the outstanding shares of the Series E Preferred Stock. Notwithstanding the foregoing, the Corporation may, without the consent or sanction of the holders of the Series E Preferred Stock, authorize and issue shares of the Corporation ranking, as to dividend rights and rights on liquidation, winding up and dissolution, on a parity with or junior to the Series E Preferred Stock. The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of the Series E Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption. 4. No vote of the holders of the Series E Preferred Stock will be required for the Corporation to redeem or purchase and cancel the Series E Preferred Stock in accordance with the Certificate of Incorporation of the Corporation. 5. The Corporation will cause a notice of any meeting at which holders of any series of Preferred Stock are entitled to vote to be mailed to each record holder of such series of Preferred Stock. Each such notice will include a statement setting forth (i) the date of such meeting, (ii) a description of any resolution to be proposed for adoption at such meeting on which such holders are entitled to vote and (iii) instructions for deliveries of proxies. -7- 6. Except as set forth in this Section F, holders of Series E Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote as set forth herein) for taking any corporate action. G. RANK The Series E Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock of the Corporation and to all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank junior to the Series E Preferred Stock (or to a number of series of Preferred Stock which includes the Series E Preferred Stock); (ii) on a parity with the Corporation's 7.125% Noncumulative Perpetual Monthly Income Preferred Stock, Series A, the Corporation's 8.35% Noncumulative Perpetual Monthly Income Preferred Stock, Series B, the Corporation's 7.40% Noncumulative Perpetual Monthly Income Preferred Stock, Series C, the Corporation's 7.25% Noncumulative Perpetual Monthly Income Preferred Stock, Series D and with all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank on a parity with the Series E Preferred Stock (or with a number of series of Preferred Stock which includes the Series E Preferred Stock); and (iii) junior to all equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank senior to the Series E Preferred Stock (or to a number of series of Preferred Stock which includes the Series E Preferred Stock). For this purpose, the term "equity securities" does not include debt securities convertible into or exchangeable for equity securities. H. FORM OF CERTIFICATE FOR SERIES E PREFERRED STOCK; TRANSFER AND REGISTRATION 1. The Series E Preferred Stock shall be issued in registered form only. The Corporation may treat the record holder of a share of Series E Preferred Stock, including the Depository Trust Company and its nominee and any other holder that holds such share on behalf of any other person, as such record holder appears on the books of the registrar for the Series E Preferred Stock, as the sole owner of such share for all purposes. 2. The transfer of a share of Series E Preferred Stock may be registered upon the surrender of the certificate evidencing the share of Series E Preferred Stock to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the office of the transfer agent and registrar. 3. Registration of transfers of shares of Series E Preferred Stock will be effected without charge by or on behalf of the Corporation, but upon payment (or the giving of such indemnity as the transfer agent and registrar may require) in respect of any tax or other governmental charges which may be imposed in relation to it. -8- 4. The Corporation will not be required to register the transfer of a share of Series E Preferred Stock after such share has been called for redemption. I. REPLACEMENT OF LOST CERTIFICATES If any certificate for a share of Series E Preferred Stock is mutilated or alleged to have been lost, stolen or destroyed, a new certificate representing the same share shall be issued to the holder upon request subject to delivery of the old certificate or, if alleged to have been lost, stolen or destroyed, compliance with such conditions as to evidence, indemnity and the payment of out-of-pocket expenses of the Corporation in connection with the request as the Board of Directors of the Corporation may determine. J. NO PREEMPTIVE RIGHTS Holders of the Series E Preferred Stock will have no preemptive or preferential rights to purchase any securities of the Corporation. K. NO REPURCHASE AT THE OPTION OF HOLDERS; MISCELLANEOUS Holders of Series E Preferred Stock will have no right to require the Corporation to redeem or repurchase any shares of Series E Preferred Stock, and the shares of Series E Preferred Stock are not subject to any sinking fund or similar obligation. The Corporation may, at its option, purchase shares of the Series E Preferred Stock from holders thereof from time to time, by tender, in privately negotiated transactions or otherwise. [REST OF PAGE IS INTENTIONALLY LEFT BLANK] -9- The undersigned hereby certify that the capital of the Corporation will not be reduced under or by reason of the adoption of the above resolutions providing for the creation of the above described series of Preferred Stock. IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Annie Astor-Carbonell, its Senior Executive Vice President and Chief Financial Officer, and Carmen Gabriella Szendrey- Ramos, its Secretary, this 25th day of September, 2003. FIRST BANCORP. By: /s/ Annie Astor-Carbonell -------------------------------------- Annie Astor-Carbonell [CORPORATE SEAL] By: /s/ Carmen Gabriella Szendrey-Ramos -------------------------------------- Carmen Gabriella Szendrey-Ramos -10- -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.3

