EX-4.4






	 	 	 	 	 



Exhibit 4.4




ARTICLES OF INCORPORATION

OF FIRST BANCORP




FIRST





     The name of this corporation is “First BanCorp.” (hereinafter the “Corporation”).



SECOND




     The principal office of the Corporation shall be located at 1519 Ponce de Leon Avenue,
Santurce, Puerto Rico 00908. The Resident Agent of the Corporation is Jorge del Pino, at the same
address above.



THIRD




     The term of existence of the Corporation is indefinite.



FOURTH




     The purpose of the Corporation is to engage, for profit, in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of the Commonwealth of
Puerto Rico, as amended from time to time (hereinafter, as so amended, the “Corporation Law”).



FIFTH




     (a) The business and activities of the Corporation shall be under the authority of a board of
directors composed of the number of directors fixed from time to time by resolution of an absolute
majority of the board of directors within the limits established in the By-Laws, provided that the
number of directors shall always be an odd number and not less than five (5) nor more than fifteen
(15). Directors shall be elected at the annual meeting of stockholders to serve one-year terms and
until their successors are elected and qualified. A majority of the directors holding office shall
constitute a quorum at meetings of the board of directors.



     (b) The directors shall have such qualifications, shall be subject to such responsibilities,
shall comply with such requirements and shall hold office pursuant to the provisions of the
Corporation Act and the By-Laws of the Corporation.



     (c) Any vacancy in the board of directors may be filled by a majority of the votes of the
directors in function. The directors so elected shall meet all of the conditions and shall be
subject to the same responsibilities of the directors elected by the stockholders and shall remain
in their office until the next general meeting of stockholders is held and their successors have
been duly elected and are sworn in their offices.



     (d) A director may be removed only for cause at a meeting of stockholders called expressly for
that purpose by a vote of seventy-five percent (75%) of the shares then entitled to vote at such in
election of directors. Notwithstanding the above, directors may be removed if required by
regulatory authorities or by law.



     (e) The board of directors, by resolution approved by an absolute majority, may appoint one or
more Committees, each one composed of one or more directors of the Corporation, and such executive
or administrative officers as the board of directors may assign. Such committees shall and may
exercise those powers that the board of directors may so delegate.



SIXTH




     The authorized capital of the Corporation shall be THREE HUNDRED MILLION DOLLARS
($300,000,000) represented by TWO HUNDRED FIFTY MILLION ($250,000,000) shares of common stock, ONE
DOLLAR ($1.00) par value per share, and FIFTY MILLION (50,000,000) shares of Preferred Stock, ONE
DOLLAR ($1.00) par value per share. The shares may be issued by the Corporation from time to time
as authorized by the board of directors without the further approval of shareholders, except as
otherwise provided in this Article Sixth or to the extent that such approval is required by
governing law, rule or regulations.



     No shares of capital stock (including shares issuable upon conversion, exchange or exercise of
other securities) shall be issued, directly or indirectly, to officers, directors or controlling
persons of the Corporation other than as part of a general public offering, unless their issuance
or the plan (including stock option plans) under which they would be issued has been approved by a
majority of the total votes to be cast at a legal meeting of stockholders.



     The board of directors is expressly authorized to provide, when it deems necessary, for the
issuance of shares of preferred stock in one or more series, with such voting powers, and with such
designations, preferences, rights, qualifications, limitations or restrictions thereof, as shall be
expressed in resolution or resolutions of the board of directors, authorizing such issuance,
including (but without limiting the generality of the foregoing) the following:



     (a) the designation of such series;



     (b) the dividend rate of such series, the conditions and dates upon which the dividends shall
be payable, the preference or relation which such dividends shall bear to the dividends payable on
any other class or classes of capital stock of the Corporation, and whether such dividends shall be
cumulative or non-cumulative;



     (c) whether the shares of such series shall be subject to redemption by the Corporation, and
if made subject to such redemption, the terms and conditions of such redemption;



     (d) the terms and amount of any sinking fund provided for the purchase or redemption of the
shares of such series;



