8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2004

R&G Financial Corporation

(Exact name of registrant as specified in its charter)

Puerto Rico	0-22137	66-0532217
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

280 Jesus T. Pinero Ave. Hato Rey, San Juan, Puerto Rico	00918
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (787) 758-2424

(Former name or former address, if changed since last report)
Not applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 8.01 Other Events

On November 30, 2004, R&G Financial Corporation closed the issuance and sale by R&G Capital Trust VI, its Delaware statutory trust, of $125,000,000 trust preferred securities to the Puerto Rico Conservation Trust Fund, a Puerto Rico charitable trust.

The exhibits listed in Item 9.01 are hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

     The following exhibits are being filed herewith:

1.1	Agency Agreement, dated as of November 26, 2004, among R&G Financial Corporation, R&G Capital Trust VI, UBS Financial Services Incorporated of Puerto Rico and R-G Investments Corporation.
1.2	Supplement to Agency Agreement, dated as of November 26, 2004, among R&G Financial Corporation, R&G Capital Trust VI, UBS Financial Services Incorporated of Puerto Rico, R-G Investments Corporation and the Puerto Rico Conservation Trust Fund.
4.1	Indenture, dated as of November 30, 2004, between R&G Financial Corporation and Wilmington Trust Company, as Trustee.
4.2	First Supplemental Indenture, dated as of November 30, 2004, between R&G Financial Corporation and Wilmington Trust Company, as Trustee.
4.3	Amended and Restated Declaration of Trust of R&G Capital Trust VI, dated as of November 30, 2004, between R&G Financial Corporation, as Sponsor, Wilmington Trust Company, as Property and Delaware Trustee, and the Administrative Trustees named therein.
4.4	Trust Preferred Securities Guarantee Agreement, dated as of November 30, 2004, between R&G Financial Corporation, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	R&G FINANCIAL CORPORATION
December 2, 2004
	By:	/s/Joseph R. Sandoval
		Joseph R. Sandoval
		Executive Vice President and Chief Financial Officer

EX-1.1

                                                                     EXHIBIT 1.1

                                  $125,000,000

                              R&G CAPITAL TRUST VI

           6.62% CUMULATIVE MONTHLY INCOME TRUST PREFERRED SECURITIES

                                AGENCY AGREEMENT

                                                        November 26, 2004

UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO
R-G INVESTMENTS CORPORATION
San Juan, Puerto Rico

Ladies and Gentlemen:

      R&G CAPITAL TRUST VI (the "Issuer" or the "Trust"), a statutory trust
created under the Delaware Statutory Trust Act (the "Delaware Act"), proposes to
sell an aggregate principal amount of $125,000,000 of its 6.62% Cumulative
Monthly Income Trust Preferred Securities (the "Preferred Securities") to the
Puerto Rico Conservation Trust Fund ("Conservation Trust"), in connection with
the issuance by Conservation Trust of its 6.00% Secured Notes Due 2034 (the "CT
Notes"). The Preferred Securities shall be dated, shall bear interest at the
rates per annum and shall be subject to mandatory redemption, as described in
the Final Prospectus (as defined below). The CT Notes will be payable solely
from amounts payable by the Trust on the Preferred Securities and the Preferred
Securities will be pledged as collateral to the trustee of the CT Notes. The
Preferred Securities shall be guaranteed by R&G Financial Corporation (the
"Company" or the "Guarantor") with respect to the distributions and amounts
payable upon liquidation and redemption, pursuant to the Preferred Securities
Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing
Date (as defined below), executed and delivered by the Guarantor and Wilmington
Trust Company, a Delaware banking corporation, as trustee (the "Guarantee
Trustee"), for the benefit of the holder of the Preferred Securities. The
proceeds from the sale of the Preferred Securities to the Conservation Trust
will be aggregated with the entire proceeds from the sale by the Issuer to the
Company of the Common Securities of the Issuer (the "Common Securities") and
will be used by the Issuer to purchase the 6.62% subordinated debentures (the
"Debentures") issued by the Company. The Preferred Securities and the Common
Securities will be issued pursuant to the Amended and Restated Declaration of
Trust (the "Declaration"), among the Company and the trustees named therein (the
"Trustees"). The Debentures will be issued pursuant to a Junior Subordinated
Indenture (the "Indenture"), among the Company and Wilmington Trust Company, as
trustee (the "Indenture



Trustee"). You have agreed to act as placement agents (collectively the
"Agents") in connection with the sale of the Preferred Securities to
Conservation Trust, and UBS Financial Services Incorporated of Puerto Rico has
agreed to act as representative (the "Representative") of the underwriters (the
"Underwriters") in connection with the sale of the CT Notes to the public.
References to the Agents shall be deemed to include the Representative in its
role as representative of the Underwriters.

      The Issuer and the Company jointly and severally hereby confirm as follows
its agreements with you:

      1. Sale of Notes: Compensation of Agents.

            (a) The Issuer will sell the Preferred Securities to Conservation
Trust at a purchase price of $121,653,750. Conservation Trust will in turn issue
and sell the CT Notes to the Underwriters in accordance with the terms of a
Purchase Agreement being executed simultaneously herewith (the "Purchase
Agreement"). The CT Notes will be offered by the Underwriters by means of an
offering circular of Conservation Trust (the "Offering Circular") that will
include as an attachment a prospectus supplement and the Base Prospectus of the
Issuer described below. Prior to the date hereof, Conservation Trust and the
Issuer have delivered to the Agents a preliminary offering circular of
Conservation Trust (the "Preliminary Offering Circular") that includes as an
attachment a preliminary prospectus supplement dated November 18, 2004, and the
Base Prospectus of the Issuer.

            (b) Because the proceeds from the sale of the Preferred Securities
shall be used to purchase the Debentures from the Company, as compensation for
its services hereunder, the Company will pay to the Agents a nonrefundable fee
equal to $312,500.00, which shall be fully earned upon the delivery of the
Preferred Securities on the Closing Date (as such term is defined below) and
shall be allocated among the Agents in accordance with the percentages set forth
in Schedule 2 opposite the name of each Agent.

      2. Delivery and Payment. Delivery of the Preferred Securities shall be
made to Banco Popular de Puerto Rico, as trustee for the CT Notes, against
payment of the purchase price by wire transfer of immediately available funds to
the bank account designated by the Company. Such payment shall be made at 10:00
a.m., New York City time, on the third full business day following the date of
this Agreement, or at such other time on such other date, not later than seven
business days after the date of this Agreement, as may be agreed upon by the
Company and Conservation Trust (such date is hereinafter referred to as the
"Closing Date"). Delivery of the other documents, required to be delivered as
provided herein, shall be made at the offices of Pietrantoni Mendez & Alvarez
LLP, Banco Popular Center 19th Floor, 209 Munoz Rivera Avenue, San Juan, Puerto
Rico 00918.

                                       2


      3. Representations and Warranties. Each of the Issuer and the Company,
jointly and severally, represents, warrants and covenants to the Agents and each
of the Underwriters that:

            (a) The Company and the Issuer, as co-registrant with the Company,
meet the requirements for use of Form S-3 and a registration statement
(Registration Nos. 333-118920, 333-118920-01, 333-118920-02 and 333-113321-03)
on Form S-3 with respect to the Preferred Securities, including a prospectus
(the "Base Prospectus"), and such amendments to such registration statement as
may have been required to the date of this Agreement, has been prepared by the
Company in conformity with the requirements of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations of the Securities and
Exchange Commission (the "Rules and Regulations") thereunder, and has been filed
with the Securities and Exchange Commission (the "Commission") and has become
effective. No stop order preventing or suspending the effectiveness of the
registration statement has been issued, and, to the Company's knowledge, no
proceeding for that purpose has been instituted or threatened by the Commission.
A prospectus supplement and a final prospectus containing information to be
omitted at the time of effectiveness by Rule 430A of the Rules and Regulations
has been or will be so prepared and filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations on or before the second business day after
the date hereof (or such earlier time as may be required by the Rules and
Regulations); and the Rules and Regulations do not require the Company to, and,
without the Agents' consent, the Company will not, file a post-effective
amendment after the time of execution of this Agreement and prior to the filing
of such final form of prospectus. The registration statement may be supplemented
by one or more forms of preliminary prospectus supplement, as contemplated by
Rule 430 or Rule 430A of the Rules and Regulations, to be used in connection
with the offering and sale of the Preferred Securities (each a "Preliminary
Prospectus"). Copies of such registration statement, and such amendments, and
each related Preliminary Prospectus and all documents incorporated therein by
reference that were filed with the Commission on or prior to the date of this
Agreement have been delivered to the Agents and their counsel. The term
"Registration Statement" means such registration statement as amended at the
time it becomes or became effective (the "Effective Date"), including financial
statements and all exhibits and any information deemed by virtue of Rule 430A of
the Rules and Regulations to be included in such Registration Statement at the
Effective Date and any prospectus supplement filed thereafter with the
Commission and shall include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The term "Final Prospectus" means,
collectively, the Base Prospectus together with any prospectus supplement, in
the respective forms they are filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations. Any references herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration Statement, the Base
Prospectus any Preliminary Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the
Effective Date, or the date of any Preliminary Prospectus or the Final
Prospectus, as the case may be, that is incorporated therein by reference. For
purposes of this Agency Agreement, all references to the Registration Statement,
the Final Prospectus, any preliminary prospectus or any amendment or supplement
thereto shall be deemed to include any copy filed with the Commission pursuant
to its Electronic Data Gathering

                                       3


Analysis and Retrieval System (EDGAR), and such copy shall be identical (except
to the extent permitted by Regulation S-T) to any prospectus delivered to the
Agents for use in connection with the offering of the Preferred Securities by
the Company.

