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                          ORIENTAL FINANCIAL GROUP INC.


                           CERTIFICATE OF DESIGNATION
                    OF THE PREFERRED STOCK PRICING COMMITTEE

           7.0% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, SERIES B


         Pursuant to Article 5.01 of the General Corporation Law of the
Commonwealth of Puerto Rico, the undersigned, Carlos O. Souffront, as Secretary
of the Board of Directors of Oriental Financial Group Inc. (the "Corporation"),
a Puerto Rico corporation, HEREBY CERTIFIES that, pursuant to the authority
conferred upon the Board of Directors by the Corporation's Certificate of
Incorporation, as amended, and resolutions duly adopted by the Board of
Directors on August 26, 2003, creating a committee thereof known as the
"Preferred Stock Pricing Committee," the Preferred Stock Pricing Committee on
September 25, 2003, duly adopted the following resolutions creating a series of
1,380,000 shares of Preferred Stock designated as the "7.0% Noncumulative
Monthly Income Preferred Stock, Series B," and that such resolutions have not
been modified or rescinded and remain in full force and effect:

         "RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation and delegated to the
Preferred Stock Pricing Committee in accordance with the provisions of the
Corporation's Certificate of Incorporation, as amended, a series of Preferred
Stock of the Corporation be and it hereby is created.

         FURTHER RESOLVED, that the Preferred Stock 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

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                                      -2-


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 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
"7.0% Noncumulative Monthly Income Preferred Stock, Series B" (hereinafter
called the "Series B Preferred Stock"), and the number of authorized shares
constituting such series shall be 1,380,000.

B.       DIVIDENDS

         1. Holders of record of the Series B Preferred Stock (the "Holders")
will be entitled to receive, when, as and if declared by the Board of Directors,
out of funds of the Corporation legally available therefor, noncumulative cash
dividends at the annual rate per share of 7.0% of their liquidation preferences,
or $0.145833333 per share per month ($1.75 per share per year), with each
aggregate payment made to each record holder of the Series B Preferred Stock
being rounded to the next lowest cent.

         2. Dividends on the Series B Preferred Stock will accrue from their
date of original issuance and will be payable (when, as and if declared by the
Board of Directors 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 B Preferred Stock as they appear on the books of the
Corporation on the fifteenth day of the month containing the relevant date of
payment. 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 B 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

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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 B Preferred Stock will be noncumulative. The
Corporation is not obligated or required to declare or pay dividends on the
Series B Preferred Stock, even if it has funds available for the payment of such
dividends. If the Board of Directors or an authorized committee thereof does not
declare a dividend payable on a dividend payment date in respect of the Series B
Preferred Stock, then the holders of such Series B 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 Corporation 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 B 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
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 B Preferred
Stock.

         6. So long as any shares of the Series B 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 B
Preferred Stock as to the payment of dividends and the distribution of assets
upon liquidation, dissolution or


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                                      -4-


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 B 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 B 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
B Preferred Stock for the twelve monthly dividend periods ending on the
immediately preceding dividend payment date shall have been paid or are paid
contemporaneously, (ii) the full monthly dividend on the Series B Preferred
Stock for the then current month has been or is contemporaneously declared and
paid or declared and set apart for payment, and (iii) the Corporation has not
defaulted in the payment of the redemption price of any shares of Series B
Preferred Stock called for redemption.

         7. When dividends are not paid in full on the Series B Preferred Stock
and any other shares of stock of the Corporation ranking on a parity as to the
payment of dividends with the Series B Preferred Stock, all dividends declared
upon the Series B 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 B Preferred Stock and any such other shares of stock
will in all cases bear to each other the same ratio that the full dividend on
the Series B Preferred Stock for the then-current dividend period (which shall
not include any accumulation in respect of unpaid dividends for prior dividend
periods) and full dividends, including required or permitted accumulations, if
any, on such other classes of equally ranked stock, bear to each other.

         8. Holders of record of the Series B 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 B Preferred Stock.

C.       CONVERSION

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

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D.       REDEMPTION AT THE OPTION OF THE CORPORATION

         1. The shares of the Series B Preferred Stock are not redeemable prior
to October 31, 2008. On and after that date, the shares of the Series B
Preferred Stock will be redeemable in whole or in part from time to time at the
option of the Corporation, with the consent of the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") to the extent required by
Section 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 October 31, 2008 of the years set forth below, plus accrued
and unpaid dividends to the date fixed for redemption.