     (e) whether the shares of such series shall be convertible and if provision be made for
conversion, the terms of such conversion;



 









 





     (f) the extent, if any, to which the holders of such shares shall be entitled to vote;
provided however, that in no event, shall any holder of any series of preferred stock be entitled
to more than vote for each such share;



     (g) the restrictions and conditions, if any, upon the issue or re-issue of any additional
preferred stock ranking on a parity with or prior to such shares as to dividends or upon
dissolution; and



     (h) the rights of the holders of such shares upon dissolution of, or upon distribution of
assets of the Corporation, which rights may be different in the case of voluntary dissolution.



SEVENTH




     Holders of capital stock of the Corporation, common and preferred stock, shall not have any
preemptive or preferential right of subscription to or purchase of any shares, nor to any
obligations convertible into any shares of the Corporation; whether now or hereafter authorized,
except as the board of directors, in its discretion, may from time to time determine and at such
price as the board of directors may from time to time fix.



EIGHTH




     The Corporation shall hold at least one general annual meeting of stockholders each year, at
such place and date prescribed by the By-Laws of the Corporation, and such other special meetings
necessary in the opinion of the President or the board of directors.



     The general annual meetings shall be convened by mailing a notice to each stockholder at least
ten (10) days, but not more than 60 days prior to the dates set forth for such meeting.



     Notices of special meetings of stockholders shall contain the same information as notices of
general annual meetings of stockholders, but shall also contain information in connection with the
reasons for the call to the meeting and in connection with the different matters to be considered
and voted upon at the meeting. Notices prepared in accordance with these provisions shall be
required in order to hold a valid stockholders’ meeting, and dispensing therewith shall be excused
only by the written consent of the stockholders.



     To form quorum at general meetings and at special meetings, more than half of the paid-in
capital must be represented by shareholders in person or by proxy. If no quorum is present a
second call shall be made in accordance with the Corporation Act and the By-Laws.



     Action shall be taken only by a majority vote of stockholders present, by vote or proxy,
except as otherwise provided in the preceding paragraph, and in such other cases provided by law.



NINTH




     (1) The Corporation shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the written request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or proceeding if it is
formally determined by the Board of Directors, or other committee or entity empowered to make such
determination, that he acted in good faith and in a manner he reasonable believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.



     (2) The Corporation shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection with the defense or settlement of such action or suit if
it is formally determined by the Board of Directors, or other committee or entity empowered to make
such determination, that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the Corporation unless and
only to the extent that the court in which such action was brought shall determine upon
application, that despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.



     (3) To the extent that a director, officer employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
paragraph 1 or 2 of this Article NINTH, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by him in connection therewith.



     (4) Any indemnification under paragraph 1 or 2 of this Article NINTH (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth therein. Such
determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.



     (5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in specific case upon receipt of an



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undertaking by or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation
as authorized in this Article NINTH.



     (6) The indemnification provided by this Article NINTH shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any statute, by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.



     (7) By action of its Board of Directors, notwithstanding any interest of the directors in the
action, the Corporation may purchase and maintain insurance, in such amounts as the Board of
Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such.



     (8) Notwithstanding anything contained herein to the contrary, no indemnification may be made
by the Corporation to any person if it relates to the imposition of a fine for an infraction or
violation of any provision of the law.



TENTH

BUSINESS COMBINATIONS




A. Definitions and Related Matters:




     1. Affiliate. An “Affiliate” of , or a Person “affiliated with”, a specific Person
means a Person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.



     2. Associate. The term “Associate” used to indicate a relationship with any Person
means:



          (a) Any corporation or organization (other than the Corporation or a Subsidiary of the
Corporation) of which such Person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of equity securities;



          (b) Any trust or other state in which such Person has a ten percent (10%) or greater
beneficial interest or as to which such Person serves as trustee or in a similar fiduciary
capacity;



          (c) Any relative or spouse of such Person, or any relative of such spouse who has the same
home as such Person; or



          (d) Any investment company registered under the Investment Company Act of 1940 for which such
Person or any Affiliate or Associate of such Person serves as investment adviser.