                                                                     EXHIBIT 3.3



                           CERTIFICATE OF DESIGNATION
                   OF THE BOARD OF DIRECTORS OF FIRST BANCORP
                  7.00% NONCUMULATIVE PERPETUAL MONTHLY INCOME
                            PREFERRED STOCK, SERIES E

              (PURSUANT TO ARTICLE 5.01 OF THE GENERAL CORPORATION
                     LAW OF THE COMMONWEALTH OF PUERTO RICO)

         We, the undersigned, Annie Astor-Carbonell and Carmen Gabriella
Szendrey-Ramos, the Senior Executive Vice President and Chief Financial Officer
and the Secretary, respectively of FIRST BANCORP. (hereinafter called the
"Corporation"), a corporation duly organized and existing under the laws of the
Commonwealth of Puerto Rico, do hereby certify that, pursuant to the authority
conferred upon the Board of Directors of the Corporation by the Certificate of
Incorporation of the Corporation and resolutions adopted by the Board of
Directors creating a committee thereof known as the "Pricing Committee", the
said Pricing Committee on September 25, 2003 adopted the following resolutions
creating a series of 7,584,000 shares of Preferred Stock designated as the
"7.00% Noncumulative Perpetual Monthly Income Preferred Stock, Series E."

                  RESOLVED, that pursuant to the authority expressly granted to
         and vested in the Board of Directors of the Corporation in accordance
         with the provisions of its Certificate of Incorporation, a series of
         Preferred Stock of the Corporation be and it hereby is created.

                  FURTHER RESOLVED, that the Pricing Committee designated by the
         Board of Directors has determined that the preferences and relative,
         participating, optional or other special rights of the shares of such
         series of Preferred Stock, and the qualifications, limitations or
         restrictions thereof, as stated and expressed herein, are under the
         circumstances prevailing on the date hereof fair and equitable to all
         the existing shareholders of the Corporation.

                  FURTHER RESOLVED, that the designation and amount of such
         series of Preferred Stock and the voting powers, preferences and
         relative, participating, optional or other special rights of the shares
         of such series of Preferred Stock, and the qualifications, limitations
         or restrictions thereof are as follows:

         A.       DESIGNATION AND AMOUNT

                  The shares of such series of Preferred Stock shall be
         designated as the "7.00% Noncumulative Perpetual Monthly Income
         Preferred Stock, Series E" (hereinafter called the "Series E Preferred
         Stock"), and the number of authorized shares constituting such series
         shall be 7,584,000.







         B.       DIVIDENDS

                  1.       Holders of record of the Series E Preferred Stock
         ("Holders") will be entitled to receive, when, as and if declared by
         the Board of Directors of the Corporation or an authorized committee
         thereof (the "Board of Directors"), out of funds of the Corporation
         legally available therefor, noncumulative cash dividends at the annual
         rate per share of 7.00% of their liquidation preferences, or $0.1458333
         per share per month, with each aggregate payment made to each record
         holder of the Series E Preferred Stock being rounded to the next lowest
         cent.

