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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on September 3, 2004
<DIV align="right" style="font-size: 10pt">Registration No.
333-<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></DIV>


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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
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<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></DIV>



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<P align="center" style="font-size: 24pt"><B>R&#038;G FINANCIAL CORPORATION</B>


<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>

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    <TD align="center" valign="top"><B>Puerto Rico</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>66-0532217</B></TD>
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<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
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<P align="center" style="font-size: 10pt"><B>280 Je&#347;us T. Pi&#241;ero Avenue<BR>
San Juan, Puerto Rico 00918</B><BR>
(Address of Principal Executive Offices, Including Zip Code)



<P align="center" style="font-size: 10pt"><B>R&#038;G FINANCIAL CORPORATION<BR>
2004 STOCK OPTION PLAN</B><BR>
(Full Titles of the Plans)



<P align="center" style="font-size: 10pt"><B>Joseph R. Sandoval<BR>
Executive Vice President and Chief Financial Officer<BR>
R&#038;G Financial Corporation<BR>
280 Je&#347;us T. Pi&#241;ero Avenue<BR>
San Juan, Puerto Rico 00918</B><BR>
(Name and Address of Agent for Service)



<P align="center" style="font-size: 10pt"><B>(787)&nbsp;758-2424</B><BR>
(Telephone Number, Including Area Code, of Agent for Service)



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<P align="center" style="font-size: 10pt"><I>Copy to:</I>



<P align="center" style="font-size: 10pt"><B>Norman B. Antin, Esq.<BR>
Jeffrey D. Haas, Esq.<BR>
Patton Boggs LLP<BR>
2550 M Street, NW<BR>
Washington, DC 20037<BR>
(202)&nbsp;457-6000</B>



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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:0px; text-indent:-0px">Common Stock,
$0.01 par value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">1,000,000 shares (2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">34.505</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">34,505,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,372</TD>
    <TD>&nbsp;</TD>
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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the highest and lowest quoted
selling prices of the Registrant&#146;s common stock reported on the New
York Stock Exchange on August&nbsp;31, 2004, a date within five business
days of the date on which this registration statement was filed.</TD>
</TR>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Together with an indeterminable number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Registrant&#146;s 2004 Stock Option Plan as a result of a
stock split, stock dividend or similar adjustment of the outstanding
common stock of the Registrant.</TD>
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<P align="center" style="font-size: 10pt">&nbsp;
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<TR><TD colspan="9"><A HREF="#000"> PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003"> Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004"> Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005"> Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90837exv5w1.htm">EX-5.1 OPINION OF PATTON BOGGS LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90837exv10w2.htm">EX-10.2 FORM OF INCENTIVE STOCK OPTION AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90837exv10w3.htm">EX-10.3 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90837exv23w1.htm">EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</A></TD></TR>
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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I will be sent
or given to employees as specified by Rule&nbsp;428(b)(1) of the Securities Act of
1933, as amended (the &#147;Securities Act&#148;). Such documents are not being filed
with the Securities and Exchange Commission (the &#147;Commission&#148;) either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule&nbsp;424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item&nbsp;3 of
Part&nbsp;II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employees participating in the 2004 Stock Option Plan (the &#147;Plan&#148;) may
obtain a copy of the Plan or the documents incorporated by reference in Item&nbsp;3
of Part&nbsp;II below, at no cost, by writing or telephoning R&#038;G Financial
Corporation (the &#147;Registrant&#148;) at: 280 Je&#347;us T. Pi&#241;ero Avenue, San Juan,
Puerto Rico 00918, (787)&nbsp;758-2424, Attention: Corporate Secretary. These
documents are also incorporated by reference in the prospectus.