            (b) Each part of the Registration Statement (excluding any
prospectus supplement with respect to an offering of securities other that the
Preferred Securities contemplated hereby), when such part became or becomes
effective, each Preliminary Prospectus, on the date of filing thereof with the
Commission, and the Final Prospectus and any amendment or supplement thereto, on
the date of filing thereof with the Commission and at the Closing Date conformed
or will conform in all material respects with the requirements of the Act, the
Trust Indenture Act of 1939 ("Trust Indenture Act") and the Rules and
Regulations thereunder; each part of the Registration Statement (excluding any
prospectus supplement with respect to an offering of securities other than the
offering of the Preferred Securities contemplated hereby), when such part became
or becomes effective, did not or will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; each Preliminary
Prospectus, on the date of filing thereof with the Commission, and the Final
Prospectus, on the date of filing thereof with the Commission and at the Closing
Date, did not or will not include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; the foregoing
shall not apply to the statements in or omissions from any such document in
reliance upon, and in conformity with, written information relating to any
Underwriter furnished to the Company by the Agents, or by any Underwriter
through the Agents, specifically for use in the preparation thereof. The Company
has not distributed any offering material in connection with the offering or
sale of the Preferred Securities other than the Registration Statement, any
Preliminary Prospectus, the Final Prospectus or any other materials, if any,
permitted by the Act.

            (c) The documents incorporated by reference in the Registration
Statement, the Final Prospectus (or, if the Final Prospectus is not in
existence, the most recent Preliminary Prospectus) and any amendment or
supplement to such Registration Statement or such Final Prospectus, when they
became or become effective under the Act or were or are filed with the
Commission under the Exchange Act, as the case may be, conformed or will conform
in all material respects with the requirements of the Act, the Trust Indenture
Act, the Exchange Act and the Rules and Regulations thereunder, as applicable.

            (d) The Issuer has been duly formed and is validly existing in good
standing as a statutory trust under the Delaware Act with power and authority to
own property and conduct its business as described in the Final Prospectus (or,
if the Final Prospectus is not in existence, the most recent Preliminary
Prospectus). All of the outstanding beneficial interests of the Issuer have been
duly authorized and validly issued and are fully paid and nonassessable
undivided beneficial interests in the assets of the Issuer; the holders of such
beneficial interests of the Issuer have no preemptive or other rights to acquire
Preferred Securities or Common Securities and there are no restrictions on
transfers of the securities.

                                       4


            (e) The Declaration has been duly authorized; and when the Preferred
Securities are delivered and paid for pursuant to this Agreement on the Closing
Date, the Declaration will have been duly executed and delivered and will
constitute a valid and legally binding instrument enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

            (f) The Guarantee Agreement has been duly authorized; when the
Preferred Securities are delivered and paid for pursuant to this Agreement on
the Closing Date, the Guarantee Agreement will have been duly executed and
delivered and will constitute a valid and legally binding instrument enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

            (g) The Preferred Securities have been duly authorized; when the
Preferred Securities are delivered and paid for pursuant to this Agreement on
the Closing Date, such Preferred Securities will (i) have been validly issued
and fully paid, (ii) represent nonassessable undivided beneficial interest in
the assets of the Issuer, (iii) be entitled to the benefits set forth in the
Declaration and (iv) conform to the description thereof contained in the
Registration Statement, the Final Prospectus and any amendment or supplement to
such Registration Statement; the issuance of the Preferred Securities is not
subject to preemptive or other similar rights; and the holders of the Preferred
Securities will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit incorporated under
the General Corporation Law of the State of Delaware.

            (h) The Common Securities have been duly authorized; when the Common
Securities are delivered and paid for pursuant to this Agreement on the Closing
Date, such Common Securities will (i) have been validly issued and fully paid,
(ii) represent nonassessable undivided beneficial interest in the assets of the
Issuer, (iii) be entitled to the benefits set forth in the Declaration and
(iv)conform to the description thereof contained in the Registration Statement,
the Final Prospectus and any amendment or supplement to such Registration
Statement; the issuance of the Common Securities is not subject to preemptive or
other similar rights; and the holders of the Common Securities will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit incorporated under the General Corporation Law of the
State of Delaware; and at the Closing Date, all of the issued and outstanding
Common Securities of the Issuer will be directly owned by the Company free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity.

            (i) The only directly or indirectly controlled subsidiaries of the
Company (each, a "Subsidiary" and collectively, the "Subsidiaries") are those
listed on Exhibit A hereto. In addition, each Subsidiary of the Company which is
a "significant subsidiary" as defined in Rule 405 of

                                       5


Regulation C of the Rules and Regulations under the Act (each a "Significant
Subsidiary") is listed on Exhibit A hereof. The Company has been and, at the
Closing Date, will be duly organized and validly existing as a corporation under
the laws of the Commonwealth of Puerto Rico and is and, at the Closing Date,
will be in good standing with the Commonwealth of Puerto Rico. The Company is
and will be as of the Closing Date registered with the Board of Governors of the
Federal Reserve System (the "Federal Reserve") as a bank holding company under
the Bank Holding Company Act of 1956 (the "BHCA") and its election to be treated
as a financial holding company under the BHCA is and will remain in full force
and effect. Each of the Subsidiaries is and, at the Closing Date, will be a
corporation duly organized, validly existing and in good standing under the laws
of its respective jurisdiction of incorporation. Each of the Company and its
Subsidiaries is and, at the Closing Date, will be duly qualified and in good
standing as a foreign corporation in each jurisdiction in which the character or
location of its properties (owned, leased or licensed) or the nature or conduct
of its business or use of its property and assets, makes such qualification
necessary, except where the failure to so qualify would not have a material
adverse effect on the condition, financial or otherwise, or the earnings,
prospects or business affairs of the Company and its Subsidiaries taken as a
whole (a "Material Adverse Effect").

            (j) The outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and nonassessable and are
not subject to any preemptive or similar rights. The Debentures to be issued and
sold by the Company will be, upon such issuance and payment therefor, duly
authorized, valid, binding and enforceable obligations of the Company. The
Company has, and, upon completion of the sale of the Debentures, will have, an
authorized, issued and outstanding capitalization as set forth in the
Registration Statement and the Final Prospectus (or, if the Final Prospectus is
not in existence, the most recent Preliminary Prospectus in the "As Adjusted"
column).

            (k) The consolidated financial statements and the related notes of
the Company included in the Registration Statement or incorporated therein by
reference and the Final Prospectus (or, if the Final Prospectus is not in
existence, the most recent Preliminary Prospectus) present fairly the financial
condition of the Company and its Subsidiaries as of the dates indicated and the
consolidated results of operations, and cash flows of the Company and its
Subsidiaries for the periods covered thereby, all in conformity with generally
accepted accounting principles ("GAAP") applied on a consistent basis throughout
the entire periods involved. PricewaterhouseCoopers LLP (the "Accountants"), who
have reported on those financial statements and related notes which have been
audited, are independent accountants with respect to the Company and its
Subsidiaries within the meaning of the Act and the applicable and published
rules and regulations.

            (l) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorization, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets,
(iii) access to assets is permitted only in accordance with management's general
or specific authorization, and

                                       6


(iv) the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

            (m) Except as set forth in the Registration Statement and the Final
Prospectus, subsequent to the respective dates as of which information is given
in the Registration Statement and the Final Prospectus and prior to the Closing
Date, (i) there has not been, and will not have been, any Material Adverse
Effect, (ii) neither the Company nor any of its Subsidiaries have entered into,
or will have entered into any material transactions other than pursuant to this
Agreement, and (iii) the Company has not, and will not have, paid or declared
any dividends or other distributions of any kind on any class of its capital
stock, except for the payment or declaration of quarterly dividends on the
Company's common stock (the "Common Stock") and the payment and declaration of
monthly dividends on each of the Company's series of outstanding preferred stock
in the ordinary course of its business.

            (n) The Company and each of its Subsidiaries have good and
marketable title to all properties and assets described in the Registration
Statement, including the documents incorporated by reference therein, and the
Final Prospectus (or, if the Final Prospectus is not in existence, the most
recent Preliminary Prospectus), as owned by it, free and clear of all liens,
security interests, restrictions, pledges, encumbrances, charges, equities,
claims, easements, leases and tenancies (collectively, "Encumbrances") other
than those described in the Registration Statement, or in the documents
incorporated by reference therein, and Final Prospectus (or, if the Final
Prospectus is not in existence, the most recent Preliminary Prospectus) or those
that will not have a Material Adverse Effect. The Company and each of its
Subsidiaries have valid, subsisting and enforceable leases for the properties
and assets described in the Registration Statement, or in the documents
incorporated by reference therein, and Final Prospectus (or, if the Final
Prospectus is not in existence, the most recent Preliminary Prospectus) as
leased by them, free and clear of all Encumbrances, other than those described
in the Registration Statement, or in the documents incorporated by reference
therein, and the Final Prospectus (or, if the Final Prospectus is not in
existence, the most recent Preliminary Prospectus), or those that will not have
a Material Adverse Effect.

