AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              EUROBANCSHARES, INC.
 
         EuroBancshares, Inc., a corporation organized under the laws of the
Commonwealth of Puerto Rico, does hereby certify pursuant to Articles 8.02 and
8.05 of the Puerto Rico General Corporations Law of 1995, that
 
         FIRST: Its original Certificate of Incorporation was filed in the
Office of the Secretary of State of the Commonwealth of Puerto Rico on November
21, 2001, Reg. No. 124,406.
 
         SECOND: This Amended and Restated Certificate of Incorporation and the
amendments made hereby to the Certificate of Incorporation were approved by all
of the members of the Board of Directors of EuroBancshares, Inc., pursuant to
unanimous consent, on November 26, 2001 and by all of the members of the Board
of Directors of Eurobank, its sole shareholder, pursuant to unanimous consent,
on November 26, 2001, in accordance with the provisions of Article 8.02 of the
Puerto Rico General Corporations Law of 1995.
 
         THIRD: The text of the Certificate of Incorporation of EuroBancshares,
Inc. is hereby amended in its entirety and restated, effective as of the date of
filing of this instrument with the Secretary of State of the Commonwealth of
Puerto Rico, to read as follows:
 
         The principal office of the Corporation, which is also its postal and
physical address, shall be located at 270 Munoz Rivera Avenue, Hato Rey, Puerto
Rico 00918. The Corporation will serve as its Resident Agent, at this same
address.
 
                                      FIRST
                                      NAME
 
         The name of this corporation is "EuroBancshares, Inc." (hereinafter,
the "Corporation").
 
                                     SECOND
                      PRINCIPAL OFFICE AND REGISTERED AGENT
 
         The principal office of the Corporation, which is also its postal and
physical address, shall be located at 270 Munoz Rivera Avenue, Hato Rey, Puerto
Rico 00918. The Corporation will serve as its Resident Agent, at this same
address.
 
                                      THIRD
                                    EXISTENCE
 
         The term of existence of the Corporation is perpetual.
 
<PAGE>
 
                                     FOURTH
                                     PURPOSE
 
         The purpose of the Corporation is to engage, for profit, in any lawful
acts or businesses for which corporations may be organized under the General
Corporations Law of the Commonwealth of Puerto Rico, as amended from time to
time (hereinafter, as so amended, the "Corporations Law").
 
                                      FIFTH
                               BOARD OF DIRECTORS
 
         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,
provided that the number of directors shall be not less than seven (7) nor more
than eleven (11). Commencing on the first annual meeting of stockholders, the
Board of Directors shall be divided into three classes of approximately equal
numbers of directors, with the term of office of the first class to expire at
the conclusion of the second annual meeting of stockholders, the term of office
of the second class to expire at the conclusion of the annual meeting of
stockholders one year thereafter, and the term of office of the third class to
expire at the conclusion of the annual meeting of stockholders two years
thereafter, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified. A majority of the directors holding office
shall constitute a quorum at meetings of the Board of Directors.
 
         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 Corporations Law and the Bylaws of the
Corporation.
 
         Any vacancy in the Board of Directors may be filled by a majority of
the votes of the directors then holding office. A director elected to fill a
vacancy so created shall be elected to serve the term of such directorship and
until a successor has been duly elected and sworn in their office.
 
         Upon the filing of this Amended and Restated Certificate of
Incorporation at the Department of State of the Commonwealth of Puerto Rico, the
following persons, having the indicated mailing addresses, shall serve as the
initial directors of the Corporation until the first annual meeting of the
stockholders and until their successors are elected or are appointed.
 
                     NAMES AND ADDRESSES (INCLUDING STREET,
                      NUMBER AND MUNICIPALITY) OF DIRECTORS
 
                  Sr. Rafael Arrillaga-Torrens, Jr.
                  Condominio Crow Plaza
                  1360 Calle Luchetti, Apt. 4
                  San Juan, PR 00907
 
                                       2
<PAGE>
 
                  Sr. Pedro Feliciano Benitez
                  Bo. Boqueron
                  Carr. 937
                  KM 3
                  Las Piedras, PR  00771
 
                  Sr. Jorge Calderon
                  Villas de Cupey
                  Zenobia D-7
                  San Juan, PR 00926
 
                  Sr. Placido Gonzalez Cordova
                  Estancias el Verde
                  Oporto #25
                  Caguas, PR 00725
 
                  Sr. Atonio Pavia Bibiloni
                  Parque Bucare
                  Bromelia 32
                  San Juan, PR 00927
 
                  Sr. William Torres Torres
                  Condominio Playa Esmeralda
                  Amapola Girona PH1
                  Isla Verde, PR 00913
 