                  2.       Dividends on the Series E Preferred Stock will accrue
         from their date of original issuance and will be payable (when, as and
         if declared by the Board of Directors of the Corporation out of funds
         of the Corporation legally available therefor) monthly in arrears in
         United States dollars commencing on October 31, 2003, and on the last
         day of each calendar month of each year thereafter to the holders of
         record of the Series E Preferred Stock as they appear on the books of
         the Corporation on the fifteenth (15th) day of the month for which the
         dividends are payable. In the case of the dividend payable on October
         31, 2003, such dividend shall cover the period from the date of
         issuance of the Series E Preferred Stock to October 31, 2003. In the
         event that any date on which dividends are payable is not a Business
         Day, then payment of the dividend payable on such date will be made on
         the next succeeding Business Day without any interest or other payment
         in respect of any such delay, except that, if such Business Day is in
         the next succeeding calendar year, such payment will be made on the
         Business Day immediately preceding the relevant date of payment, in
         each case with the same force and effect as if made on such date. A
         "Business Day" is a day other than a Saturday, Sunday or a general bank
         holiday in San Juan, Puerto Rico or New York, New York.

                  3.       Dividends on the Series E Preferred Stock will be
         noncumulative. The Corporation is not obligated or required to declare
         or pay dividends on the Series E Preferred Stock, even if it has funds
         available for the payment of such dividends. If the Board of Directors
         of the Corporation does not declare a dividend payable on a dividend
         payment date in respect of the Series E Preferred Stock, then the
         holders of such Series E Preferred Stock shall have no right to receive
         a dividend in respect of the monthly dividend period ending on such
         dividend payment date and the Company will have no obligation to pay
         the dividend accrued for such monthly dividend period or to pay any
         interest thereon, whether or not dividends on such Series E Preferred
         Stock are declared for any future monthly dividend period.

                  4.       The amount of dividends payable for any monthly
         dividend period will be computed on the basis of twelve 30-day months
         and a 360-day year. The amount of dividends payable for any period
         shorter than a full monthly dividend period will be computed on the
         basis of the actual number of days elapsed in such period.

                  5.       Subject to any applicable fiscal or other laws and
         regulations, each dividend payment will be made by dollar check drawn
         on a bank in New York, New


                                       -2-


         York or San Juan, Puerto Rico and mailed to the record holder thereof
         at such holder's address as it appears on the register for such Series
         E Preferred Stock.

                  6.       So long as any shares of the Series E Preferred Stock
         remain outstanding, the Corporation shall not declare, set apart or pay
         any dividend or make any other distribution of assets (other than
         dividends paid or other distributions made in stock of the Corporation
         ranking junior to the Series E Preferred Stock as to the payment of
         dividends and the distribution of assets upon liquidation, dissolution
         or winding up of the Corporation) on, or redeem, purchase, set apart or
         otherwise acquire (except upon conversion or exchange for stock of the
         Corporation ranking junior to the Series E Preferred Stock as to the
         payment of dividends and the distribution of assets upon liquidation,
         dissolution or winding up of the Corporation), shares of common stock
         or of any other class of stock of the Corporation ranking junior to the
         Series E Preferred Stock as to the payment of dividends or the
         distribution of assets upon liquidation, dissolution or winding up of
         the Corporation, unless (i) all accrued and unpaid dividends on the
         Series E Preferred Stock for the twelve monthly dividend periods ending
         on the immediately preceding dividend payment date shall have been paid
         or are paid contemporaneously and the full monthly dividend on the
         Series E Preferred Stock for the then current month has been or is
         contemporaneously declared and paid or declared and set apart for
         payment, and (ii) the Corporation has not defaulted in the payment of
         the redemption price of any shares of Series E Preferred Stock called
         for redemption.

                  7.       When dividends are not paid in full on the Series E
         Preferred Stock and any other shares of stock of the Corporation
         ranking on a parity as to the payment of dividends with the Series E
         Preferred Stock, all dividends declared upon the Series E Preferred
         Stock and any such other shares of stock of the Corporation will be
         declared pro rata so that the amount of dividends declared per share on
         the Series E Preferred Stock and any such other shares of stock will in
         all cases bear to each other the same ratio that the liquidation
         preference per share of the Series E Preferred Stock and any such other
         shares of stock bear to each other.

                  8.       Holders of record of the Series E Preferred Stock
         will not be entitled to any dividend, whether payable in cash, property
         or stock, in excess of the dividends provided for herein on the shares
         of Series E Preferred Stock.

