Exhibit 4.5

                                     FORM OF

                              CERTIFICATE OF TRUST
                                       OF
                              R&G CAPITAL TRUST ___

         THIS Certificate of Trust of R&G Capital Trust ___ (the "Trust"), is
being duly executed and filed by the undersigned, as trustees, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. Code, Section
3801 et seq.) (the "Act").

         1. Name. The name of the statutory trust formed hereby is R&G Capital
Trust _____.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.

                                     WILMINGTON TRUST COMPANY, as trustee

                                     By: _______________________________________
                                     Name:
                                     Title:

                                     ___________________________________________
                                     Name:

                                     ___________________________________________
                                     Name: