UNITED STATES OF AMERICA

BEFORE THE

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WASHINGTON, D.C.

WHEREAS, Eurobancshares, Inc., San Juan, Puerto, Rico (“Eurobancshares”), a registered bank holding company, owns and controls Eurobank, San Juan, Puerto Rico, a state chartered nonmember bank (the “Bank”);

WHEREAS, it is the common goal of Eurobancshares and the Federal Reserve Bank of New York (the “Reserve Bank”) to maintain the financial soundness of Eurobancshares so that Eurobancshares may serve as a source of strength to the Bank;

WHEREAS, Eurobancshares and the Reserve Bank have mutually agreed to enter into this Written Agreement (the “Agreement”); and

WHEREAS, on September 26, 2009, the board of directors of Eurobancshares, at a duly constituted meeting, adopted a resolution authorizing and directing Rafael Arrillaga-Torrens, Jr. to enter into this Agreement on behalf of Eurobancshares, and consenting to compliance with each and every provision of this Agreement by Eurobancshares and its institution-affiliated parties, as defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. §§ 1813(u) and 1818(b)(3)).

NOW, THEREFORE, Eurobancshares and the Reserve Bank agree as follows:

Capital Plan

1.           Within 60 days of this Agreement, Eurobancshares shall submit to the Reserve Bank an acceptable written plan to maintain sufficient capital at Eurobancshares, on a consolidated basis, and the Bank, as a separate legal entity on a stand-alone basis.  The plan shall, at a minimum, address, consider, and include:

(a)           The consolidated organization’s and the Bank’s current and future capital requirements, including compliance with the Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and D) and the applicable capital adequacy guidelines for the Bank issued by the Bank’s federal regulator;

(b)           the adequa