         C.       CONVERSION

                  The Series E Preferred Stock will not be convertible into or
         exchangeable for any other securities of the Corporation.

         D.       REDEMPTION AT THE OPTION OF THE CORPORATION

                  1.       The shares of the Series E Preferred Stock are not
         redeemable prior to September 30, 2008. On and after that date, the
         shares of the Series E Preferred Stock will be redeemable in whole or
         in part from time to time at the option of the Corporation,


                                       -3-





         with the consent of the Board of Governors of the Federal Reserve
         System (the "Federal Reserve Board") to the extent required by D.8
         below, upon not less than thirty nor more than sixty days' notice by
         mail, at the redemption prices set forth below, during the twelve-month
         periods beginning on September 30 of the years set forth below, plus
         accrued and unpaid dividends from the dividend payment date immediately
         preceding the redemption date (without any cumulation for unpaid
         dividends for prior dividend periods on the Series E Preferred Stock)
         to the date fixed for redemption.

                           Year                               Redemption Price

                           2008                                   $25.50
                           2009                                   $25.25
                           2010                                   $25.00

                  2.       In the event that less than all of the outstanding
         shares of the Series E Preferred Stock are to be redeemed in any
         redemption at the option of the Corporation, the total number of shares
         to be redeemed in such redemption shall be determined by the Board of
         Directors and the shares to be redeemed shall be allocated pro rata or
         by lot as may be determined by the Board of Directors or by such other
         method as the Board of Directors may approve and deem equitable,
         including any method to conform to any rule or regulation of any
         national or regional stock exchange or automated quotation system upon
         which the shares of the Series E Preferred Stock may at the time be
         listed or eligible for quotation.

                  3.       Notice of any proposed redemption shall be given by
         the Corporation by mailing a copy of such notice to the holders of
         record of the shares of Series E Preferred Stock to be redeemed, at
         their address of record, not more than sixty nor less than thirty days
         prior to the redemption date. The notice of redemption to each holder
         of shares of Series E Preferred Stock shall specify the number of
         shares of Series E Preferred Stock to be redeemed, the redemption date
         and the redemption price payable to such holder upon redemption, and
         shall state that from and after said date dividends thereon will cease
         to accrue. If less than all the shares owned by a holder are then to be
         redeemed at the option of the Corporation, the notice shall also
         specify the number of shares of Series E Preferred Stock which are to
         be redeemed and the numbers of the certificates representing such
         shares. Any notice which is mailed as herein provided shall be
         conclusively presumed to have been duly given, whether or not the
         stockholder receives such notice; and failure duly to give such notice
         by mail, or any defect in such notice, to the holders of any stock
         designated for redemption shall not affect the validity of the
         proceedings for the redemption of any other shares of Series E
         Preferred Stock.

                  4.       Notice having been mailed as aforesaid, from and
         after the redemption date (unless default be made in the payment of the
         redemption price for any shares to be redeemed), all dividends on the
         shares of Series E Preferred Stock called for redemption shall cease to
         accrue and all rights of the holders of such shares as stockholders of
         the Corporation by reason of the ownership of such shares (except the
         right to receive the


                                       -4-





         redemption price, on presentation and surrender of the respective
         certificates representing the redeemed shares), shall cease on the
         redemption date, and such shares shall not after the redemption date be
         deemed to be outstanding. In case less than all the shares represented
         by such certificate are redeemed, a new certificate shall be issued
         without cost to the holder thereof representing the unredeemed shares.

                  5.       At its option, the Corporation may, on or prior to
         the redemption date, irrevocably deposit the aggregate amount payable
         upon redemption of the shares of the Series E Preferred Stock to be
         redeemed with a bank or trust company designated by the Board of
         Directors having its principal office in New York, New York, San Juan,
         Puerto Rico, or any other city in which the Corporation shall at that
         time maintain a transfer agency with respect to its capital stock, and
         having a combined capital and surplus (as shown by its latest published
         financial statement) of at least $50,000,000 (hereinafter referred to
         as the "Depositary"), to be held in trust by the Depositary for payment
         to the holders of the shares of the Series E Preferred Stock then to be
         redeemed. If such deposit is made and the funds so deposited are made
         immediately available to the holders of the shares of the Series E
         Preferred Stock to be redeemed, the Corporation shall thereupon be
         released and discharged (subject to the provisions of Section D.6) from
         any obligation to make payment of the amount payable upon redemption of
         the shares of the Series E Preferred Stock to be redeemed, and the
         holders of such shares shall look only to the Depositary for such
         payment.