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<P align="center" style="font-size: 10pt"><B>PART II</B>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission by the Registrant are
hereby incorporated by reference in this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Annual Report on Form 10-K for the year ended December&nbsp;31, 2003, filed
on March&nbsp;15, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange
Act&#148;), since the end of the fiscal year covered by the Form 10-K referred to in
clause (a)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The description of the Registrant&#146;s common stock contained in the
Registrant&#146;s Form 8-A (File No.&nbsp;000-211137), as filed with the Commission
pursuant to Sections 12(b) and 12(g) of the Exchange Act, on August&nbsp;5, 1996.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant pursuant to Sections&nbsp;13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement indicating that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such reports and documents are filed with the
Commission. Any statement incorporated by reference herein shall also be
deemed to be modified or superseded for the purposes of this Registration
Statement and any amendment or supplement hereto to the


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<P align="left" style="font-size: 10pt">extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement or any such amendment or
supplement.


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters with respect to legality of the common stock
registered hereby will be passed upon for the Registrant by Patton Boggs LLP.
As of the date of this Registration Statement, certain partners of Patton Boggs
LLP owned approximately 19,521 shares of the Registrant&#146;s common stock.

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<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">Article&nbsp;VI of the Registrant&#146;s Bylaws provide as follows:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 INDEMNIFICATION.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall indemnify, to the fullest extent authorized by the
General Corporation Law of the Commonwealth of Puerto Rico, 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 Company) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the Company as a
director, officer, employer or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a matter he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided that the Company shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action, suit or proceeding
effected without our prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without our prior
written consent. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
our 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 Company and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that his conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company 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 Company to procure a judgment in our favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the



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<P align="left" style="font-size: 10pt">Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys&#146; fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, 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 Company 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 expense
which such court shall deem proper.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section&nbsp;6.1(a) or Section&nbsp;6.1(b) of
this Article&nbsp;VI, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred by him in connection therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Any indemnification under Section&nbsp;6.1(a) or Section&nbsp;6.1(b) of this
Article&nbsp;VI (unless ordered by a court) shall be made by the Company 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)&nbsp;by our 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)&nbsp;if such a 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)&nbsp;by the stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Company shall not be liable for any amounts which may be due to
any person in connection with a settlement of any action, suit or proceeding
initiated by any person seeking indemnification under this Article&nbsp;VI without
our prior written consent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys&#146;
fees) incurred in defending a civil or criminal action, suit or proceeding
described in Section&nbsp;6.1 may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by our Board of
Directors in the specific case upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized
in this Article&nbsp;VI.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article&nbsp;VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
actions in their official capacity and as to actions 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.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 INSURANCE. By action of our Board of Directors, notwithstanding any
interest of the directors in the action, the Company may purchase and maintain
insurance, in such amounts as our Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the written request of the Company 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,
whether or not the Company would have the power or would be required to
indemnify him against such liability under the provisions of this Article&nbsp;VI or
of the General Corporation Law of the Commonwealth of Puerto Rico, or of the
laws of any other State or political dependency of the United States or foreign
country as may be applicable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 MODIFICATION. The duties of the Company to indemnify and to advance
expenses to a director, officer, employee or agent provided in this Article&nbsp;VI
shall be in the nature of a contract between the Company and each such person,
and no amendment or repeal of any provision of this Article&nbsp;VI shall alter, to
the detriment of such person, the right of such person to the advance of
expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;4.08 of the General Corporation Law of 1996 of the Commonwealth of
Puerto Rico provides:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys&#146; fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful. The termination of
any legal action, suit or proceeding by judgment, order, settlement or
conviction or by a plea of <I>nolo contendere</I>, or its equivalent, shall not &#091;of&#093;
itself create the presumption that the person did not act in good faith nor in
a manner which he reasonably believed to be consistent with the best interests
of the corporation or not opposed thereto and that, with respect to any
criminal action or proceeding, the person did not have reasonable cause to
believe that his conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the corporation to procure a judgment in its favor because the
person is or has been a director, officer, employee or agent of the
corporation, or is or has been in office at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or any other enterprise.


