<PAGE>

                                                                     EXHIBIT 4.1

    % NONCUMULATIVE PERPETUAL MONTHLY INCOME
         PREFERRED STOCK, SERIES E
         PAR VALUE $1.00 PER SHARE

                                             SHARES

                                 FIRST BANCORP.
         INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO

                                             CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS IS TO CERTIFY that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF   % NONCUMULATIVE PERPETUAL MONTHLY
INCOME PREFERRED STOCK, SERIES E, WITH A PAR VALUE OF $1 EACH, OF FIRST
BANCORP., transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.

         WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:

/s/ Carmen Gabriella Szendrey-Ramos                      /s/ Angel Alvarez-Perez
         Secretary                 [First BanCorp. Seal]         President

COUNTERSIGNED AND REGISTERED:

         Bank of New York
         TRANSFER AGENT
         AND REGISTRAR

BY:

         AUTHORIZED SIGNATURE

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                                 FIRST BANCORP.

         The Corporation will furnish without charge to each shareholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series which the
Corporation is authorized to issue and the qualifications, limitations or
restrictions of such preferences and/or rights. Any request should be made to
the Secretary of the Corporation.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>          <C>                                            <C>
TEN COM      -     as tenants in common                     UNIF GIFT MIN ACT -__________CUSTODIAN___________
TEN ENT      -     as tenant by the entireties                                  (Cust)               (Minor)
JT TEN   -   as joint tenants with rights of survivorship                    Under Uniform Gifts to Minors
                   and not as tenants in common                              Act_____________________________
</TABLE>

         Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,_________________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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      Please print or typewrite name and address, including postal zip code
of assignee.

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------------------------------------------------Shares of the capital stock
represented by the within certificate, and do hereby irrevocably constitute and
appoint---------------------------------------------------------------Attorney,
to transfer said stock on the books of the within-named Corporation with full
power of substitution in the premises.

Dated,_____________________

                                             -------------------------------