                  Sr. Juan Gomez-Cuetera
                  RISI S.A.
                  Ctra. Ajalvir
                  Daganzo KM 2, 28814
                  Daganzo, Madrid, Espana
 
                  Leda. Diana Lopez-Feliciano
                  PO Box 1406
                  Ricon, PR 00677
 
                  Ricardo Levy-Echeandia
                  Avenida Ashford #1319
                  Condominio Sunside Suite 20A
                  Condado, PR  00907
 
                                      SIXTH
                               DIRECTOR LIABILITY
 
         The personal liability of the directors of the Corporation in cases of
monetary claims for damages resulting from the breach of the fiduciary duties as
director is eliminated, provided that this provision does not eliminate or limit
the liability of the director for: (i) any breach of the
 
                                       3
<PAGE>
 
duty of loyalty of the director to the Corporation or its stockholders; (ii)
acts or omissions not in good faith, or which involve intentional misconduct or
knowing violations of law; (iii) unlawful payments of dividends or purchase and
redemption of stock; or (iv) any transaction where the director derives an
improper personal benefit.
 
                                     SEVENTH
                            AUTHORIZED CAPITAL STOCK
 
         The authorized capital stock of the Corporation shall be ONE MILLION
SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) represented by ONE HUNDRED AND FIFTY
MILLION ($150,000,000) shares of common stock, $0.01 par value per share (the
"Common Stock"), and TWENTY MILLION (20,000,000) shares of preferred stock,
$0.01 par value per share ("Preferred Stock"). The shares may be issued by the
Corporation from time to time as authorized by the Board of Directors without
the further approval of stockholders, except as otherwise provided in this
Article Seventh or to the extent that such approval is required by governing
law, rule or regulation.
 
         The holders of Common Stock shall be entitled to dividends at the rate
and on the conditions and terms which shall be stated in the resolutions
providing for the issuance of such stock and adopted by the Board of Directors
pursuant to the Corporations Law.
 
         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, full or limited, but not to exceed one hundred
(100) votes per share, or without voting powers; and with such designations,
powers, preferences, rights, qualifications, limitations or restrictions
thereof, as shall be expressed in the 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 one hundred (100) votes
for each such share;
 
                                       4
<PAGE>
 
         (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 a voluntary dissolution.
 
                                     EIGHTH
                                PREEMPTIVE RIGHTS
 
         The holders of Common and Preferred Stock of the Corporation 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.
 
                                      NINTH
                              STOCKHOLDER MEETINGS
 
         The Corporation shall hold at least one annual meeting of stockholders,
at such place and date prescribed by the Bylaws of the Corporation. Special
meetings may be called only by the Board of Directors, or any one or more
stockholders owning, in the aggregate, at least thirty percent (30%) of the
issued and outstanding shares of Common Stock at the time such special meeting
is called. Any action which may be taken in any annual or special meeting of the
stockholders must be taken at a meeting of the stockholders and may not be taken
by a written consent of the stockholders to such action.
 
         The annual meeting shall be convened by mailing a notice to each
stockholder at least ten (10) days, but no more than sixty (60) days prior to
the date for the meeting.
 
         Notices of special meetings of stockholders shall contain the same
information as notices of annual meetings of stockholders, but they 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 such notice
requirement shall not be excused upon the written consent of the stockholders.
 
                                      TENTH
                               VOTING REQUIREMENTS
 
         In order to be valid and unless a higher vote is required by applicable
law or this Amended and Restated Certificate of Incorporation, such resolutions
as may be adopted at stockholders meetings shall be approved by a plurality of
the outstanding shares of voting capital stock present or represented by proxy
if a quorum is present.
 
                                       5
<PAGE>
 
                                    ELEVENTH
                   SUPERMAJORITY VOTE; FAIR PRICE REQUIREMENT
 
         In addition to the requirements of any applicable statute, the
affirmative vote of not less than eighty percent (80%) of the total votes
entitled to be cast in an election of Directors attributable to shares owned by
persons other than a "control person" (as hereinafter defined), considered for
purposes of this Article Eleventh as one class, shall be required for the
approval or authorization of any "business combination" (as hereinafter defined)
between the Corporation and any control person; provided, however, that such
additional voting requirement shall not be applicable if:
 
                  (1)      The Board of Directors of the Corporation have
         expressly approved and recommended such business combination to the
         stockholders by at least a two-thirds (2/3) vote;
 
                  (2)      The business combination is solely between the
         Corporation and another corporation, fifty percent (50%) or more of the
         voting stock of which is owned by the Corporation and none of which is
         owned by a control person and each holder of Common Stock of the
         Corporation receives the same type of consideration in proportion to
         his holdings;
 