<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">The compensation may include the expenses incurred in a reasonable manner,
including attorneys&#146; fees, with respect to the defense or settlement of such
action or suit, if the person acted in good faith and in a manner he reasonably
deemed consistent with the best interests of the corporation and not opposed
thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No compensation shall be made with respect to a claim, matter or
controversy in which it has been determined that such person is liable to the
corporation, except that through a motion to that effect, the court presiding
in such action or suit determines that notwithstanding the adjudication of
liability against, and in light of all of the circumstances of the case, such
person has the fair and reasonable right to be compensated for those expenses
which the court deems proper and only to the extent which said court so deems.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;To the extent that a director, officer, employee or agent of the
corporation has prevailed on the merits, or otherwise, in the defense of the
action, suit or proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of this
section, or in the defense of any claim, matter or controversy relating
thereto, he shall be compensated for reasonable expenses incurred (including
attorneys&#146; fees) by reason of such action, suit or proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;All compensation pursuant to subsections (a)&nbsp;and (b)&nbsp;of this section
(except that ordered by the court) shall be made by the corporation only as
authorized in the specific case, after determining that the compensation to the
director, officer, employee or agent is proper under the circumstances because
he has met the applicable norms of conduct established in subsections (a)&nbsp;and
(b)&nbsp;of this section. Such determination shall be made:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) by the Board of Directors, through a majority vote of the
directors who were not parties to such action, suit or proceeding, even
if such directors constitute less than the quorum; or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) if there are no such directors or if such directors so
determine, by independent legal counsel through a written opinion to that
effect, or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) by the stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Prior to final resolution of such action, suit or proceeding, the
corporation may pay the expenses incurred by a director or officer in the
defense of a civil or criminal action, suit or proceeding, in advance, after
obtaining a payment commitment by or on behalf of such director or officer that
he will reimburse such amount if it is finally determined that he is not
entitled to such compensation by the corporation, as authorized in this
section. The expenses incurred by other employees and agents may be paid in
this manner, pursuant to the terms and conditions which the Board of Directors
deems convenient.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The compensation and advance of expenses provided in this section
shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Every corporation shall be empowered to purchase and maintain
insurance in the name of any person who is or has been a director, officer,
employee or agent of the corporation,



<P align="center" style="font-size: 10pt">6
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">or who is or has been serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any other enterprise
at the request of the corporation, against any liability assertable against
such person, or which he has incurred in such capacity, or which arises out of
his status as such, whether or not the corporation has the power to compensate
such person against such liability pursuant to this section.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;For purposes of this section, it shall be deemed that &#147;the
corporation&#148; includes in addition to the resulting corporation, 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. Therefore, every person who is or has been a director,
officer, employee or agent of any constituent corporation of a consolidation or
merger, or is or has been serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any other enterprise,
at the request of the corporation, is, pursuant to this section, in identical
position with respect to the resulting or originating corporation as such
person would have been in relation to the original corporation had the
independent juridical personality thereof continued.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;For purposes of this section, the term &#147;other enterprises&#148; shall
include employee-benefit plans. The term &#147;fines&#148; shall include taxes imposed
upon any person with regard to any plan of benefits or for the employees. The
term &#147;serving at the request of the corporation&#148; shall include any service as
director, officer, employee or agent of the corporation which imposes duties on
such director, officer, employee or agent, or implies services rendered by them
in relation with an employee pension plan, its participants or beneficiaries.
In addition, it shall be deemed that every person who has acted in good faith
and in a manner which appeared to be consistent with the interests of the
participants and beneficiaries of an employee pension plan has, acts in a
manner which &#147;is not opposed to the best interests of the corporation,&#148; as used
in this section.

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<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="2"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Certificate. (1)</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Patton Boggs LLP regarding the legality of the
Common Stock being registered.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2004 Stock Option Plan. (2)</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Incentive Stock Option
Agreement.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Nonqualified Stock Option
Agreement.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="2"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Patton Boggs LLP (included in Exhibit&nbsp;5.1 hereto).</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this
Registration Statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated herein by reference from the Registrant&#146;s Registration
Statement on Form S-1, as amended, filed on June&nbsp;18, 1996 (File No.
333-06245).</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated herein by reference from the Registrant&#146;s Definitive Proxy
Statement filed on April&nbsp;5, 2004.</TD>
</TR>

</TABLE>


<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculations of Registration
Fee&#148; table in the effective registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

<P align="left" style="font-size: 10pt">provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration


<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial <I>bona fide</I>
offering thereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by
the final adjudication of such issue.