            (o) Neither the Issuer nor the Company is and, after giving effect
to the offering and sale of the Preferred Securities and the Debentures and the
application of the proceeds thereof as described in the Final Prospectus,
neither of them will be, required to be registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act").

            (p) Except as set forth in the Registration Statement, or
incorporated therein by reference, and the Final Prospectus (or, if the Final
Prospectus is not in existence, the most recent Preliminary Prospectus), there
are no actions, suits, arbitrations, claims, governmental or other proceedings
(formal or informal), or investigations pending or threatened against or
affecting the Company or any of its Subsidiaries, or, to the knowledge of the
Company, any directors, executive officers or shareholders of the Company or any
of its Subsidiaries in their respective capacities as

                                       7


such, or any of the properties or assets owned or leased by the Company or any
of its Subsidiaries, before or by any federal, state or Commonwealth of Puerto
Rico court, commission, regulatory body, administrative agency or other
governmental body, domestic or foreign (collectively, a "Governmental Body"),
wherein an unfavorable ruling, decision or finding would have a Material Adverse
Effect and would be required to be disclosed in the Registration Statement and
the Final Prospectus (or, if the Final Prospectus is not in existence, the most
recent Preliminary Prospectus). Neither the Company nor any Significant
Subsidiary is in violation of, or in default with respect to, any law, rule, or
regulation, or any order, judgment, or decree, except as described in the Final
Prospectus (or, if the Final Prospectus is not in existence, the most recent
Preliminary Prospectus) or when such violations or defaults, in the aggregate,
do not now have and can reasonably be expected in the future not to have a
Material Adverse Effect; nor is the Company or any Significant Subsidiary
presently required under any order, judgment or decree to take any action in
order to avoid any such violation or default.

            (q) The Company and each of its Significant Subsidiaries have and,
at the Closing Date will have all governmental licenses, permits, consents,
orders, approvals, franchises, certificates and other authorizations
(collectively, "Licenses") necessary to carry on their respective businesses and
own or lease their respective properties as contemplated in the Registration
Statement and the Final Prospectus (or, if the Final Prospectus is not in
existence, the most recent Preliminary Prospectus). The Company and each of its
Significant Subsidiaries have and, at the Closing Date, will have complied in
all material respects with all laws, regulations and orders applicable to it or
its business, assets and properties, except for such violations, individually or
in the aggregate which are not reasonably expected to have a Material Adverse
Effect. Neither the Company nor any of its Significant Subsidiaries is, nor, at
the Closing Date, will be in default (nor has any event occurred which, with
notice or lapse of time or both, would constitute a default) in the due
performance and observation of any term, covenant or condition of any indenture,
mortgage, deed of trust, voting trust agreement, loan agreement, bond,
debenture, note agreement or other evidence of indebtedness, lease, contract or
other agreement or instrument (collectively, a "contract or other agreement") to
which they are a party or by which their respective properties are bound or
affected, the violation of which would individually or in the aggregate have a
Material Adverse Effect. There are no governmental proceedings or actions
pending or threatened for the purpose of suspending, modifying or revoking any
License held by the Company or its Significant Subsidiaries.

            (r) No consent, approval, authorization or order of, or any filing
or declaration with, any Governmental Body is required for the consummation of
the transactions contemplated by this Agreement or in connection with the
issuance and sale of the Preferred Securities by the Issuer or in connection
with the issuance and sale of Debentures by the Company, except such as have
been obtained and such as may be required under the bylaws and rules of the
National Association of Securities Dealers, Inc. (the "NASD") in connection with
the purchase and distribution of the Preferred Securities.

                                       8


            (s) Both the Issuer and the Company have full power (corporate and
other) and authority to enter into this Agreement and to carry out all the terms
and provisions hereof to be carried out by it. This Agreement has been duly
authorized, executed and delivered by each of the Issuer and the Company and
constitutes a valid and binding agreement of each of them and is enforceable
against any of them in accordance with its terms, except as rights to indemnity
and contribution which may be limited by federal, state or Commonwealth of
Puerto Rico securities laws or the public policy underlying such laws. Except as
disclosed in the Registration Statement and the Final Prospectus (or, if the
Final Prospectus is not in existence, the most recent Preliminary Prospectus),
the execution, delivery and the performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in the
creation or imposition of any Encumbrance upon any of the properties or assets
of the Issuer, the Company or any of the Significant Subsidiaries pursuant to
the terms or provisions of, or result in a breach or violation of, or conflict
with any of the terms or provisions of, or constitute a default under, or give
any other party a right to terminate any of the Issuer's or the Company's
obligations under, or result in the acceleration of any obligation under, (i)
the Certificate of Incorporation or By-laws of the Company, in each case as
amended, or the Declaration or (ii) any contract or other agreement to which the
Issuer, the Company or any of the Significant Subsidiaries is a party or by
which it or any of the respective assets or properties are bound or affected,
the violation of which would individually or in the aggregate have a Material
Adverse Effect, or (iii) any judgment, ruling, decree, order, law, statute, rule
or regulation of any Governmental Body applicable to the Issuer, the Company or
any of the Significant Subsidiaries or their respective businesses or
properties, the violation of which would individually or in the aggregate have a
Material Adverse Effect.

            (t) No statement, representation, or warranty made by each of the
Issuer and the Company in this Agreement or made in any certificate or document
required by this Agreement to be delivered to the Agents was or will be, when
made, inaccurate, untrue or incorrect in any material respect.

            (u) Neither the Issuer, the Company nor, to the knowledge of the
Company, any of its directors, or executive officers, has taken, nor will he,
she or it, take directly or indirectly, any action designed, or which might
reasonably be expected in the future, to cause or result in, under the Act or
otherwise, or which has constituted, stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Preferred
Stock or otherwise.

            (v) Neither the Issuer, the Company nor any of its Subsidiaries is
involved in any collective labor dispute with its employees nor is any such
dispute threatened or imminent.

            (w) The Company has filed all applicable foreign, federal, state and
Commonwealth of Puerto Rico tax returns that are required to be filed or has
requested extensions thereof and has paid all taxes required to be paid by it
and any other assessment, fine or penalty levied against it, to the extent that
any of the foregoing is due and payable, except for any failure to file which
would not have a Material Adverse Effect.

                                       9


            (x) The Company meets the requirements for use of Rule 415 under the
Rules and Regulations under the Act.

            (y) The deposit accounts of R&G Premier Bank, a Subsidiary of the
Company ("R&G Premier") and R-G Crown Bank, a Subsidiary of the Company ("R-G
Crown"), are insured by the Federal Deposit Insurance Corporation ("FDIC") to
the legal maximum, and no proceeding for the termination or revocation of such
insurance is pending or threatened. R&G Premier and R-G Crown are members in
good standing of the Federal Home Loan Bank of New York and the Federal Home
Loan Bank of Atlanta, respectively.

            (z) None of the Issuer, the Company or its Significant Subsidiaries,
or any of their respective directors or executive officers, is subject to any
order or directive of, or party to any agreement with, any regulatory agency
having jurisdiction with respect to its business or operations except as
disclosed in the Final Prospectus (or, if the Final Prospectus is not in
existence, the most recent Preliminary Prospectus).

            (aa) The Company is engaged in trade or business in the Commonwealth
of Puerto Rico. The Company derived more than 20% of its gross income from
sources within the Commonwealth of Puerto Rico for the three year period ending
with the close of the Company's taxable year ended on December 31, 2003.

      4. Agreements of the Company and the Issuer. Each of the Company and the
Issuer jointly and severally agree with the Agents and each of the Underwriters
as follows:

            (a) The Company will cause the Prospectus Supplement to be filed as
contemplated by Section 3(a) hereof (but only if the Agents have not reasonably
objected thereto by notice to the Company after having been furnished a copy
within a reasonable time prior to filing) and will notify the Agents promptly of
such filing. The Company and the Issuer will not during such period as the Final
Prospectus is required by law to be delivered in connection with sales of the CT
Notes by any underwriter or dealer (the "Prospectus Delivery Period"), file any
amendment or supplement to the Registration Statement or the Final Prospectus,
unless a copy thereof shall first have been submitted to the Agents within a
reasonable period of time prior to the filing thereof and the Agents shall not
have objected thereto in good faith.