                  (3)      The business combination is solely between the
         Corporation and another corporation and, following such business
         combination, those stockholders owning all of the voting stock of the
         Corporation immediately prior to the business combination hold greater
         than fifty percent (50%) of the voting stock of the entity surviving
         such business combination; or
 
                  (4)      All of the following conditions are satisfied: (a)
         The cash or fair market value of the property, securities or "other
         consideration to be received" (as hereinafter defined) per share in the
         business combination by holders of the Common Stock of the Corporation
         is not less than the higher of (i) the highest price per share
         (including brokerage commissions, soliciting dealers' fees and
         dealer-management compensation) paid by such control person in
         acquiring any of its holdings of the Corporation's Common Stock, or
         (ii) the highest per share market price of Common Stock during the
         three-month period immediately preceding the date of the proxy
         statement described in (c) below; and (b) After becoming a control
         person and prior to the consummation of such business combination (i)
         such control person shall not have acquired any newly issued shares of
         capital stock, directly or indirectly, from the Corporation (except
         upon conversion of convertible securities acquired by it prior to
         becoming a control person or upon compliance with the provisions of
         this Article Eleventh or as a result of a pro rata stock dividend or
         stock split), and (ii) such control person shall not have 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
         made any major changes in the Corporation's business or equity capital
         structure; and (c) A proxy statement responsive to the requirements of
         the Securities Exchange Act of 1934, as amended, whether or not the
         Corporation is then subject to such requirements, shall be mailed to
         the public stockholders of the Corporation for the purpose of
         soliciting stockholder approval of such business combination.
 
                                       6
<PAGE>
 
         For purposes of this Article Eleventh:
 
                  (1)      The term "business combination" shall mean (a) any
         merger or consolidation of the Corporation with or into a control
         person, (b) any sale, lease, exchange, transfer or other disposition,
         including without limitation a mortgage or any other security device,
         of all or any substantial part of the assets of the Corporation
         (including without limitation any voting securities of a subsidiary) or
         of a subsidiary, to a control person, (c) any merger or consolidation
         of a control person with or into the Corporation or a subsidiary of the
         Corporation, (d) any sale, lease, exchange, transfer or other
         disposition of all or any "substantial part" (as hereinafter defined)
         of the assets of a control person to the Corporation or a subsidiary of
         the Corporation, (e) the issuance of any securities of the Corporation
         or a subsidiary of the Corporation to a control person, (f) the
         acquisition by the Corporation or a subsidiary of the Corporation of
         any securities of a control person, (g) any reclassification of Common
         Stock of the Corporation, or any recapitalization involving Common
         Stock of the Corporation, consummated within five years after a control
         person becomes a control person, and (h) any agreement, contract or
         other arrangement providing for any of the transactions described in
         this definition of business combination;
 
                  (2)      The term "control person" shall mean and include any
         individual, corporation, partnership or other person or entity (other
         than those that were stockholders of Eurobank including their heirs,
         successors and assigns, prior to the acquisition of Eurobank by the
         Corporation) which, together with their "affiliates" and "associates"
         (as defined below), "beneficially" owns (as this term is defined in
         Rule 13d-3 of the General Rules and Regulations under the Securities
         Exchange Act of 1934) in the aggregate 10% or more of the outstanding
         shares of Common Stock of the Corporation, and any "affiliate" or
         "associate" (as those terms are defined in Rule 12b-2 of the General
         Rules and Regulations under the Securities Exchange Act of 1934) of any
         such individual, corporation, partnership or other person or entity;
 
                  (3)      The term "substantial part" shall mean more than 10%
         of the total assets of the Corporation in question, as of the end of
         its most recent fiscal year ending prior to the time the determination
         is being made;
 
                  (4)      Without limitation, any shares of Common Stock of the
         Corporation which any control person has the right to acquire at any
         time pursuant to any agreement, or upon exercise of conversion rights,
         warrants or options, or otherwise, shall be deemed outstanding and
         beneficially owned by such control person for purposes of this Article
         Eleventh only; and
 
                  (5)      The phrase "other consideration to be received" shall
         include, without limitation, Common Stock of the Corporation retained
         by its existing public stockholders in the event of a business
         combination with such control person in which the Corporation is the
         surviving corporation.
 
         The provisions set forth in this Article Eleventh may not be repealed
or amended in any respect or in any manner including any merger or consolidation
of the Corporation with any other corporation unless the surviving corporation's
Certificate of Incorporation contains an article to the same effect as this
Article Eleventh, except by the affirmative vote of the holders of
 
                                       7
<PAGE>
 
not less than eighty percent (80%) of the outstanding shares of Common Stock of
the Corporation, subject to the provisions of any series of preferred stock
which may at the time be outstanding; provided, however, that if there is a
control person such action must be approved by not less than eighty percent
(80%) of the total votes entitled to be cast in an election of directors
attributable to shares owned by persons other than the control person.
 
