Exhibit 3.6


                           CERTIFICATE OF DESIGNATION

                            OF THE BOARD OF DIRECTORS

                          OF R&G FINANCIAL CORPORATION

                     7.60 % NONCUMULATIVE PERPETUAL MONTHLY

                        INCOME PREFERRED STOCK, SERIES C


                  I, Enrique  Umpierre-Suarez,  the duly appointed  Secretary of
R&G Financial  Corporation  (the  "Corporation"),  a  corporation  organized and
existing under the laws of the Commonwealth of Puerto Rico,  hereby certify that
the  following  resolutions  were duly  adopted by the Board of Directors of the
Corporation pursuant to authority conferred by the Corporation's  Certificate of
Incorporation,  as amended (the  "Certificate of  Incorporation"),  at a meeting
thereof duly held on February 15, 2001 and by the Pricing Committee of the Board
of Directors,  pursuant to authority  conferred by the Board of Directors,  at a
meeting thereof duly held on March 8, 2001:

                  RESOLVED,  that pursuant to the authority  expressly vested in
the Board of Directors of the  Corporation  by Article IV of its  Certificate of
Incorporation,  the Board of Directors  hereby  authorizes the issuance of up to
2,760,000 shares of its preferred stock, par value $0.01, liquidation preference
$25.00 per share,  to be designated as R&G Financial  Corporation  Noncumulative
Perpetual  Monthly  Income  Preferred  Stock,  Series C (the "Series C Preferred
Stock").

                  The preferences,  voting powers, restrictions,  limitations as
to dividends,  qualifications,  and terms and conditions of  redemption,  of the
shares of the Series C Preferred Stock are as follows:

                  A. DESIGNATION AND AMOUNT


                           The shares of such series of Preferred Stock shall be
                  designated  as  the  "7.60%  Noncumulative  Perpetual  Monthly
                  Income  Preferred  Stock,  Series C"  (hereinafter  called the
                  "Series C  Preferred  Stock"),  and the  number of  authorized
                  shares constituting such series shall be 2,760,000.

                  B. DIVIDENDS

                           1. Holders of record of the Series C Preferred  Stock
                  ("Holders")  will be  entitled  to  receive,  when,  as and if
                  declared by the Board of  Directors of the  Corporation  or an
                  authorized  committee thereof (the "Board of Directors"),  out
                  of  funds  of  the  Corporation  legally  available  therefor,
                  noncumulative  cash  dividends at the annual rate per share of
                  7.60 % of their  liquidation  preferences,  or  $.1583333  per
                  share per  month,  with each  aggregate  payment  made to each
                  record holder of the Series C Preferred Stock being rounded to
                  the next lowest cent.

                           2.  Dividends  on the Series C  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 April 1, 2001.


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                  Thereafter,  dividends  will accrue for each monthly  dividend
                  period commencing on the first day of each month and ending on
                  and  including the date next  preceeding  the first day of the
                  next month.  Payment of dividends  will be made to the holders
                  of record of the Series C  Preferred  Stock as they  appear on
                  the books of the  Corporation  on the fifteenth  (15th) day of
                  the month for which dividends are payable.  In the case of the
                  dividend  payable on April 1, 2001,  such dividend shall cover
                  the period from the date of issuance of the Series C Preferred
                  Stock to and  including  March 31, 2001. 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.  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 C Preferred  Stock will be
                  noncumulative. The Corporation is not obligated or required to
                  declare or pay dividends on the Series C 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 C Preferred Stock,  then the holders of such Series
                  C 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 C 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
                  C Preferred Stock.

                           6. So long as any  shares of the  Series C  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
                  C  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 C
                  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 C 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 C  Preferred  Stock  for the
                  twelve  monthly  dividend  periods  ending on the  immediately
                  preceding dividend payment date shall have been


<PAGE>



                  paid  or are  paid  contemporaneously  and  the  full  monthly
                  dividend on the Series C 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 C Preferred Stock called for redemption.

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

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

                  C. CONVERSION

                           1.  The  Series  C   Preferred   stock  will  not  be
                  convertible  into or exchangeable  for any other securities of
                  the Corporation.

                  D. REDEMPTION AT THE OPTION OF THE CORPORATION

                           1. The shares of the Series C Preferred Stock are not
                  redeemable prior to April 1, 2006. On and after that date, the
                  shares of the Series C 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
                  April 1 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 C Preferred
                  Stock) to the date fixed for redemption.