            (b) The Company and the Issuer will use their best efforts to cause
the Registration Statement to remain effective through the completion of the
Underwriters' distribution of the CT Notes, and will notify the Agents promptly,
and will confirm such advice in writing, (i) of the preparation and filing
(subject to Section 4(a)) of any post-effective amendment and when any such
post-effective amendment to the Registration Statement becomes effective, (ii)
of any request by the Commission for amendments or supplements to the
Registration Statement or the Final Prospectus or for additional information,
(iii) of the issuance by the Commission of any stop order

                                       10


suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose or the threat thereof, (iv) of the suspension
of the qualification or registration of the Preferred Securities for offering or
sale in the Commonwealth of Puerto Rico, or of the initiation or threat of any
proceeding for any such purpose, (v) of the happening of any event during the
Prospectus Delivery Period that in the judgment of the Company or the Issuer
makes any statement made in the Registration Statement or the Final Prospectus
untrue or that requires the making of any changes in the Registration Statement
or the Final Prospectus in order to make the statements therein, in light of the
circumstances in which they are made, not misleading, and (vi) of receipt by the
Company or any representative or attorney of the Company of any other
communication from the Commission relating to the Company, the Registration
Statement, any preliminary prospectus or the Final Prospectus. If at any time
the Commission or any jurisdiction shall threaten to issue, or shall issue, any
order suspending the effectiveness of the Registration Statement or suspending
the qualification or registration of the Preferred Securities for sale in any
jurisdiction, the Company and the Issuer will make every reasonable effort to
prevent the issuance of such order and, if such an order should be issued, to
obtain the withdrawal of such order at the earliest possible moment. The Company
and the Issuer will use their best efforts to comply with the provisions of and
make all requisite filings with the Commission pursuant to Rule 430A and to
notify the Agents promptly of all such filings.

            (c) If, at any time when a Final Prospectus relating to the
Preferred Securities is required to be delivered under the Act, any event occurs
as a result of which, in the judgment of the Company or the Issuer or in the
opinion of counsel to the Underwriters, the Final Prospectus, as then amended or
supplemented, would include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or the
Registration Statement, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading, or if for any other reason it is
necessary at any time to amend or supplement the Final Prospectus or the
Registration Statement to comply with the Act or the Rules and Regulations
thereunder, the Company will promptly notify the Agents thereof and, subject to
Section 4(b) hereof, will prepare and file with the Commission, at the Company's
expense, an amendment to the Registration Statement or an amendment or
supplement to the Final Prospectus that corrects such statement or omission or
effects such compliance.

            (d) The Company will furnish to the Agents, without charge, two
signed copies of the Registration Statement and of any post-effective amendment
thereto, including financial statements and schedules, and all exhibits thereto
and will furnish to the Agents, without charge, for transmittal to each of the
Underwriters, copies of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules but without
exhibits.

            (e) The Company and the Issuer will comply with all the provisions
of all undertakings contained in the Registration Statement.

                                       11


            (f) During the Prospectus Delivery Period, the Company will promptly
furnish to the Underwriters, without charge, as many copies of each preliminary
prospectus, the Final Prospectus and any amendment or supplement thereto as the
Underwriters may from time to time reasonably request. The Company consents to
the use of the Final Prospectus, as amended or supplemented from time to time,
by the Underwriters and by all dealers to whom the CT Notes may be sold, both in
connection with the offering or sale of the CT Notes and, thereafter, during the
Prospectus Delivery Period; if during the Prospectus Delivery Period any event
shall occur which in the judgment of the Company or counsel to the Underwriters
should be set forth in the Final Prospectus in order to make any statement
therein, in the light of the circumstances under which it was made, not
misleading, or if, in the reasonable opinion of counsel to the Underwriters, it
is necessary to supplement or amend the Final Prospectus to comply with law, the
Company will forthwith prepare and duly file with the Commission an appropriate
supplement or amendment thereto. Except as required by the Exchange Act or the
Rules and Regulations thereunder, the Company shall not file any document under
the Exchange Act before the termination of the Prospectus Delivery Period if
such document would be deemed to be incorporated by reference into the Final
Prospectus to which the Agents reasonably object.

            (g) During the period of five years commencing on the Closing Date,
the Company will furnish to the Agents, and each other Underwriter who may so
request, copies of such financial statements and other periodic and special
reports as the Company may from time to time distribute generally to the holders
of any class of its capital stock, and will furnish to the Agents, and each
other Underwriter who may so request, a copy of each annual or other report it
shall be required to file with the Commission.

            (h) The Company will make generally available to its security
holders as soon as practicable, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying
with the provisions of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations) covering a twelve-month period beginning not later than the first
day of the Company's fiscal quarter next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.

            (i) The Company and the Issuer will apply the net proceeds from the
offering and sale of the Preferred Securities and the Debentures, respectively,
in the manner set forth in the Final Prospectus under "Use of Proceeds."

            (j) The Company and the Issuer will enter into a Supplement to
Agency Agreement in the form attached hereto as Exhibit B.

            (k) The Company will, for each taxable year, up to and including the
taxable year when all interest on and principal of the Debentures are paid in
full, not later than the 120th day following the close of each such taxable
year, beginning with the first taxable year ending after the original issuance
of the Debentures (1) furnish to the Trustee and the Company's independent

                                       12


accountants a certificate (the "Source of Income Certificate") addressed to the
trustee of the CT Notes and the Company's independent accountants: (i) stating,
for the three immediately preceding taxable years of the Company (or for such
part of such period as may be applicable), the percentage of the Company's gross
income that was derived from sources within the Commonwealth of Puerto Rico
under the general sourcing rules of the United States Internal Revenue Code as
in effect on the date of the original issuance of the Debentures (the "Code");
(ii) stating the percentage of the Company's gross income that was attributable
to the active conduct of (A) its trade or business in the Commonwealth of Puerto
Rico and (B) any trade or business outside the Commonwealth of Puerto Rico, in
each case as determined under Section 861(c)(1)(B) of the Code; (iii) making an
assertion as to whether or not the Company has met the following tests (the
"Source of Income Tests"): that (x) during the three taxable years (or for such
part of such period as may be applicable) immediately preceding the taxable year
during which interest is paid on the Debentures, more than 20% of the Company's
total gross income was attributable to its trade or business in the Commonwealth
of Puerto Rico, as determined under Section 861(c)(1)(B) of the Code, as in
effect on the date of the original issuance of the Debentures, and was derived
from sources within the Commonwealth of Puerto Rico under the general source of
income rules of the Code, as in effect on the date of original issuance of the
Debentures; and (y) no part of the interest paid on the Debentures was treated,
under the Code, as paid by a trade or business of the Company conducted outside
the Commonwealth of Puerto Rico, such determination to be made in accordance
with Section 884(f)(1)(A) of the Code and Treas. Regs. Section
1.884-4(b)(1)(i)(A) or (B) issued thereunder, as in effect on the date of
original issuance of the Debentures; and (iv) making an assertion as to whether
the Company has taken any other action which shall cause interest on the
Debentures to become subject to federal income taxation for individuals who are
bona fide residents of the Commonwealth of Puerto Rico for the entire taxable
year or to corporations organized under the laws of the Commonwealth of Puerto
Rico.

            (l) The Company and the Issuer acknowledge that, pursuant to Section
609 of the trust agreement between Conservation Trust and Banco Popular de
Puerto Rico, as trustee (the "Trustee"), under which the CT Notes are issued and
secured (the "Trust Agreement"), Conservation Trust and the Trustee have
assigned to the holders of the CT Notes their rights against the Issuer and the
Company under United States federal and applicable state securities laws with
respect to the Preferred Securities. Accordingly, purchasers of the CT Notes may
proceed directly against the Issuer and the Company to enforce those rights
without first proceeding against Conservation Trust, the Trustee or any other
entity. The Company and the Issuer acknowledge, for the benefit of the holders
of the CT Notes, the existence of such assignment and agree not to contest its
enforceability.

      5. Agreement of the Agents.

      The Agents acknowledge that, pursuant to Section 609 of the Trust
Agreement, Conservation Trust and the Trustee have assigned to the holders of
the CT Notes their rights against the Agents under United States federal and
applicable state securities laws with respect to the Preferred Securities.
Accordingly, purchasers of the CT Notes may proceed directly against the Agents
to

                                       13


enforce those rights without first proceeding against Conservation Trust, the
Trustee or any other entity. The Agents acknowledge, for the benefit of the
holders of the CT Notes, the existence of such assignment and agree not to
contest its enforceability.

      6. Expenses.

            (a) Whether or not the transactions contemplated by this Agreement
are consummated or this Agreement is terminated, the Company will pay, or
reimburse if paid by the Agents, all costs and expenses incidental to the
performance of the obligations of the Company under this Agreement, including,
but not limited to, costs and expenses of or relating to (i) the preparation and
filing by the Company of the Registration Statement and exhibits thereto, each
Preliminary Prospectus prior to or during the period specified in the first
sentence of Section 4(f) but not exceeding nine (9) months after the Effective
Date, the Final Prospectus and any amendment or supplement to the Registration
Statement or the Final Prospectus, (ii) furnishing (including costs of shipping
and mailing) such copies of the Registration Statement, the Final Prospectus and
any Preliminary Prospectus, and all amendments and supplements thereto, as may
be requested for use in connection with the offering and sale of the CT Notes by
the Underwriters or by dealers to whom CT Notes may be sold, (iii) any filings
required to be made by the Underwriters with the NASD, (iv) counsel and
accountants to the Company, and (v) the reasonable fees and disbursements of the
trustee for the Notes, including its legal expenses; it being understood that
the Company and Conservation Trust will share the costs of printing the
Preliminary Offering Circular and the Offering Circular (including the Final
Prospectus) and all amendments thereto.

            (b) If the transactions contemplated by this Agreement are not
consummated or if this Agreement is terminated by the Company pursuant to any of
the provisions hereof, the Company will reimburse the Agents and the
Underwriters for all of their accountable out-of-pocket fees and expenses
(including the fees, disbursements and other charges of their counsel, not to
exceed $ ) incurred by them in connection herewith.