                  6.       Any funds remaining unclaimed at the end of two years
         from and after the redemption date in respect of which such funds were
         deposited shall be returned to the Corporation forthwith and thereafter
         the holders of shares of the Series E Preferred Stock called for
         redemption with respect to which such funds were deposited shall look
         only to the Corporation for the payment of the redemption price
         thereof. Any interest accrued on any funds deposited with the
         Depositary shall belong to the Corporation and shall be paid to it from
         time to time on demand.

                  7.       Any shares of the Series E Preferred Stock which
         shall at any time have been redeemed shall, after such redemption, have
         the status of authorized but unissued shares of Preferred Stock,
         without designation as to series, until such shares are once more
         designated as part of a particular series by the Board of Directors.

                  8.       To the extent required to have the Series E Preferred
         Stock treated as Tier 1 capital for bank regulatory purposes or
         otherwise required by applicable regulations of the Federal Reserve
         Board, the shares of Series E Preferred Stock may not be redeemed by
         the Company without the prior consent of the Federal Reserve Board.

         E.       LIQUIDATION PREFERENCE

                  1.       Upon any voluntary or involuntary liquidation,
         dissolution, or winding up of the Corporation, the then record holders
         of shares of Series E Preferred Stock will be entitled to receive out
         of the assets of the Corporation available for distribution to


                                       -5-





         shareholders, before any distribution is made to holders of common
         stock or any other equity securities of the Corporation ranking junior
         upon liquidation to the Series E Preferred Stock, distributions upon
         liquidation in the amount of $25.00 per share plus an amount equal to
         any accrued and unpaid dividends (without any cumulation for unpaid
         dividends for prior dividend periods on the Series E Preferred Stock)
         for the current monthly dividend period to the date of payment. Such
         amount shall be paid to the holders of the Series E Preferred Stock
         prior to any payment or distribution to the holders of the common stock
         of the Corporation or any other class of stock or series thereof of the
         Corporation ranking junior to the Series E Preferred Stock in respect
         of dividends or as to the distribution of assets upon liquidation.

                  2.       If upon any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation, the amounts payable with
         respect to the Series E Preferred Stock and any other shares of stock
         of the Corporation ranking as to any such distribution on a parity with
         the Series E Preferred Stock are not paid in full, the holders of the
         Series E Preferred Stock and of such other shares will share ratably in
         any such distribution of assets of the Corporation in proportion to the
         full liquidation preferences to which each is entitled. After payment
         of the full amount of the liquidation preference to which they would
         otherwise be entitled, the holders of shares of Series E Preferred
         Stock will not be entitled to any further participation in any
         distribution of assets of the Corporation.

                  3.       Neither the consolidation or merger of the
         Corporation with any other corporation, nor any sale, lease or
         conveyance of all or any part of the property or business of the
         Corporation, shall be deemed to be a liquidation, dissolution, or
         winding up of the Corporation.

         F.       VOTING RIGHTS

                  1.       Except as described in this Section F, or except as
         required by applicable law, holders of the Series E Preferred Stock
         will not be entitled to receive notice of or attend or vote at any
         meeting of stockholders of the Corporation.