     3. Beneficial Owner. A person shall be considered the “ Beneficial Owner” of any
shares of stock (whether or not owned or record):



          (a) With respect to which such Person or any Affiliate or Associate of such Person directly or
indirectly has or shares (i) voting power, including the power to vote or to direct the voting of
such shares of stock and/or (ii) investment power, including gthe power to dispose of or to direct
the disposition of such shares of stock;



          (b) Which such Person or any Affiliate or Associate of such Person has (i) the right to
acquire (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding or upon the exercise of conversation rights,
exchange rights, warrants or options, or otherwise, and/or (ii) the right to vote pursuant to any
agreement, arrangement or understanding (whether such right is exercisable immediately or only
after the passage of time); or



          (c) Which are Beneficially Owned within the meaning of paragraphs (a) or (b) of this
subsection 3 by any other Person with which such first-mentioned Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding, written or oral, with respect to
acquiring, holding, voting or disposing of any shares of stock of the Corporation or any Subsidiary
of the Corporation or acquiring, holding or disposing of all or substantially all, or any
Substantial Part, of the assets or businesses of the Corporation or Subsidiary of the Corporation.



     For the purpose only of determining whether a Person is the Beneficial Owner of a percentage
specified in this Article TENTH of the outstanding Voting Shares, such shares shall be deemed to
include any Voting Shares which may be issuable pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights, warrants, options or
otherwise and which are deemed to be beneficially owned by such Person pursuant to the foregoing
provisions of this subsection 3.



     4. Business Combination. A “Business Combination” means:



          (a) The sale, exchange, lease, transfer or other disposition to or with a Related Person or
any Affiliate or Associate of such Related Person by the Corporation or any of its Subsidiaries (in
a single transaction or a series of related transactions) of all or substantially all, or any
Substantial Part, of its or their assets or business (including without limitation, any securities
issued by a subsidiary);



          (b) The purchase, exchange, lease or other acquisition by the Corporation or any of its
Subsidiaries (in a single transaction or a series of related transactions) of all or substantially
all, or any Substantial Part, of the assets or business or a Related Person or any Affiliate or
Associate of such Related Person;



          (c) Any merger or consolidation of the Corporation or any Subsidiary thereof into or with a
Related Person or any Affiliate or Associate of such Related Person or into or with another Person
which, after such merger or consolidation, would be an Affiliate or an Associate of a Related
Person, in each case irrespective of which Person is the surviving entity in such merger or
consolidation;



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          (d) Any reclassification of securities, recapitalization or other transaction (other than a
redemption in accordance with the terms of the security redeemed) which has the effect, directly or
indirectly, of increasing the proportionate amount of Voting Shares of the Corporation or any
Subsidiary thereof which are Beneficially Owned by a Related Person or any Affiliate or Associate
of such Related Person, or any partial or complete liquidation, spin off, split off or split up of
the Corporation or any Subsidiary thereof;



          (e) The acquisition upon the issuance thereof of Beneficial Ownership by a Related Person or
any Affiliate or Associate of such Related Person of Voting Shares or securities convertible into
Voting Shares or any voting securities or securities convertible into voting securities or any
Subsidiary of the Corporation, or the acquisition upon the issuance thereof of Beneficial Ownership
by a Related Person of any rights, warrants or options to acquire any of the foregoing or any
combination of the foregoing Voting Shares or voting securities of a Subsidiary.



     As used in this definition, a “series of related transactions” shall be deemed to include not
only a series of transactions with the same Related Person but also a series of separate
transactions with a Related Person or any Affiliate or Associate of such Related Person.



     5. Continuing Director. A “Continuing Director” shall mean:



          (a) A person who was a member of the Board of Directors of the Corporation elected by the
public stockholders prior to the time that a Related Person acquired in excess of ten percent (10%)
of the stock of the Corporation entitled to vote in the election of directors, or



          (b) A person designated (before his initial election as a director) as a Continuing Director
by majority of the then Continuing Directors.