<P align="center" style="font-size: 10pt">9
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Commonwealth of Puerto Rico on the
3<SUP>rd</SUP> day of September, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>R&#038;G FINANCIAL CORPORATION</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Victor J. Gal&#225;n</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="60%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Victor J. Gal&#225;n</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman and Chief</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the directors and/or officers
of the Registrant whose signature appears below hereby appoints Victor J.
Gal&#225;n, Ramon Prats and Joseph R. Sandoval, and each of them severally, as his
or her attorney-in-fact to sign in his or her name and behalf, in any and all
capacities stated below and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-8, and any Registration Statement relating to
the same offering as this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
making such changes in the Registration Statement as appropriate, and generally
to do all such things in their behalf in their capacities as directors and/or
officers to enable the Registrant to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>NAME</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>TITLE</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DATE</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Victor J. Gal&#225;n
<HR size="1" noshade>Victor J. Gal&#225;n
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board, and
Chief Executive Officer
(principal executive officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ramon Prats<BR>
<HR size="1" noshade>
Ramon Prats
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Vice Chairman
of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Joseph R. Sandoval
<HR size="1" noshade>
Joseph R. Sandoval
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and
Chief Financial Officer
(Principal financial and
accounting officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">
/s/ Rafael Nin<HR size="1" noshade>
Rafael Nin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Enrique Umpierre-Suarez<BR>
<HR size="1" noshade>Enrique Umpierre-Suarez
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Secretary
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Victor L. Galan
<HR size="1" noshade>Victor L. Galan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Laureno Carus Abarca<BR>
<HR size="1" noshade>Laureno Carus Abarca
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Eduardo McCormack<BR>
<HR size="1" noshade>Eduardo McCormack
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">11
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>NAME</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>TITLE</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DATE</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gilberto Rivera-Arreaga<BR>
<HR size="1" noshade>Gilberto Rivera-Arreaga
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Benigno R. Fernandez
<HR size="1" noshade>Benigno R. Fernandez
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ileana M. Colon-Carlo
<HR size="1" noshade>Ileana M. Colon-Carlo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Roberto Gorbea<BR>
<HR size="1" noshade>Roberto Gorbea
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Melba Figueroa<BR>
<HR size="1" noshade>Melba Figueroa
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">September&nbsp;3, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">12
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Certificate. (1)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Patton Boggs LLP regarding the legality of the
Common Stock being registered.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2004 Stock Option Plan. (2)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Incentive Stock Option
Agreement.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Nonqualified Stock Option
Agreement.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Patton Boggs LLP (included in Exhibit&nbsp;5.1 hereto).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this
Registration Statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated herein by reference from the Registrant&#146;s Registration
Statement on Form S-1, as amended, filed on June&nbsp;18, 1996 (File No.
333-06245).</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated herein by reference from the Registrant&#146;s Definitive Proxy
Statement filed on April&nbsp;5, 2004.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
</HTML>
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R&G FINANCIAL CORPORATION
Table of Contents
As filed with the Securities and Exchange Commission on September 3, 2004
Registration No.
333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
R&G FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Puerto Rico
66-0532217
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
280 Jeśus T. Piñero Avenue
San Juan, Puerto Rico 00918
(Address of Principal Executive Offices, Including Zip Code)
R&G FINANCIAL CORPORATION
2004 STOCK OPTION PLAN
(Full Titles of the Plans)
Joseph R. Sandoval
Executive Vice President and Chief Financial Officer
R&G Financial Corporation
280 Jeśus T. Piñero Avenue
San Juan, Puerto Rico 00918
(Name and Address of Agent for Service)
(787) 758-2424