                               Year              Redemption Price

                               2006..............    $25.50
                               2007..............    $25.25
                               2008..............    $25.00

                           2. In the event that less than all of the outstanding
                  shares of the Series C  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


<PAGE>



                  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
                  C 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 C 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 C
                  Preferred Stock shall specify the number of shares of Series C
                  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 C  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 C Preferred Stock.

                           4. Notice having been mailed as  aforesaid,  from and
                  after  the  redemption  date  (unless  default  be made in the
                  payment  of  the  redemption   price  for  any  shares  to  be
                  redeemed),  all  dividends on the shares of Series C 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  C
                  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 C 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 C 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 C Preferred Stock to be


<PAGE>



                  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 C
                  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 C  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 C the Board of Directors.

                           8. To the  extent  required  to  have  the  Series  C
                  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 C 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 C 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
                  C  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 C Preferred
                  Stock) for the current monthly  dividend period to the date of
                  payment.  Such  amount  shall  be paid to the  holders  of the
                  Series C 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 C 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 C Preferred  Stock and any
                  other  shares of stock of the  Corporation  ranking  as to any
                  such  distribution  on a parity  with the  Series C  Preferred
                  Stock  are not  paid in  full,  the  holders  of the  Series C
                  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 C  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.
<PAGE>


                  F. VOTING RIGHTS

                           1. Except as  described  in this Section F, or except
                  as  required  by  applicable  law,  holders  of the  Series  C
                  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 C Preferred Stock for eighteen  monthly dividend
                  periods   (whether   consecutive   or  not),  the  holders  of
                  outstanding  shares of the Series C Preferred Stock,  together
                  with  the  holders  of  any  other  shares  of  stock  of  the
                  Corporation  having  the  right  to vote for the  election  of
                  directors solely in the event of any failure to pay dividends,
                  acting as a single  class  without  regard to series,  will be
                  entitled,  by written notice to the  Corporation  given by the
                  holders of a majority in liquidation preference of such shares
                  or by ordinary  resolution passed by the holders of a majority
                  in liquidation  preference of such shares present in person or
                  by  proxy  at a  separate  general  meeting  of  such  holders
                  convened for the purpose, to appoint two additional members of
                  the Board of Directors of the Corporation,  to remove any such
                  member from office and to appoint  another  person in place of
                  such  member.  Not later than 30 days  after such  entitlement
                  arises, if written notice by a majority of the holders of such
                  shares has not been  given as  provided  for in the  preceding
                  sentence,  the Board of 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 C  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 C
                  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 C 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 C Preferred
                  Stock) which would materially and adversely affect the powers,
                  preferences or special rights of the Series C 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
                  C 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  C  Preferred  Stock.
                  Notwithstanding  the foregoing,  the Corporation  may, without
                  the  consent  or  sanction  of the  holders  of the  Series  C
                  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 C Preferred Stock.

<PAGE>


                           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 C Preferred Stock shall have
                  been redeemed or called for redemption  upon proper notice and
                  sufficient  funds shall have been deposited in trust to effect
                  such redemption.

                           4. No vote of the  holders of the Series C  Preferred
                  Stock  will be  required  for the  Corporation  to  redeem  or
                  purchase and cancel the Series C 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 C 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 C 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 C
                  Preferred  Stock (or to a number of series of Preferred  Stock
                  which includes the Series C Preferred Stock); (ii) on a parity
                  with the Corporation's  7.4%  Noncumulative  Perpetual Monthly
                  Income  Preferred  Stock,  Series A, the  Corporation's  7.75%
                  Noncumulative Perpetual Monthly Income Preferred Stock, Series
                  B,  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 C
                  Preferred Stock (or with a number of series of Preferred Stock
                  which includes the Series C 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 C Preferred Stock (or to a number of
                  series  of  Preferred   Stock  which  includes  the  Series  C
                  Preferred   Stock).   For  this  purpose,   the  term  "equity
                  securities" does not include debt securities  convertible into
                  or exchangeable for equity securities.


<PAGE>
                  H. FORM OF CERTIFICATE FOR SERIES C PREFERRED STOCK;
                     TRANSFER AND REGISTRATION

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

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

                  I. REPLACEMENT OF LOST CERTIFICATES

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




<PAGE>


                  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 Victor J.
Galan, its Chief Executive Officer, and Enrique Umpierre-Suarez,  its Secretary,
this 12th day of March, 2001.

                                    R&G FINANCIAL CORPORATION

                                    By: /s/  Victor J. Galan
                                        ---------------------------------
                                        Victor J. Galan


[CORPORATE SEAL]
                                    By: /s/  Enrique Umpierre-Suarez
                                        ---------------------------------
                                        Enrique Umpierre-Suarez