     6. Date of Determinations. The term “Date of Determination” means:



          (a) The date on which a binding agreement (except for the fulfillment of conditions precedent,
including, without limitation, votes of stockholders to approve such transaction) is entered into
by the Corporation, as authorized by its Board of Directors, and another Person providing for any
Business Combination; or



          (b) If such an agreement as referred to in paragraph (a) of subsection 6 is amended so as to
make it less favorable to the Corporation and its stockholders, the date on which such amendment is
approved by the Board of Directors of the Corporation; or



          (c) In cases where neither paragraphs (a) or (b) of this subsection 6 shall be applicable, the
record date for the determination of stockholders of the Corporation entitled to notice of and to
vote upon the transaction in question.



     A majority of the Continuing Directors shall have the power and duty to determine the Date of
Determination as to any transaction under this Article TENTH. Any such determination shall be
conclusive and binding for all purposes of this Article TENTH.



     7. Independence Majority of Stockholders. “Independent Majority of Stockholders”
shall mean the holders of a majority of the outstanding Voting Shares that are not Beneficially
Owned or controlled, directly or indirectly, by a Related Person.



     8. Person. The term “Person” shall mean any person, partnership, corporation, group
or other entity (other than the Corporation, any Subsidiary of the Corporation or a trustee holding
stock for the benefit of employees of the Corporation of its Subsidiaries, or any other of them,
pursuant to one or more employee benefit plans or arrangements). When two or more Persons act as a
partnership, limited partnership, syndicate, association or other group for the purpose of
acquiring, holding or disposing of shares of stock, such partnership, syndicate, association or
group shall be deemed a “Person”.



     9. Related Person. “Related Person” means any Person which is the Beneficial Owner as
of the Date of Determination or immediately prior to the consummation of a Business Combination of
ten percent (10%) or more of the Voting Shares.



     10. Substantial Part. The term “Substantial Part” as used with reference to the
assets of the Corporation, of any Subsidiary or of any Related Person means assets having a value
of more than ten percent (10%) of the total consolidated assets of the Corporation and its
Subsidiaries or of the Related Person as of the end of the Corporation’s or the Related Person’s
most recent fiscal year ending prior to the time the determination is being made.



     11. Subsidiary. “Subsidiary” shall mean any corporation or other entity of which the
Person in question owns not less than fifty percent (50%) of any class of equity securities,
directly or indirectly.



     12. Voting Shares. “Voting Shares” shall mean shares of the Corporation entitled to
vote generally in the election of directors.



     13. Whole Board of Directors. The total number of directors which the Corporation
would have if there were no vacancies.



     14. Certain Determination with Respect to Article TENTH.



          (a) A majority of the Continuing Directors shall have the power to determine for the purpose
of this Article TENTH, on the basis of information known to them: (i) the number of Voting Shares
of which any Person has an agreement, arrangement or understanding with another as to the matters
referred to in the definition of “Beneficial Owner” (ii)whether a Person is an Affiliate or
Associate of another, (iii) whether a Person has an agreement, arrangement or understanding with
another as to the matters referred to in the definition of “Beneficial Owner” as hereinabove
defined, (iv) whether the assets subject to any Business Combination constitute a “Substantial
Part” as hereinabove defined, (v) whether two or more transactions constitute a “series of related
transactions” as hereinabove defined, (vi) any matters referred to in paragraph (b) of this
subsection 14 below, and (vii) such other matters with respect to which a determination is required
under this Article TENTH.



          (b) A Related Person shall be deemed to have acquired a share of the Corporation at the time
when such Related Person became a Beneficial Owner thereof. With respect to shares owned by
Affiliates, Associates or other Persons whose ownership is attributed to a Related Person under the
foregoing definition of Beneficial Owner, if the price paid by such Related Person for such shares
is not determinable, the price so paid shall be deemed to be the higher of (i) the price paid upon
acquisition thereof by the Affiliate, Associate or other Person or (ii) the market price of the
shares in question (as determined by a majority of the Continuing Directors) at the time when the
Related Person became the Beneficial Owner thereof.