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Norman B. Antin, Esq.
Jeffrey D. Haas, Esq.
Patton Boggs LLP
2550 M Street, NW
Washington, DC 20037
(202) 457-6000
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered
Share (1)
Price (1)
Registration Fee
Common Stock,
$0.01 par value
1,000,000 shares (2)
$
34.505
$
34,505,000
$
4,372
(1)
Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the highest and lowest quoted
selling prices of the Registrant's common stock reported on the New
York Stock Exchange on August 31, 2004, a date within five business
days of the date on which this registration statement was filed.
(2)
Together with an indeterminable number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Registrant's 2004 Stock Option Plan as a result of a
stock split, stock dividend or similar adjustment of the outstanding
common stock of the Registrant.
TABLE OF CONTENTS
PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF PATTON BOGGS LLP
EX-10.2 FORM OF INCENTIVE STOCK OPTION AGREEMENT
EX-10.3 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Employees participating in the 2004 Stock Option Plan (the "Plan") may
obtain a copy of the Plan or the documents incorporated by reference in Item 3
of Part II below, at no cost, by writing or telephoning R&G Financial
Corporation (the "Registrant") at: 280 Jeśus T. Piñero Avenue, San Juan,
Puerto Rico 00918, (787) 758-2424, Attention: Corporate Secretary. These
documents are also incorporated by reference in the prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are
hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 2003, filed
on March 15, 2004.
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Form 10-K referred to in
clause (a) above.
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A (File No. 000-211137), as filed with the Commission
pursuant to Sections 12(b) and 12(g) of the Exchange Act, on August 5, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement indicating that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such reports and documents are filed with the
Commission. Any statement incorporated by reference herein shall also be
deemed to be modified or superseded for the purposes of this Registration
Statement and any amendment or supplement hereto to the
2
Table of Contents
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement or any such amendment or
supplement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to legality of the common stock
registered hereby will be passed upon for the Registrant by Patton Boggs LLP.
As of the date of this Registration Statement, certain partners of Patton Boggs
LLP owned approximately 19,521 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Bylaws provide as follows:
6.1 INDEMNIFICATION.
(a) The Company shall indemnify, to the fullest extent authorized by the
General Corporation Law of the Commonwealth of Puerto Rico, 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 Company) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the Company as a
director, officer, employer 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 he acted
in good faith and in a matter he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided that the Company shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action, suit or proceeding
effected without our prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without our prior
written consent. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
our 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 Company and, with respect to any
criminal action or proceeding, that such person had reasonable cause to believe
that his conduct was unlawful.
(b) The Company 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 Company to procure a judgment in our favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at the written request of the
3
Table of Contents
Company 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 he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, 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 Company 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 expense
which such court shall deem proper.
(c) To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1(a) or Section 6.1(b) of
this Article VI, 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.
(d) Any indemnification under Section 6.1(a) or Section 6.1(b) of this
Article VI (unless ordered by a court) shall be made by the Company 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 our 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 a 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.
(e) The Company shall not be liable for any amounts which may be due to
any person in connection with a settlement of any action, suit or proceeding
initiated by any person seeking indemnification under this Article VI without
our prior written consent.
6.2 ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit or proceeding
described in Section 6.1 may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by our Board of
Directors in the specific case upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as authorized
in this Article VI.
6.3 OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
actions in their official capacity and as to actions 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.
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6.4 INSURANCE. By action of our Board of Directors, notwithstanding any
