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                                                                    EXHIBIT 4(b)

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

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

         We, the undersigned, Annie Astor de Carbonell and Antonio R. Escriba,
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 "Preferred Stock Designation
and Pricing Committee", the said Preferred Stock Designation and Pricing
Committee on ___________, 2002, adopted the following resolutions creating a
series of ___________ shares of Preferred Stock designated as the "____%
Noncumulative Perpetual Monthly Income Preferred Stock, Series D."

                  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 Preferred Stock Designation and
         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 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 "______% Noncumulative Perpetual Monthly Income
         Preferred Stock, Series D" (hereinafter called the "Series D Preferred
         Stock"), and the number of authorized shares constituting such series
         shall be ________________.



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                  B.       DIVIDENDS

                  1. Holders of record of the Series D 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 _____% of their liquidation preferences, or
         $0._________ per share per month, with each aggregate payment made to
         each record holder of the Series D Preferred Stock being rounded to the
         next lowest cent.

                  2. Dividends on the Series D 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 ________, 2002, and on the last day
         of each calendar month of each year thereafter to the holders of record
         of the Series D 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
         _________, 2002, such dividend shall cover the period from the date of
         issuance of the Series D Preferred Stock to _______, 2002. 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 D Preferred Stock will be
         noncumulative. The Corporation is not obligated or required to declare
         or pay dividends on the Series D 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 D Preferred Stock, then the
         holders of such Series D 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 D 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.


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                  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 D Preferred Stock.

                  6. So long as any shares of the Series D 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 D 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 D 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 D 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 D 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 D 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 D Preferred Stock called
         for redemption.

                  7. When dividends are not paid in full on the Series D
         Preferred Stock and any other shares of stock of the Corporation
         ranking on a parity as to the payment of dividends with the Series D
         Preferred Stock, all dividends declared upon the Series D 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 D 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 D Preferred Stock and any such other
         shares of stock bear to each other.

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

                  C.       CONVERSION

                  The Series D 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 D Preferred Stock are not
         redeemable prior to _______, 2007. On and after that date, the shares
         of the Series D 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 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 ________ 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 D Preferred Stock) to the date
         fixed for redemption.

<TABLE>
<CAPTION>
                        Year                  Redemption Price
                        ----                  ----------------
                        <S>                   <C>

                        2007                       $25.50
                        2008                       $25.25
                        2009                       $25.00
</TABLE>

                  2. In the event that less than all of the outstanding shares
         of the Series D 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 D 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 D 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 D Preferred Stock shall specify the number of shares
         of Series D 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 D 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 D
         Preferred Stock.

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                  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 D 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 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 D 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 (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 D 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 D
         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 D 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 D 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 D 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 D Preferred Stock
         treated as Tier 1 capital for bank regulatory purposes or otherwise
         required by applicable regulations of


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         the Federal Reserve Board, the shares of Series D 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 D 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 D 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 D Preferred Stock) for the current
         monthly dividend period to the date of payment. Such amount shall be
         paid to the holders of the Series D 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 D 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 D Preferred Stock and any other shares of stock
         of the Corporation ranking as to any such distribution on a parity with
         the Series D Preferred Stock are not paid in full, the holders of the
         Series D 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 D 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 D 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 D Preferred Stock for eighteen monthly dividend periods (whether
         consecutive or not), the holders of outstanding shares of the Series D
         Preferred Stock, together with the holders of any other


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         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 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 D 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 D 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 D 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
         D Preferred Stock) which would materially and adversely affect the
         powers, preferences or special rights of the Series D 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 D 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 D Preferred Stock.
         Notwithstanding the foregoing, the Corporation may, without the consent
         or sanction of the holders of the Series D 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 D 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 D Preferred Stock shall have been redeemed or called for


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         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 D Preferred Stock will
         be required for the Corporation to redeem or purchase and cancel the
         Series D 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.

                  6. Except as set forth in this Section F, holders of Series D
         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 D 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 D Preferred Stock (or to a number of series of Preferred
         Stock which includes the Series D 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
         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 D Preferred Stock (or with a number of
         series of Preferred Stock which includes the Series D 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 D Preferred Stock (or to a number of series
         of Preferred Stock which includes the Series D 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 D PREFERRED STOCK;
         TRANSFER AND REGISTRATION

                  1. The Series D Preferred Stock shall be issued in registered
         form only. The Corporation may treat the record holder of a share of
         Series D Preferred Stock, including


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         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 D Preferred Stock,
         as the sole owner of such share for all purposes.

                  2. The transfer of a share of Series D Preferred Stock may be
         registered upon the surrender of the certificate evidencing the share
         of Series D 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 D 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 D Preferred Stock after such share has
         been called for redemption.

                  I.       REPLACEMENT OF LOST CERTIFICATES

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


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                  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 de Carbonell, its Senior Executive Vice President and Chief
         Financial Officer, and Antonio R. Escriba, its Secretary, this ___ day
         of ___________, 2002.

                                                      FIRST BANCORP.


                                             By:
                                                --------------------------------
                                                   Annie Astor de Carbonell
         [CORPORATE SEAL]

                                             By:
                                                 -------------------------------
                                                      Antonio R. Escriba


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