     15. Fiduciary Obligations. Nothing contained in this Article TENTH shall be construed
to relieve any Related Person from any fiduciary obligation imposed by law.



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B. Approval of Business Combinations:




     1. Except as provided in subsection 2 below, neither the Corporation nor any of its
Subsidiaries shall become party to any Business Combination without the prior affirmative vote at a
meeting of the Corporation’s stockholders of:



          (a) The holders of not less than seventy-five (75%) of the outstanding Voting Shares, voting
separately as a class, and



          (b) An Independent Majority of Stockholders.



          Such favorable votes shall be in any stockholder vote which would be required without
reference to this Section B and shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified by law or otherwise.



     2. The provisions of subsection I above shall not apply to a particular Business Combination,
and such Business Combination shall require only such stockholder vote (if any) as would be
required without reference to this Section B, if all of the conditions set forth in paragraphs (a)
through (e) below are satisfied:



          (a) The ratio of (i) the aggregate amount of the cash and the fair market value of the other
consideration to be received per share of common Stock of the Corporation in such Business
Combination, to (ii) the market price per share of the Common Stock immediately prior to the
announcement of the proposed Business Combination, is at least as great as the ratio of (x) the
highest per share price (including brokerage commissions, transfer taxes and soliciting dealer’s
fees) which such Related Person has theretofore paid in acquiring any Common Stock prior to such
business Combination, to (y) the market price per share of Common Stock immediately prior to the
initial acquisition by such Related Person of any shares of Common Stock; and



          (b) The aggregate amount of the cash and the fair market value of other consideration to be
received per share of Common Stock in such Business Combination by holders of Common Stock, other
than the Related Person involved in such Business Combination, is not less than the highest per
share price (including brokerage commissions, transfer taxes and soliciting dealer’s fees) paid by
such Related Person in acquiring any of its holdings of Common Stock; and



          (c) The consideration (if any) to be received in such Business Combination by holders of
Common Stock other than the Related Person involved shall, except to the extent that a stockholder
agrees otherwise as to all or part of the shares which he or she owns, be in the same form and of
the same kind as the consideration paid by the Related Person in acquiring Common Stock already
owned by it; and



          (d) After such Related person became a Related Person and prior to the consummation of such
Business Combination: (i) such Related person shall have taken steps to insure that the board of
Directors of the Corporation included at all times representation by Continuing Directors
proportionate to the ration that the number of Voting Shares of the Corporation from time to time
owned by stockholders who are not related Persons bears to all Voting Shares of the Corporation
outstanding at the time in question (with a Continuing Director to occupy any resulting fractional
position among the directors); (ii) such Related Person shall not have acquired from the
Corporation, directly or indirectly, any shares of the Corporation (except (x) upon conversion of
convertible securities acquired by it prior to becoming a Related Person or (y) as a result of a
pro rata stock dividend, stock split or division of shares or (z) in a transaction consummated
after this Article TENTH was added to this Charter and which satisfied all applicable requirements
of this Article TENTH); (iii) such Related Person shall not have acquired any additional Voting
Shares of the Corporation or securities convertible into or exchangeable for Voting Shares except
as a part of the transaction which resulted in such Related Person’s becoming a Related Person; and
(iv) such Related Person shall not have (x) received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial
assistance or tax credits provided by the Corporation or any Subsidiary, or (y) made any major
change in the Corporation’s business or equity capital structure or entered into any contract,
arrangement or understanding with the Corporation except any such change, contract, arrangement or
understanding as may have been approved by the favorable vote of not less than a majority of the
Continuing Directors of the Corporation; and