      7. Conditions to the Obligations of the Underwriters. The obligations of
each Underwriter under the Purchase Agreement and the consummation of the
transaction contemplated hereunder are subject to the following conditions:

            (a) All filings required under Rule 424 and 430A of the Rules and
Regulations to be made by the Company and the Issuer prior to the Closing shall
have been made by the Company or the Issuer, as the case may be.

            (b) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall be pending or threatened by the Commission, (ii) no order
suspending the effectiveness of the Registration Statement or the qualification
or registration of the Preferred Securities under the securities or blue sky
laws of the Commonwealth of Puerto Rico shall be in effect, and no proceeding
for such purposes shall be

                                       14


pending before or threatened or contemplated by the Commission or the
authorities of the Commonwealth of Puerto Rico, (iii) any request for additional
information on the part of the staff of the Commission or any such authorities
shall have been complied with to the satisfaction of the staff of the Commission
or such authorities, and (iv) after the date hereof no amendment or supplement
to the Registration Statement or the Final Prospectus shall have been filed
unless a copy thereof was first submitted to and approved by the Agents, and the
Agents shall have received certificates, dated the Closing Date and signed by
the Chief Executive Officer or President of the Company and the Chief Financial
Officer of the Company (who may, as to proceedings threatened, rely upon the
best of their information and belief), to the effect of the foregoing clauses
(i), (ii) and (iii).

            (c) Since the respective dates as of which information is given in
the Registration Statement and the Final Prospectus, (i) there shall not have
been a Material Adverse Effect, and (ii) the Company shall not have sustained
any loss or interference with its business, assets or properties from fire,
explosion, flood or other casualty, or from any labor dispute or any court or
legislative or other governmental action, order or decree, which is not set
forth in the Registration Statement or the Final Prospectus.

            (d) Since the respective dates as of which information is given in
the Registration Statement and the Final Prospectus, there shall have been no
litigation or other proceeding instituted against the Company or the Issuer or,
to the knowledge of the Company, any of their respective executive officers or
directors in their capacities as such, or any of its assets or properties,
before or by any Governmental Body in which litigation or proceeding an
unfavorable ruling, decision or finding would have a Material Adverse Effect.

            (e) Each of the representations and warranties of each of the Issuer
and the Company contained herein shall be true and correct at the Closing Date,
as if made on such date, and all covenants and agreements herein contained to be
performed on the part of the Company and all conditions herein contained to be
fulfilled or complied with by the Company at or prior to the Closing Date, shall
have been fully performed, fulfilled or complied with.

            (f) The Agents shall have received opinions from Patton Boggs LLP
and Quilichini, Oliver & Medina, counsel to the Company, each dated as of the
Closing Date, in form and substance satisfactory to the Agents.

            (g) The Agents shall have received an opinion, dated the Closing
Date, from Patton Boggs, special United States tax counsel to the Company, in
form and substance satisfactory to counsel to the Agents, to the effect that it
confirms its opinion set forth in the Final Prospectus.

            (h) The Agents shall have received an opinion, dated the Closing
Date, from Pietrantoni Mendez & Alvarez LLP, counsel to the Underwriters, which
opinion shall be satisfactory in all respects to the Agents.

                                       15


            (i) The Agents shall have received an opinion, dated the Closing
Date of Richards, Layton & Finger, P.A., special Delaware counsel to the Issuer,
in form and substance reasonably satisfactory to the Agents.

            (j) Concurrently with the execution and delivery of this Agreement,
the Accountants shall have furnished to the Agents a letter, dated the date of
its delivery (the "Original Letter"), addressed to the Agents and in form and
substance satisfactory to the Agents, to the effect that:

                  (i) they are independent accountants within the meaning of the
      Act and the applicable published rules and regulations thereunder;

                  (ii) in their opinion, the consolidated financial statements
      of the Company and its Subsidiaries audited by them and incorporated by
      reference in the Final Prospectus comply as to form in all material
      respects with the applicable accounting requirements of the Act, the
      Exchange Act and the Rules and Regulations thereunder with respect to
      registration statements on Form S-3;

                  (iii) on the basis of procedures (but not an audit in
      accordance with Public Company Accounting Oversight Board (PCAOB)
      standards) consisting of (a) reading the minutes of meetings of the
      stockholders and the Board of Directors of the Company and its
      Subsidiaries since December 31, 2003 as set forth in the minute books
      through a specified date not more than five business days prior to the
      date of delivery of the Original Letter; (b) reading the unaudited interim
      financial data for the period from the date of the latest balance sheet
      incorporated by reference in the Final Prospectus to the date of the
      latest available interim financial data; and (c) making inquiries of
      certain officials of the Company who have responsibility for financial and
      accounting matters regarding the specific items for which representations
      are requested below; nothing has come to their attention (as of a date not
      more than five business days prior to the date of the delivery of such
      letter) as a result of the foregoing procedures that caused them to
      believe that: (1) at the date of the latest available interim financial
      data and at a specified date not more than five business days prior to the
      date of delivery of the Original Letter there was any change in the
      capital stock, deposits or any increase in long-term debt or any decreases
      in total assets or consolidated stockholders' equity (only as to the
      latest interim financial data) of the Company and its Subsidiaries as
      compared with amounts shown in the December 31, 2003 balance sheet
      incorporated by reference in the Final Prospectus and (2) for the period
      from December 31, 2003, to the latest interim financial data available
      which should be no later than forty (40) days prior to the date of
      delivery of the Original Letter, there were any decreases, as compared
      with the corresponding period in the preceding year, in consolidated net
      interest income, other income, income before taxes or in the total or per
      share amounts of net income, except in all instances for changes or
      decreases which the Registration Statement discloses have occurred or may
      occur, or they shall state any specific changes or decreases; and

                                       16


                  (iv) they have compared specific amounts expressed in dollars
      (or percentages derived from such dollar amounts) and other financial
      information contained or incorporated by reference in the Final Prospectus
      or Prospectus Supplement, which has been obtained from accounting records
      that are subject to the internal controls of the Company's accounting
      system or which has been derived directly from such accounting records and
      analysis or computation, with the results obtained from inquiries or
      reading of such general accounting records and other procedures specified
      in such letter and have found such dollar amounts, percentages and other
      financial information to be in agreement with such results.

                  At the Closing Date, the Accountants shall have furnished to
the Agents a letter, dated the date of its delivery, which shall confirm, on the
basis of a review in accordance with the procedures set forth in the Original
Letter, that nothing has come to their attention during the period from the date
of the Original Letter referred to in the prior sentence to a date (specified in
the letter) not more than five business days prior to the Closing Date, which
would require any change in the Original Letter if it were required to be dated
and delivered at the Closing Date.

                  In the event that the letters referred to above set forth any
such changes, decreases or increases, it shall be a further condition to the
obligations of the Underwriters that (A) such letters shall be accompanied by a
written explanation of the Company as to the significance thereof, unless the
Agents deem such explanation unnecessary, and (B) such changes, decreases or
increases do not, in the sole judgment of the Agents, make it impractical or
inadvisable to proceed with the purchase and delivery of the Preferred
Securities as contemplated by the Registration Statement and the Final
Prospectus, as amended as of the date hereof.

            (k) At the Closing Date, there shall be furnished to the Agents an
officer's certificate, dated the date of its delivery, signed by each of the
Chief Executive Officer or President and the Chief Financial Officer of the
Company and the Administrative Trustees of the Trust, in form and substance
satisfactory to the Agents, to the effect that to the best of their knowledge:

                  (i) Each signer of such certificate has carefully examined the
      Registration Statement and the Final Prospectus and (A) as of the date of
      such certificate, (x) the Registration Statement does not contain any
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein not misleading, and (y) the Final Prospectus does not contain any
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, and (B) since the Effective Date no event has occurred as a
      result of which it is necessary to amend or supplement the Final
      Prospectus in order to make the statements therein not untrue or
      misleading in any material respect;

                                       17


                  (ii) Each of the representations and warranties of the each of
      the Issuer and the Company contained in this Agreement, were, when
      originally made, and are, at the time such certificate is delivered, true
      and correct in all respects; each of the covenants required herein to be
      performed by any of them on or prior to the date of such certificate has
      been duly, timely and fully performed and each condition herein required
      to be complied with, on or prior to the delivery of such certificate has
      been duly, timely and fully complied with; and

                  (iii) No stop order suspending the effectiveness of the
      Registration Statement or any post-effective amendment thereto and no
      order directed at any document incorporated by reference in the
      Registration Statement or any amendment thereto or the Final Prospectus
      has been issued, and no proceedings for that purpose have been instituted
      or threatened or, to the best of the Company's knowledge, are contemplated
      by the Commission.

            (l) The Company and the Issuer shall have furnished to the Agents
such certificates, letters and other documents, in addition to those
specifically mentioned herein, as the Agents may have reasonably requested as to
the accuracy and completeness at the Closing Date, of any statement in the
Registration Statement or the Final Prospectus, as to the accuracy at the
Closing Date of the representations and warranties of the Company, as to the
performance by the Company of its obligations hereunder, or as to the
fulfillment of the conditions concurrent and precedent to the obligations
hereunder of the Underwriters.