                  2.       If the Corporation does not pay dividends in full on
         the Series E Preferred Stock for eighteen monthly dividend periods
         (whether consecutive or not), the holders of outstanding shares of the
         Series E Preferred Stock, together with the holders of any other shares
         of stock of the Corporation having the right to vote for the election
         of directors solely in the event of any failure to pay dividends,
         acting as a single class without regard to series, will be entitled, by
         written notice to the Corporation given by the holders of a majority in
         liquidation preference of such shares or by ordinary resolution passed
         by the holders of a majority in liquidation preference of such shares
         present in person or by proxy at a separate general meeting of such
         holders convened for the purpose, to appoint two additional members of
         the Board of Directors of the Corporation, to remove any such member
         from office and to appoint another person in place of such member. Not
         later than 30 days after such entitlement arises, if written notice by
         a majority of the holders of such shares has not been given as provided
         for in the preceding sentence, the Board of


                                       -6-





         Directors or an authorized committee thereof will convene a separate
         general meeting for the above purpose. If the Board of Directors or
         such authorized committee fails to convene such meeting within such
         30-day period, the holders of 10% of the total aggregate outstanding
         shares of the Series E Preferred Stock and any such other stock will be
         entitled to convene such meeting. The provisions of the Certificate of
         Incorporation and By-laws of the Corporation relating to the convening
         and conduct of general meetings of stockholders will apply with respect
         to any such separate general meeting. Any member of the Board of
         Directors so appointed shall vacate office if, following the event
         which gave rise to such appointment, the Corporation shall have resumed
         the payment of dividends in full on the Series E Preferred Stock and
         each such other series of stock for twelve consecutive monthly dividend
         periods.

                  3.       Any amendment, alteration or repeal of the rights,
         preferences and privileges of the Series E Preferred Stock by way of
         amendment of the Corporation's Certificate of Incorporation or
         otherwise (including, without limitation, the authorization or issuance
         of any shares of the Corporation ranking, as to dividend rights or
         rights on liquidation, winding up and dissolution, senior to the Series
         E Preferred Stock) which would materially and adversely affect the
         powers, preferences or special rights of the Series E Preferred Stock
         shall not be effective (unless otherwise required by applicable law)
         except with the consent in writing of the holders of at least two
         thirds of the outstanding aggregate liquidation preference of the
         outstanding shares of the Series E Preferred Stock or with the sanction
         of a special resolution passed at a separate general meeting by the
         holders of at least two thirds of the aggregate liquidation preference
         of the outstanding shares of the Series E Preferred Stock.
         Notwithstanding the foregoing, the Corporation may, without the consent
         or sanction of the holders of the Series E Preferred Stock, authorize
         and issue shares of the Corporation ranking, as to dividend rights and
         rights on liquidation, winding up and dissolution, on a parity with or
         junior to the Series E Preferred Stock.

                 The foregoing voting provisions shall not apply if, at or prior
         to the time when the act with respect to which such vote would
         otherwise be required shall be effected, all outstanding shares of the
         Series E Preferred Stock shall have been redeemed or called for
         redemption upon proper notice and sufficient funds shall have been
         deposited in trust to effect such redemption.

                  4.       No vote of the holders of the Series E Preferred
         Stock will be required for the Corporation to redeem or purchase and
         cancel the Series E Preferred Stock in accordance with the Certificate
         of Incorporation of the Corporation.

                  5.       The Corporation will cause a notice of any meeting at
         which holders of any series of Preferred Stock are entitled to vote to
         be mailed to each record holder of such series of Preferred Stock. Each
         such notice will include a statement setting forth (i) the date of such
         meeting, (ii) a description of any resolution to be proposed for
         adoption at such meeting on which such holders are entitled to vote and
         (iii) instructions for deliveries of proxies.


                                       -7-





                  6.       Except as set forth in this Section F, holders of
         Series E Preferred Stock shall have no special voting rights and their
         consent shall not be required (except to the extent they are entitled
         to vote as set forth herein) for taking any corporate action.