<TABLE>
<CAPTION>
                  YEAR                       REDEMPTION PRICE
                  ----                       ----------------
                  <S>                        <C>

                  2008                          $25.50

                  2009                          $25.25

                  2010 and thereafter           $25.00
</TABLE>

         2. In the event that less than all of the outstanding shares of the
Series B 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 B 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 B 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 B Preferred Stock shall specify
the number of shares of Series B Preferred Stock to be redeemed, the redemption
date and the redemption price payable to such holder upon redemption, and


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                                      -6-



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 B 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 B 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 re deemed), all dividends on the shares of Series B
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 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 any 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 B 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 statement) of at least $50,000,000 (herein after referred to as the
"Depositary"), to be held in trust by the Depositary for payment to the holders
of the shares of the Series B 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 B Preferred Stock to be redeemed, the
Corporation shall

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                                      -7-


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 B 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 B 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 B 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 B 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 B
Preferred Stock may not be redeemed by the Corporation 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 B
Preferred Stock will be entitled to receive out of the assets of the Corporation
available for distribution to 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 B Preferred Stock, distributions
upon liquidation in the amount of $25 per share plus an amount equal to any
accrued and unpaid dividends for the current monthly dividend period to the date
of payment. Such amount shall be paid to the holders of the Series B Preferred
Stock prior to any

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                                      -8-


payment or distribution to the holders of the common stock of the Corporation or
of any other class of stock or series thereof of the Corporation ranking junior
to the Series B 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 B
Preferred Stock and any other shares of stock of the Corporation ranking as to
any such distribution on a parity with the Series B Preferred Stock are not paid
in full, the holders of the Series B 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 B 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 B 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 B
Preferred Stock for eighteen monthly dividend periods, whether consecutive or
not, the holders of outstanding shares of the Series B 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

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                                      -9-


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 this purpose, to appoint two additional
members of the Board of Directors, 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 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 outstanding shares of the Series B Preferred Stock and any such
other stock will be entitled to convene such meeting. The provisions of the
Corporation's Certificate of Incorporation, as amended, 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 B Preferred Stock and
each such other series of stock for twelve consecutive monthly dividend periods.

         3. Any variation or abrogation of the rights, preferences and
privileges of the Series B Preferred Stock by way of amendment of the
Corporation's Certificate of Incorporation, as amended, 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 B 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 B 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 B Preferred Stock. Notwithstanding the
foregoing, the Corporation may, without the consent or sanction of the holders
of the Series B Preferred Stock, authorize and issue shares of the Corporation
ranking, as to dividend rights and


<PAGE>
                                      -10-


rights on liquidation, winding up and dissolution, on a parity with or junior to
the Series B Preferred Stock.

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

         6. Except as set forth in this Section F, holders of Series B 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 B 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 B Preferred Stock (or to a
number of series of Preferred Stock which includes the Series B Preferred
Stock); (ii) on a parity with the Corporation's outstanding 7.125% Noncumulative
Monthly Income Preferred Stock, Series A, 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 B Preferred Stock (or
with a number of series of Preferred Stock which includes the Series B Preferred
Stock); and (iii) subject to the provisions of Section F(3) hereof, 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 B Preferred
Stock (or to a number of series of Preferred Stock which includes the Series B
Preferred Stock). For this

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                                      -11-


purpose, the term "equity securities" does not include debt securities
convertible into or exchangeable for equity securities.

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

         1. The Series B Preferred Stock shall be issued in registered form
only. The Corporation may treat the record holder of a share of Series B
Preferred Stock, including The Depository Trust Company, New York, New York, 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 B Preferred Stock, as the sole owner of such share for all purposes.

         2. The transfer of a share of Series B Preferred Stock may be
registered upon the surrender of the certificate evidencing the share of Series
B Preferred Stock to be trans ferred, 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 B 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.

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

I.       REPLACEMENT OF LOST CERTIFICATES

         If any certificate for a share of Series B 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 may determine.

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J.       NO PREEMPTIVE RIGHTS

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

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed and issued by its Secretary,
this 25th day of September, 2003.

                                              ORIENTAL FINANCIAL GROUP INC.



         [Corporate Seal]
                                              By: /s/ Carlos O. Souffront
                                                  -----------------------
                                                    Carlos O. Souffront
                                                          Secretary