            (m) The Agents shall have received copies, duly certified by the
Secretary or an Assistant Secretary of the Company of the resolutions or other
corporate actions adopted or taken by the Company in connection with the
transactions contemplated herein.

            (n) The Agents shall have received a copy of the certificate of
incorporation of the Company, as amended, certified as of a recent date by the
appropriate officer of the Commonwealth, together with certificates dated as of
a recent date from the Secretary of State of the Commonwealth of Puerto Rico as
to the existence and good standing of the Company under the laws of the
Commonwealth of Puerto Rico and copies of the by-laws of the Company certified
by the Secretary or an Assistant Secretary of the Company. The Agents shall
further have received a copy of the Declaration, the Indenture and the Guarantee
Agreement relating to the Issuer.

            (o) The Underwriters shall have received such other documentation,
certificates and opinions as may be reasonably required by the Underwriters.

            All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are satisfactory in form
and substance to the Agents. The Company will furnish you with such conformed
copies of such opinions, certificates, letters and other documents as the Agents
shall reasonably request.

                                       18


      8. Indemnification and Contribution.

            (a) Each of the Issuer and the Company, joint and severally, agree
to indemnify and hold harmless the Agents, each Underwriter, the directors,
officers and employees of the Agents or each Underwriter and each person, if
any, who controls the Agents or each Underwriter within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages or liabilities, joint or several (and actions in respect
thereof), to which they, or any of them, may become subject under the Act or
other federal, state or Commonwealth of Puerto Rico statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement made by the Company or the
Issuer in Section 3 of this Agreement, (ii) any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any Preliminary Prospectus, or the Final Prospectus, or any amendment or
supplement to the Registration Statement or such Final Prospectus, or under the
headings "Summary - R&G Capital Trust VI," "Summary - R&G Financial
Corporation," "Summary - Trust Preferred Securities" and "R&G Financial" in the
Preliminary Offering Circular and Offering Circular, or (iii) the omission or
alleged omission to state in the Registration Statement, any Preliminary
Prospectus, or the Final Prospectus, or any amendment or supplement to the
Registration Statement or such Final Prospectus, or under the headings "Summary
- - R&G Capital Trust VI," "Summary - R&G Financial Corporation," "Summary - Trust
Preferred Securities" and "R&G Financial" in the Preliminary Offering Circular
and Offering Circular a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse, as incurred,
the Agents and each Underwriter and each such other person for any legal or
other expenses reasonably incurred by such Agents or Underwriter or such other
person in connection with investigating defending or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action;
provided, however, that the Company and the Issuer will not be liable in any
such case to the extent that any such loss, claim, damage or liability is based
solely upon an untrue statement or omission or alleged untrue statement or
omission in any of such documents made in reliance upon and in conformity with
information relating to the Agents or any Underwriter furnished in writing to
the Company by the Agents on behalf of any Underwriter expressly for inclusion
therein, or for any information contained in the Preliminary Offering Circular
or Offering Circular for the CT Notes other than under the headings identified
above and other than in the Preliminary Prospectus or Final Prospectus for the
Preferred Securities attached to the Preliminary Offering Circular or the
Offering Circular, provided, further, that such indemnity with respect to any
Preliminary Prospectus or Preliminary Offering Circular shall not inure to the
benefit of any Underwriter (or any such other person) from whom the person
asserting any such loss, claim, damage, liability or action purchased Preferred
Securities or CT Notes which are the subject thereof to the extent that any such
loss, claim, damage or liability (i) results from the fact that such Underwriter
failed to send or give a copy of the Final Prospectus and Offering Circular (as
amended or supplemented) to such person at or prior to the confirmation of the
sale of such Preferred Securities or CT Notes to such person in any case where
such delivery is required by the Act and (ii) arises out of or is based upon an
untrue statement or omission of a material fact contained in such Preliminary
Prospectus or Preliminary Offering

                                       19


Circular that was corrected in the Final Prospectus and Offering Circular (or
any amendment or supplement thereto), unless such failure to deliver the Final
Prospectus and Offering Circular (as amended or supplemented) was the result of
noncompliance by the Company with Section 4(f). This indemnity agreement will be
in addition to any liability that the Company might otherwise have. The Company
will not, without the prior written consent of the Agents and each Underwriter,
settle or compromise or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
may be sought hereunder (whether or not such Underwriter or any person who
controls such Underwriter within the meaning of Section 15 of the Act or Section
20 of the Exchange Act is a party to each claim, action, suit or proceeding),
unless such settlement, compromise or consent includes an unconditional release
of each Underwriter and each such other person from all liability arising out of
such claim, action, suit or proceeding.

            (b) Each Underwriter will severally and not jointly indemnify and
hold harmless each of the Company and the Issuer, the directors, officers and
employees of the Company and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
from and against any losses, claims, damages or liabilities (or actions in
respect thereof) to which any of them may become subject under the Act or other
federal, state or Commonwealth of Puerto Rico statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, any Preliminary Prospectus, or the Final Prospectus, any
amendment or supplement to the Registration Statement or such Final Prospectus,
or under the headings "Plan of Distribution" in the Preliminary Offering
Circular and Offering Circular or material fact required to be stated therein or
(ii) the omission or the alleged omission to state in the Registration
Statement, any Preliminary Prospectus or the Final Prospectus, any amendment or
supplement to the Registration Statement or the Final Prospectus or under the
headings "Plan of Distribution" in the Preliminary Offering Circular and
Offering Circular, a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the
Agents expressly for use therein; and, subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any legal or
other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or any action
in respect thereof. The Company acknowledges that, for all purposes under this
Agreement, the statements relating to the Underwriters set forth under the
heading "Plan of Distribution" in the Final Prospectus and in the Offering
Circular constitute the only information relating to any Underwriter furnished
in writing to the Company by the Agents on behalf of the Underwriters expressly
for inclusion in the Registration Statement, any Preliminary Prospectus, the
Final Prospectus, the Preliminary Offering Circular or the Offering Circular.
This indemnity agreement will be in addition to any liability that each
Underwriter might otherwise have.

                                       20


            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
or parties under this Section 8, notify such indemnifying party or parties of
the commencement thereof, but the omission so to notify the indemnifying party
or parties will not relieve it or them from any liability which it or they may
have to any indemnified party under the foregoing provisions of this Section 8
or otherwise unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any
such action is brought against an indemnified party and it notifies an
indemnifying party or parties of its commencement, the indemnifying party or
parties against which a claim is made will be entitled to participate therein
and, to the extent that it or they may wish, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be one or more legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnifying party shall not have the right to
direct the defense of such action on behalf of such indemnified party or parties
and such indemnified party or parties shall have the right to select separate
counsel to defend such action on behalf of such indemnified party or parties.
After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and approval by such indemnified party
of counsel appointed to defend such action, the indemnifying party will not be
liable to such indemnified party under this Section 8 for any legal or other
expenses other than reasonable costs of investigation subsequently incurred by
such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that in
connection with such action the indemnifying party shall not be liable for the
reasonable fees and expenses of more than one separate counsel (in addition to
the fees and expenses of local counsel necessary in connection with any such
proceedings) in any one action or separate but substantially similar actions in
the same jurisdiction arising out of the same general allegations or
circumstances, designated by the Agents in the case of paragraph (a) of this
Section 8, representing the indemnified parties under paragraph (a) who are
parties to such action or actions), or (ii) the indemnifying party has
authorized in writing the employment of counsel for the indemnified party at the
expense of the indemnifying party. After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such indemnified
party without the written consent of the indemnifying party, unless such
indemnified party waived its rights under this Section 8 in which case the
indemnified party may effect such a settlement without such consent.

            (d) If the indemnification provided for in the foregoing paragraphs
of this Section 8 is unavailable or insufficient to hold harmless an indemnified
party under paragraph (a), (b) or (c) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) (i) in such proportion as is appropriate to reflect
the relative benefits received by the

                                       21


indemnifying party or parties, on the one hand, and the indemnified party, on
the other, from the offering of the Preferred Securities or (ii) if, but only
if, the allocation provided by the foregoing clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand, and the indemnified party, on
the other, in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Issuer, on
the one hand, and the Underwriters, on the other, shall be deemed to be in the
same proportion as the total proceeds from the offering of the Preferred
Securities (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters in
connection with the sale of the CT Notes. Relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Agents on behalf of the Underwriters,
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 8(d) were to be determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purposes) or by any
other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities (or actions in
respect thereof) referred to above in this Section 8(d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), no Underwriter shall be
required to contribute any amount in excess of the total underwriting discounts
received by it with respect to the CT Notes purchased by such Underwriter under
this Agreement, less the aggregate amount of any damages that such Underwriter
has otherwise been required to pay in respect of the same or any substantially
similar claim. No person found guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) will be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute as provided in this Section 8(d) are
several in proportion to their respective underwriting obligations and not
joint. For purposes of this Section 8(d), each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act will have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, will
have the same rights to contribution as the Company, subject in each case to the
provisions of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made under this Section 8(d), notify any such party or parties from whom
contribution may be sought, but the omission so to notify will not relieve the
party or parties from whom contribution may be sought from any other
obligation(s) it or they may have hereunder or otherwise than under this
paragraph (d) or to the extent that such party or parties

                                       22


were not adversely affected by such omission. The contribution agreement set
forth above shall be in addition to any liabilities which any indemnifying party
may otherwise have. No party will be liable for contribution with respect to any
action or claim settled without its written consent (which consent will not be
unreasonably withheld).