         G.       RANK

                  The Series E Preferred Stock will, with respect to dividend
         rights and rights on liquidation, winding up and dissolution, rank (i)
         senior to all classes of common stock of the Corporation and to all
         other equity securities issued by the Corporation the terms of which
         specifically provide that such equity securities will rank junior to
         the Series E Preferred Stock (or to a number of series of Preferred
         Stock which includes the Series E Preferred Stock); (ii) on a parity
         with the Corporation's 7.125% Noncumulative Perpetual Monthly Income
         Preferred Stock, Series A, the Corporation's 8.35% Noncumulative
         Perpetual Monthly Income Preferred Stock, Series B, the Corporation's
         7.40% Noncumulative Perpetual Monthly Income Preferred Stock, Series C,
         the Corporation's 7.25% Noncumulative Perpetual Monthly Income
         Preferred Stock, Series D and with all other equity securities issued
         by the Corporation the terms of which specifically provide that such
         equity securities will rank on a parity with the Series E Preferred
         Stock (or with a number of series of Preferred Stock which includes the
         Series E Preferred Stock); and (iii) junior to all equity securities
         issued by the Corporation the terms of which specifically provide that
         such equity securities will rank senior to the Series E Preferred Stock
         (or to a number of series of Preferred Stock which includes the Series
         E Preferred Stock). For this purpose, the term "equity securities" does
         not include debt securities convertible into or exchangeable for equity
         securities.

         H.       FORM OF CERTIFICATE FOR SERIES E PREFERRED STOCK;
                  TRANSFER AND REGISTRATION

                  1.       The Series E Preferred Stock shall be issued in
         registered form only. The Corporation may treat the record holder of a
         share of Series E Preferred Stock, including the Depository Trust
         Company and its nominee and any other holder that holds such share on
         behalf of any other person, as such record holder appears on the books
         of the registrar for the Series E Preferred Stock, as the sole owner of
         such share for all purposes.

                  2.       The transfer of a share of Series E Preferred Stock
         may be registered upon the surrender of the certificate evidencing the
         share of Series E Preferred Stock to be transferred, together with the
         form of transfer endorsed on it duly completed and executed, at the
         office of the transfer agent and registrar.

                  3.       Registration of transfers of shares of Series E
         Preferred Stock will be effected without charge by or on behalf of the
         Corporation, but upon payment (or the giving of such indemnity as the
         transfer agent and registrar may require) in respect of any tax or
         other governmental charges which may be imposed in relation to it.


                                       -8-





                  4.       The Corporation will not be required to register the
         transfer of a share of Series E Preferred Stock after such share has
         been called for redemption.

         I.       REPLACEMENT OF LOST CERTIFICATES

                  If any certificate for a share of Series E Preferred Stock is
         mutilated or alleged to have been lost, stolen or destroyed, a new
         certificate representing the same share shall be issued to the holder
         upon request subject to delivery of the old certificate or, if alleged
         to have been lost, stolen or destroyed, compliance with such conditions
         as to evidence, indemnity and the payment of out-of-pocket expenses of
         the Corporation in connection with the request as the Board of
         Directors of the Corporation may determine.

         J.       NO PREEMPTIVE RIGHTS

                  Holders of the Series E Preferred Stock will have no
         preemptive or preferential rights to purchase any securities of the
         Corporation.

         K.       NO REPURCHASE AT THE OPTION OF HOLDERS; MISCELLANEOUS


                  Holders of Series E Preferred Stock will have no right to
         require the Corporation to redeem or repurchase any shares of Series E
         Preferred Stock, and the shares of Series E Preferred Stock are not
         subject to any sinking fund or similar obligation. The Corporation may,
         at its option, purchase shares of the Series E Preferred Stock from
         holders thereof from time to time, by tender, in privately negotiated
         transactions or otherwise.




                   [REST OF PAGE IS INTENTIONALLY LEFT BLANK]


                                       -9-




The undersigned hereby certify that the capital of the Corporation will not be
reduced under or by reason of the adoption of the above resolutions providing
for the creation of the above described series of Preferred Stock.

                  IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this Certificate to be signed by Annie
Astor-Carbonell, its Senior Executive Vice President and Chief Financial
Officer, and Carmen Gabriella Szendrey- Ramos, its Secretary, this 25th day of
September, 2003.



                                           FIRST BANCORP.


                                   By:   /s/ Annie Astor-Carbonell
                                      --------------------------------------
                                            Annie Astor-Carbonell

[CORPORATE SEAL]

                                   By:   /s/ Carmen Gabriella Szendrey-Ramos
                                      --------------------------------------
                                            Carmen Gabriella Szendrey-Ramos


                                      -10-