                                     TWELFTH
                       EVALUATION OF BUSINESS COMBINATIONS
 
         The Board of Directors of the Corporation, when evaluating any offer of
another party to (i) purchase or exchange any securities or property for any
outstanding equity securities of the Corporation, (ii) engage in any business
combination (as that term is defined in Article Eleventh), or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation, may in the Board of Director's sole discretion, in connection with
the exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration not only to the price
or other consideration being offered but also to all other relevant factors,
including without limitation, the financial and managerial resources and future
prospects of the other party, the possible side effects on the business of the
Corporation and its subsidiaries and on the employees, customers, suppliers and
creditors of the Corporation and its subsidiaries, and the effects on the
communities in which the Corporation's facilities are located. In evaluating any
such offer, the Board of Directors shall be deemed to be performing their duly
authorized duties and acting in good faith and in the best interests of the
Corporation.
 
                                   THIRTEENTH
                                 INDEMNIFICATION
 
         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any imminent, pending or resolved 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 request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or any 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 reasonably deemed consistent with
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 nor in a manner which he reasonably believed to be
consistent with or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful.
 
         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any imminent, pending or resolved action, suit
or proceeding 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
 
                                       8
<PAGE>
 
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any 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 deemed consistent with or not opposed to the best interests
of the Corporation, except that no indemnification shall be made in respect of
any claim, matter or controversy as to which such person shall have been
determined to be liable to the Corporation unless and only to the extent that
the court in which such action or suit 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.
 
         To the extent that a director, officer, employee or agent of the
Corporation has prevailed on the merits or otherwise in defense of any action,
suit or proceeding referred to in paragraphs 1 or 2 of this Article Thirteenth,
or in defense of any claim, matter or controversy relating thereto, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
 
         Any indemnification under paragraphs 1 or 2 of this Article Thirteenth
(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 norms of conduct set forth in those paragraphs. Such determination
shall be made (a) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even if the directors constitute less than a
quorum, or (b) if there are no such directors of if such directors so determine,
by independent legal counsel in a written opinion, or (c) by the stockholders.
 
         Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final resolution of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it is ultimately determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article Thirteenth.
 
         The indemnification provided by this Article Thirteenth shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any statute, bylaw, agreement, vote of uninvolved
stockholders, 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.
 
         The Corporation may purchase and maintain insurance, in such amounts as
the Board of Directors deems appropriate, in the name of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or any other
enterprise, against any liability asserted against him or incurred by him in any
such
 
                                       9
<PAGE>
 
capacity, or arising out of his status as such, whether or not the Corporation
has the power to indemnify him against such liability pursuant to this Article
Thirteenth and applicable law.
 
         For purposes of this Article Thirteenth, the Corporation includes any
constituent corporation of a consolidation or merger which is absorbed in a
consolidation or merger, which, if it had continued its independent legal
existence, would have had the power and the authority to compensate its
officers, directors, employees and agents.
 
                                   FOURTEENTH
                                   AMENDMENTS
 
         Except as otherwise set forth herein, this Amended and Restated
Certificate of Incorporation may be amended in the manner provided for in the
Corporations Law and all rights conferred upon stockholders are granted subject
to this reservation; provided, however, that, notwithstanding any other
provision of this Amended and Restated Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or this Amended and Restated Certificate of
Incorporation, the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal this Article Fourteenth, Article Sixth, Article Ninth, Article Twelfth,
or Article Thirteenth.
 
         The Bylaws of the Corporation may be amended, altered or modified or
new bylaws may be adopted by the Board of Directors, subject to the power of the
stockholders to alter or repeal the Bylaws made by the Board of Directors.
 
         Calls for meetings of stockholders shall clearly describe any and all
amendments to the Amended and Restated Certificate of Incorporation to be
considered and voted upon at the meetings, but it shall not be necessary to
include in any such calls the wording of the amendments or the new text of the
paragraph or section, it being sufficient to designate therein the amendments by
the number of the paragraph or the section intended to be amended.
 
                            [Signature Page Follows]
 
                                       10
<PAGE>
 
      [Signature Page to Amended and Restated Certificate of Incorporation]
 
         IN WITNESS WHEREOF, EuroBancshares, Inc. has caused its corporate seal
to be hereunto affixed and this Certificate to be signed by Rafael
Arrillaga-Torrens, Jr., its President and Yadira Mercado Pinero, its Secretary,
this 26th day of March, 2002.
 
                                          /s/ Rafael Arrillaga Torrens, Jr.
                                         -----------------------------------
                                                     President
 
         [Corporate Seal]
 
                                          /s/ Yadira Mercado
                                         ----------------------------------
                                                     Secretary