            (e) The indemnity and contribution agreements contained in this
Section 8 and the representations and warranties of each of the Company and the
Issuer contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any investigation made by or on behalf of the
Underwriters, (ii) acceptance of any of the Preferred Securities or the CT Notes
and payment therefor or (iii) any termination of this Agreement.

      9. Termination. This Agreement may be terminated by the Agents at any time
prior to the Closing Date, by notice to the Company, without liability on the
part of the Agents or any Underwriter to the Company if, prior to delivery and
payment for the Preferred Securities, in the sole judgment of the Agents, (i)
trading in the common stock or the preferred stock of the Company or securities
generally shall have been suspended by the Commission or by The Nasdaq Stock
Market, Inc. or the New York Stock Exchange, Inc. (the "NYSE"), (ii) minimum or
maximum prices shall have been established for the common stock or the preferred
stock of the Company or securities generally on either the National Association
of Securities Dealers Automated National Market Quotation System ("NASDAQ") or
the NYSE, or additional material governmental restrictions, not in force on the
date of this Agreement, shall have been imposed upon trading in securities
generally by any of such market or exchange or by order of the Commission or any
court or other Governmental Authority, (iii) a general banking moratorium shall
have been declared by the United States, New York State, or Commonwealth of
Puerto Rico authorities, or (iv) any material adverse change in the financial or
securities markets in the United States or any outbreak or material escalation
of hostilities or declaration by the United States of a national emergency or
war or other calamity or crisis shall have occurred, the effect of any of which
is such as to make it, in the sole judgment of the Agents, impracticable or
inadvisable to market the CT Notes on the terms and in the manner contemplated
by the Offering Circular. Any termination pursuant to Section 9 shall be without
liability of any party to any other party except as provided in Sections 6(a)
and 8.

      10. Survival. The respective representations, warranties, agreements,
covenants, indemnities and other statements of each of the Company, its
officers, the Issuer, and the several Underwriters set forth in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Company, any of its officers or directors, any Underwriter or
any controlling person referred to in Section 8 hereof and (ii) delivery of and
payment for the Preferred Securities. The respective agreements, covenants,
indemnities and other statements set forth in Sections 7 and 9 hereof shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement.

                                       23

      11. Notices. Notice given pursuant to any of the provisions of this
Agreement shall be in writing and, unless otherwise specified, shall be mailed
or delivered (a) if to the Company, at the office of the Company, 280 Jesus T.
Pinero Avenue, San Juan, Puerto Rico 00918, Attention: Joseph R. Sandoval,
Executive Vice President and Chief Financial Officer, or (b) if to the
Underwriters, to UBS Financial Services Incorporated of Puerto Rico, 250 Munoz
Rivera Avenue, 9th Floor, Hato Rey, Puerto Rico 00918, Attention:       . Any
such notice shall be effective only upon receipt. Any notice under Section 8 or
9 may be made by telex or telephone, but if so made shall be subsequently
confirmed in writing.

      12. Successors. This Agreement shall inure to the benefit of, and shall be
binding upon the Agents, the several Underwriters, the Company, the Issuer and
their respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained, this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of each of the Company and the Issuer contained in Section 8 of
this Agreement shall also be for the benefit of any person or persons who
control the Agents or any Underwriter within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act and (ii) the indemnities of the
Underwriters contained in Section 8 of this Agreement shall also be for the
benefit of the directors of the Company, the officers of the Company who have
signed the Registration Statement and any person or persons who control the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act. No purchaser of CT Notes from any Underwriter shall be deemed a
successor because of such purchase. This Agreement shall not be assignable by
either party hereto without the prior written consent of the other party.

      13. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PUERTO RICO, WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.

      14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]

                                       24


      Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

                                       Very truly yours,

                                       R&G FINANCIAL CORPORATION

                                       By: /s/ Joseph R. Sandoval
                                           ------------------------------------
                                       Name:  Joseph R. Sandoval
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                       R&G CAPITAL TRUST VI

                                       By: /s/ Joseph R. Sandoval
                                           ------------------------------------
                                       Name: Joseph R. Sandoval
                                       Title: Administrative Trustee

Confirmed as of the date first above mentioned:

UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO

By: /s/ Jose G. Arias
    -----------------------------------
Name:  Jose G. Arias
Title: Managing Director

By: /s/ Carlos J. Ortiz
    -----------------------------------
Name: Carlos J. Ortiz
Title: Managing Director

                                       25


R-G INVESTMENTS CORPORATION

By: /s/ Ramiro L. Colon, III
    ------------------------
Name: Ramiro L. Colon, III
Title: President

Each acting on its behalf as Agent in the placement of
the Preferred Securities with Conservation Trust and as
Underwriters in connection
with the sale of the CT Notes.

                                       26


                                   SCHEDULE 1

                                  UNDERWRITERS



NAME                                                                         CT NOTES TO BE PURCHASED
- ----                                                                         ------------------------
                                                                          
UBS Financial Services Incorporated of Puerto Rico.......................       $      62,500,000
R-G Investments Corporation..............................................              62,500,000

Total....................................................................       $     125,000,000
                                                                                =================


                                    Sch. 1-1


                                    EXHIBIT A

                              LIST OF SUBSIDIARIES

1.    R&G Mortgage Corp.
2.    R&G Premier Bank of Puerto Rico
3.    The Mortgage Store of Puerto Rico
4.    Continental Capital Corp.
5.    Home & Property Insurance Corporation
6.    R-G Investments Corporation
7.    R&G Acquisition Holdings Corporation
8.    R-G Crown Bank
9.    R&G Capital Trust I
10.   R&G Capital Trust II
11.   R&G Capital Trust III
12.   R&G Capital Trust IV
13.   R&G Capital Trust V
14.   R&G Capital Trust VI
15.   R&G Capital Trust VII
16.   R&G Capital Trust VIII
17.   R&G International Corp.

                        LIST OF SIGNIFICANT SUBSIDIARIES

1.    R&G Mortgage Corp.
2.    R&G Premier Bank of Puerto Rico
3.    R-G Crown Bank

                                       A-1


                                    EXHIBIT B

                         SUPPLEMENT TO AGENCY AGREEMENT

      SUPPLEMENT TO AGENCY AGREEMENT dated November 26, 2004, among R&G
Financial Corporation ("R&G Financial"), R&G Capital Trust VI ("Trust VI"), the
Puerto Rico Conservation Trust Fund ("Conservation Trust"), and UBS Financial
Services of Puerto Rico and R-G Investments Corporation (the "Agents"), as
agents in connection with the sale of Trust VI's 6.62% Cumulative Monthly Income
Trust Preferred Securities (the "Preferred Securities") to Conservation Trust,
and as underwriters in connection with the purchase by such underwriters of
Conservation Trust's Secured Notes due 2034 (the "CT Notes").

      Reference is made to the Agency Agreement dated as of the date hereof (the
"Agency Agreement") between R&G Financial, Trust VI and the Agents, which is
hereby incorporated by reference as if fully set forth herein, and to the
Purchase Agreement dated as of the date hereof (the "Purchase Agreement")
between Conservation Trust and the Agents which is hereby incorporated by
reference as if fully set forth herein. In consideration of the agreements,
representations and agreements contained herein, the parties agree as follows:

      1. Subject to compliance by R&G Financial and Trust VI with its
agreements, and subject to the fulfillment of the conditions, set forth in the
Agency Agreement, Conservation Trust hereby agrees to purchase the Preferred
Securities on the Closing Date set forth in the Agency Agreement at a purchase
price equal to $121,653,750.

      2. R&G Financial and Trust VI hereby agree with Conservation Trust and
with the Agents that Conservation Trust shall have the benefit of the
representations and warranties made by R&G Financial and Trust VI in the Agency
Agreement.

      3. Conservation Trust hereby agrees with R&G Financial and Trust VI that
they shall have the benefit of the representations and warranties made by
Conservation Trust in subsections (a) through (j), (m) and (o) the Section 4 of
the Purchase Agreement. In addition to these, the Conservation Trust represents
and warrants to R&G Financial and Trust VI the following:

            (a) Conservation Trust has, and at the date of the Closing Date will
      have, full right, power and authority to enter into this Supplement to
      Agency Agreement and to acquire the Preferred Securities on the Closing
      Date as set forth in the Agency Agreement;

            (b) All authorizations, approvals, licenses, consents and orders of,
      or filings, registrations, or qualifications with, any governmental or
      regulatory authority which are required to be obtained by Conservation
      Trust for the consummation of the transactions contemplated by the Agency
      Agreement have been or will be duly and validly obtained or performed on
      or before the Closing Date and, as to those already obtained, are in full
      force;

                                       B-1


            (c) This Supplement to Agency Agreement, when executed and delivered
      by the corresponding parties thereto, will constitute valid and legally
      binding obligations of Conservation Trust, enforceable against
      Conservation Trust in accordance with their respective terms, except as
      such enforceability may be limited by bankruptcy, insolvency, or other
      similar laws affecting creditors' rights generally or by general
      principles of equity; and

            (d) There is no action, suit, proceeding, inquiry or investigation
      before or brought by any court or governmental agency or body, domestic or
      foreign, now pending, or, to the knowledge of Conservation Trust,
      threatened, against or affecting Conservation Trust, which may adversely
      affect the consummation of the transactions contemplated in the Agency
      Agreement or the performance by Conservation Trust of its obligations
      under this Supplement to Agency Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       B-2


      In witness whereof, the parties have caused this supplement to be executed
by its duly authorized representatives as of the date first written above.