interest of the directors in the action, the Company may purchase and maintain
insurance, in such amounts as our Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the written request of the Company 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,
whether or not the Company would have the power or would be required to
indemnify him against such liability under the provisions of this Article VI or
of the General Corporation Law of the Commonwealth of Puerto Rico, or of the
laws of any other State or political dependency of the United States or foreign
country as may be applicable.
6.5 MODIFICATION. The duties of the Company to indemnify and to advance
expenses to a director, officer, employee or agent provided in this Article VI
shall be in the nature of a contract between the Company and each such person,
and no amendment or repeal of any provision of this Article VI shall alter, to
the detriment of such person, the right of such person to the advance of
expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
Article 4.08 of the General Corporation Law of 1996 of the Commonwealth of
Puerto Rico provides:
(a) A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys' fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful. The termination of
any legal action, suit or proceeding by judgment, order, settlement or
conviction or by a plea of
nolo contendere
, or its equivalent, shall not [of]
itself create the presumption that the person did not act in good faith nor in
a manner which he reasonably believed to be consistent with the best interests
of the corporation or not opposed thereto and that, with respect to any
criminal action or proceeding, the person did not have reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the corporation to procure a judgment in its favor because the
person is or has been a director, officer, employee or agent of the
corporation, or is or has been in office at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or any other enterprise.
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The compensation may include the expenses incurred in a reasonable manner,
including attorneys' fees, with respect to the defense or settlement of such
action or suit, if the person acted in good faith and in a manner he reasonably
deemed consistent with the best interests of the corporation and not opposed
thereto.
No compensation shall be made with respect to a claim, matter or
controversy in which it has been determined that such person is liable to the
corporation, except that through a motion to that effect, the court presiding
in such action or suit determines that notwithstanding the adjudication of
liability against, and in light of all of the circumstances of the case, such
person has the fair and reasonable right to be compensated for those expenses
which the court deems proper and only to the extent which said court so deems.
(c) To the extent that a director, officer, employee or agent of the
corporation has prevailed on the merits, or otherwise, in the defense of the
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in the defense of any claim, matter or controversy relating
thereto, he shall be compensated for reasonable expenses incurred (including
attorneys' fees) by reason of such action, suit or proceeding.
(d) All compensation pursuant to subsections (a) and (b) of this section
(except that ordered by the court) shall be made by the corporation only as
authorized in the specific case, after determining that the compensation to the
director, officer, employee or agent is proper under the circumstances because
he has met the applicable norms of conduct established in subsections (a) and
(b) of this section. Such determination shall be made:
(1) by the Board of Directors, through a majority vote of the
directors who were not parties to such action, suit or proceeding, even
if such directors constitute less than the quorum; or
(2) if there are no such directors or if such directors so
determine, by independent legal counsel through a written opinion to that
effect, or
(3) by the stockholders.
(e) Prior to final resolution of such action, suit or proceeding, the
corporation may pay the expenses incurred by a director or officer in the
defense of a civil or criminal action, suit or proceeding, in advance, after
obtaining a payment commitment by or on behalf of such director or officer that
he will reimburse such amount if it is finally determined that he is not
entitled to such compensation by the corporation, as authorized in this
section. The expenses incurred by other employees and agents may be paid in
this manner, pursuant to the terms and conditions which the Board of Directors
deems convenient.
(f) The compensation and advance of expenses provided in this section
shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.
(g) Every corporation shall be empowered to purchase and maintain
insurance in the name of any person who is or has been a director, officer,
employee or agent of the corporation,
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or who is or has been serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any other enterprise
at the request of the corporation, against any liability assertable against
such person, or which he has incurred in such capacity, or which arises out of
his status as such, whether or not the corporation has the power to compensate