          (e) A proxy statement complying with the disclosure requirements under the Securities
Exchange Act of 1934 shall have been mailed to all holders of Voting Shares for the purpose of
soliciting stockholder approval of such Business Combination. Such proxy statement is not required
to be filed with or approved by the applicable regulatory agency unless otherwise required by law.
Such proxy statement shall contain at the front thereof, in a prominent place, any recommendations
as to the advisability (or inadvisability) of the Business Combination which the Continuing
Directors, or any of them may have furnished in writing and, if deemed advisable by a majority of
the Continuing Directors, and opinion of a reputable investment banking firm as to the fairness (or
lack of fairness) of the terms of such Business combination from the point of view of the holders
of Voting Shares other than any Related Person (such investment banking firm to be selected by a
majority of the continuing Directors to be furnished with all information it reasonably requests,
and to be paid a reasonable fee for its services upon receipt by the Corporation of such opinion).



     3. For purposes of paragraphs (a) and (b) of subsection 2, in the event of a Business
Combination upon consummation of which the Corporation would be the surviving corporation or
company or would continue to exist (unless it is provided, contemplated or intended that as part of
such Business Combination or within one year after consummation thereof a plan of liquidation or
dissolution of the Corporation will be effected), the term “other consideration to be received”
shall include (without limitation) Common Stock retained by the stockholders of the Corporation
other than Related Persons who are parties to such Business Combination.



     4. The provisions of this Section B shall not apply to any Business Combination approved by a
majority of the Whole Board of Directors of the Corporation at any time at which the Person
involved who theretofore was or thereafter became a Related Person was not such a Related Person or
to any Business Combination approved by a majority of the Whole Board of Directors, including a
majority of the Continuing Directors, after any time at which the Person involved became a Related
Person.



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C. Amendments of this Article TENTH:




     Notwithstanding any other provisions of these articles of incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that some lesser percentage may be specified by law,
these Articles of Incorporation or the By-laws of the Corporation) this Article TENTH shall not be
amended, altered, change or repealed without:



          (a) The favorable vote of a majority of the Whole Board of Directors including a majority of
the Continuing Directors; and



          (b) The affirmative vote of (i) the holders of seventy-five percent (75% or more of the
outstanding Voting Shares, voting separately as a class, and (ii) an Independent Majority of
Stockholders; provided, however, that this Section C shall not apply to, and such vote shall not be
required for, any such amendment, change or repeal recommended to stockholder by the favorable vote
of seventy-five percent (75% if the Whole Board of Directors, including a majority of the
Continuing Directors, and any such amendment, change or repeal so recommended shall require only
the vote, if any, required under the applicable provisions of law.



ELEVENTH




     The power to make or alter the By-Laws shall be vested at the regular annual meeting of
Stockholders, but the board of directors may supply any matters not covered in the By-Laws, or
amend them adopting all such rules as may be necessary for the conduct of the business of the
Corporation as circumstances may require.



TWELVETH




     In order to amend Article FIFTH on these articles of incorporation, the affirmative vote of
the holders of not less seventy-five percent (75%) of the total number of outstanding shares of the
Corporation shall be required, notwithstanding that applicable law would otherwise permit such
amendment with the approval of fewer shares.



     Unless otherwise provided, on all other amendments to these articles of incorporation, the
affirmative vote of the holders of not less than fifty percent (50%) of the total number of
outstanding shares of the Corporation shall be required.



THIRTEENTH




     The name, place of residence and postal address of the sole incorporator are as follows:



	 	 	 
	Name:	 	Place of Residence and Postal Address:
	Jose Antonio Sosa
	 	100 La Sierra Ave., Apt. #95

	 	 	San Juan, Puerto Rico 00931
 




	 	 	P.O. Box 22652

	 	 	San Juan, Puerto Rico 00931







     I, the undersigned being the sole incorporator hereinbefore named for the purpose of executing
these Articles of Incorporation pursuant to the Corporation Law, hereby swear that the statements
contained herein are true.



     Given at San Juan, Puerto Rico, this 9th day of March, 1998.



	 	 	 	 	 
	 	 	 
	 	     /s/ José Alberto Sosa
 	 
	 	José Alberto Sosa 	 
	 	Sole Incorporator 	 



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