such person against such liability pursuant to this section.
(h) For purposes of this section, it shall be deemed that "the
corporation" includes in addition to the resulting corporation, 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. Therefore, every person who is or has been a director,
officer, employee or agent of any constituent corporation of a consolidation or
merger, or is or has been serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or any other enterprise,
at the request of the corporation, is, pursuant to this section, in identical
position with respect to the resulting or originating corporation as such
person would have been in relation to the original corporation had the
independent juridical personality thereof continued.
(i) For purposes of this section, the term "other enterprises" shall
include employee-benefit plans. The term "fines" shall include taxes imposed
upon any person with regard to any plan of benefits or for the employees. The
term "serving at the request of the corporation" shall include any service as
director, officer, employee or agent of the corporation which imposes duties on
such director, officer, employee or agent, or implies services rendered by them
in relation with an employee pension plan, its participants or beneficiaries.
In addition, it shall be deemed that every person who has acted in good faith
and in a manner which appeared to be consistent with the interests of the
participants and beneficiaries of an employee pension plan has, acts in a
manner which "is not opposed to the best interests of the corporation," as used
in this section.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
Description
4.1
Common Stock Certificate. (1)
5.1
Opinion of Patton Boggs LLP regarding the legality of the
Common Stock being registered.
10.1
2004 Stock Option Plan. (2)
10.2
Form of Incentive Stock Option
Agreement.
10.3
Form of Nonqualified Stock Option
Agreement.
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Exhibit No.
Description
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Patton Boggs LLP (included in Exhibit 5.1 hereto).
24.1
Power of Attorney (included in the signature page of this
Registration Statement).
(1)
Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended, filed on June 18, 1996 (File No.
333-06245).
(2)
Incorporated herein by reference from the Registrant's Definitive Proxy
Statement filed on April 5, 2004.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculations of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration
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statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Commonwealth of Puerto Rico on the
3
rd
day of September, 2004.
R&G FINANCIAL CORPORATION
By:
/s/ Victor J. Galán
Victor J. Galán
Chairman and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the directors and/or officers
of the Registrant whose signature appears below hereby appoints Victor J.
Galán, Ramon Prats and Joseph R. Sandoval, and each of them severally, as his
or her attorney-in-fact to sign in his or her name and behalf, in any and all
capacities stated below and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-8, and any Registration Statement relating to
the same offering as this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
making such changes in the Registration Statement as appropriate, and generally
to do all such things in their behalf in their capacities as directors and/or
officers to enable the Registrant to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.
NAME
TITLE
DATE
/s/ Victor J. Galán
Victor J. Galán
Chairman of the Board, and
Chief Executive Officer
(principal executive officer)
September 3, 2004
/s/ Ramon Prats
Ramon Prats
President and Vice Chairman
of the Board
September 3, 2004
/s/ Joseph R. Sandoval
Joseph R. Sandoval
Executive Vice President and
Chief Financial Officer
(Principal financial and
accounting officer)
September 3, 2004
/s/ Rafael Nin
Rafael Nin
Director
September 3, 2004
/s/ Enrique Umpierre-Suarez
Enrique Umpierre-Suarez
Director and Secretary
September 3, 2004
/s/ Victor L. Galan
Victor L. Galan
Director
September 3, 2004
/s/ Laureno Carus Abarca
Laureno Carus Abarca
Director
September 3, 2004
/s/ Eduardo McCormack
Eduardo McCormack
Director
September 3, 2004
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NAME
TITLE
DATE
/s/ Gilberto Rivera-Arreaga
Gilberto Rivera-Arreaga
Director
September 3, 2004
/s/ Benigno R. Fernandez
Benigno R. Fernandez
Director
September 3, 2004
/s/ Ileana M. Colon-Carlo
Ileana M. Colon-Carlo
Director
September 3, 2004
/s/ Roberto Gorbea
Roberto Gorbea
Director
September 3, 2004
/s/ Melba Figueroa
Melba Figueroa
Director
September 3, 2004
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EXHIBIT INDEX
Exhibit No.
Description
4.1
Common Stock Certificate. (1)
5.1
Opinion of Patton Boggs LLP regarding the legality of the
Common Stock being registered.
10.1
2004 Stock Option Plan. (2)
10.2
Form of Incentive Stock Option
Agreement.
10.3
Form of Nonqualified Stock Option
Agreement.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Patton Boggs LLP (included in Exhibit 5.1 hereto).
24.1
Power of Attorney (included in the signature page of this
Registration Statement).
(1)
Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended, filed on June 18, 1996 (File No.
333-06245).
(2)
Incorporated herein by reference from the Registrant's Definitive Proxy
Statement filed on April 5, 2004.