R&G FINANCIAL CORPORATION

By: __________________________________
Name: Joseph R. Sandoval
Title: Executive Vice President and
       Chief Financial Officer

R&G CAPITAL TRUST VI

By: __________________________________
Name: Joseph R. Sandoval
Title: Administrative Trustee

PUERTO RICO CONSERVATION TRUST FUND

By: __________________________________
Name: Blanca Santos
Title: Authorized Signatory

UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO

By: __________________________________
Name: Jose G. Arias
Title: Managing Director

By: __________________________________
Name: Carlos J. Ortiz
Title: Managing Director



R-G INVESTMENTS CORPORATION

By: __________________________________
Name: Ramiro L. Colon, III
Title: President

EX-1.2

                                                                     EXHIBIT 1.2


                         SUPPLEMENT TO AGENCY AGREEMENT

      SUPPLEMENT TO AGENCY AGREEMENT dated November 26, 2004, among R&G
Financial Corporation ("R&G Financial"), R&G Capital Trust VI ("Trust VI"), the
Puerto Rico Conservation Trust Fund ("Conservation Trust"), and UBS Financial
Services Incorporated of Puerto Rico and R-G Investments Corporation (the
"Agents"), as agents in connection with the sale of Trust VI's 6.62% Cumulative
Monthly Income Trust Preferred Securities (the "Preferred Securities") to
Conservation Trust, and as underwriters in connection with the purchase by such
underwriters of Conservation Trust's Secured Notes due 2034 (the "CT Notes").

      Reference is made to the Agency Agreement dated as of the date hereof (the
"Agency Agreement") between R&G Financial, Trust VI and the Agents, which is
hereby incorporated by reference as if fully set forth herein, and to the
Purchase Agreement dated as of the date hereof (the "Purchase Agreement")
between Conservation Trust and the Agents which is hereby incorporated by
reference as if fully set forth herein. In consideration of the agreements,
representations and agreements contained herein, the parties agree as follows:

      1. Subject to compliance by R&G Financial and Trust VI with its
agreements, and subject to the fulfillment of the conditions, set forth in the
Agency Agreement, Conservation Trust hereby agrees to purchase the Preferred
Securities on the Closing Date set forth in the Agency Agreement at a purchase
price equal to $121,653,750.

      2. R&G Financial and Trust VI hereby agree with Conservation Trust and
with the Agents that Conservation Trust shall have the benefit of the
representations and warranties made by R&G Financial and Trust VI in the Agency
Agreement.

      3. Conservation Trust hereby agrees with R&G Financial and Trust VI that
they shall have the benefit of the representations and warranties made by
Conservation Trust in subsections (a) through (j), (m) and (o) the Section 4 of
the Purchase Agreement. In addition to these, the Conservation Trust represents
and warrants to R&G Financial and Trust VI the following:

            (a) Conservation Trust has, and at the date of the Closing Date will
      have, full right, power and authority to enter into this Supplement to
      Agency Agreement and to acquire the Preferred Securities on the Closing
      Date as set forth in the Agency Agreement;

            (b) All authorizations, approvals, licenses, consents and orders of,
      or filings, registrations, or qualifications with, any governmental or
      regulatory authority which are required to be obtained by Conservation
      Trust for the consummation of the transactions contemplated by the Agency
      Agreement have been or will be duly and validly obtained or performed on
      or before the Closing Date and, as to those already obtained, are in full
      force;



            (c) This Supplement to Agency Agreement, when executed and delivered
      by the corresponding parties thereto, will constitute valid and legally
      binding obligations of Conservation Trust, enforceable against
      Conservation Trust in accordance with their respective terms, except as
      such enforceability may be limited by bankruptcy, insolvency, or other
      similar laws affecting creditors' rights generally or by general
      principles of equity; and

            (d) There is no action, suit, proceeding, inquiry or investigation
      before or brought by any court or governmental agency or body, domestic or
      foreign, now pending, or, to the knowledge of Conservation Trust,
      threatened, against or affecting Conservation Trust, which may adversely
      affect the consummation of the transactions contemplated in the Agency
      Agreement or the performance by Conservation Trust of its obligations
      under this Supplement to Agency Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       2


      In witness whereof, the parties have caused this supplement to be executed
by its duly authorized representatives as of the date first written above.

R&G FINANCIAL CORPORATION

By: /s/ Joseph R. Sandoval
    -----------------------------------------
Name: Joseph R. Sandoval
Title: Executive Vice President and
       Chief Financial Officer

R&G CAPITAL TRUST VI

By: /s/ Joseph R. Sandoval
    -----------------------------------------
Name: Joseph R. Sandoval
Title: Administrative Trustee

PUERTO RICO CONSERVATION TRUST FUND

By: /s/ Blanca Santos
    -----------------------------------------
Name: Blanca Santos
Title: Authorized Signatory

UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO

By: /s/ Jose G. Arias
    -----------------------------------------
Name: Jose G. Arias
Title: Managing Director

By: /s/ Carlos J. Ortiz
    -----------------------------------------
Name: Carlos J. Ortiz
Title: Managing Director

R-G INVESTMENTS CORPORATION

By: /s/ Ramiro L. Colon, III
    -----------------------------------------
Name: Ramiro L. Colon, III
Title: President

                                       3

EX-4.1

                                                                     EXHIBIT 4.1


                             -----------------------

                            R&G FINANCIAL CORPORATION

                             -----------------------

                                    INDENTURE

                          Dated as of November 30, 2004

                             -----------------------

                            Wilmington Trust Company,

                                   as Trustee

                               JUNIOR SUBORDINATED
                         DEFERRABLE INTEREST DEBENTURES



TIE SHEET of provisions of Trust Indenture Act of 1939 with Indenture dated as
of November 30, 2004 between R&G Financial Corporation and Wilmington Trust
Company, as Trustee:



ACT SECTION                                                                              INDENTURE SECTION
- -----------                                                                              -----------------
                                                                                      
310(a)(1).......................................................................                     6.09
310(a)(2).......................................................................                     6.09
310(a)(3).......................................................................                      N/A
310(a)(4).......................................................................                      N/A
310(a)(5).......................................................................          6.09, 6.10, 6.11
310(b)..........................................................................                     6.08
310(c)..........................................................................                      N/A
311(a) and (b)..................................................................                     6.13
311(c)..........................................................................                      N/A
312(a)..........................................................................            4.01, 4.02(a)
312(b) and (c)..................................................................                     4.02
313(a)..........................................................................                     4.04
313(b)(1).......................................................................                     4.04
313(b)(2).......................................................................                     4.04
313(c)..........................................................................                     4.04
313(d)..........................................................................                     4.04
314(a)..........................................................................                     4.03
314(b)..........................................................................                      N/A
314(c)(1) and (2)...............................................................                     6.07
314(c)(3).......................................................................                      N/A
314(d)..........................................................................                      N/A
314(e)..........................................................................                     6.07
314(f)..........................................................................                      N/A
315(a)(c) and (d)...............................................................               6.01, 6.02
315(b)..........................................................................                     5.08
315(e)..........................................................................                     5.09
316(a)(1).......................................................................                     5.07
316(a)(2).......................................................................                      N/A
316(a) last sentence............................................................                     1.01
316(b)..........................................................................                     9.02
317(a)..........................................................................               5.02, 5.05
317(b)..........................................................................                     6.05
318(a)..........................................................................                    13.08


THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.



                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
ARTICLE I           DEFINITIONS...........................................................................      1

   Section 1.01.    Definitions...........................................................................      1

ARTICLE II          SECURITIES............................................................................      9

   Section 2.01.    Forms Generally.......................................................................      9
   Section 2.02.    Execution and Authentication..........................................................      9
   Section 2.03.    Form and Payment......................................................................      9
   Section 2.04.    Global Security.......................................................................      9
   Section 2.05.    Interest..............................................................................     11
   Section 2.06.    Transfer and Exchange.................................................................     12
   Section 2.07.    Replacement Securities................................................................     13
   Section 2.08.    Temporary Securities..................................................................     13
   Section 2.09.    Cancellation..........................................................................     14
   Section 2.10.    Defaulted Interest....................................................................     14
   Section 2.11.    CUSIP Numbers.........................................................................     15

ARTICLE III         PARTICULAR COVENANTS OF THE COMPANY...................................................     15

   Section 3.01.    Payment of Principal and Interest.....................................................     15
   Section 3.02.    Offices for Notices and Payments, etc.................................................     15
   Section 3.03.    Appointments to Fill Vacancies in Trustee's Office....................................     16
   Section 3.04.    Provision as to Paying Agent..........................................................     16
   Section 3.05.    Certificate to Trustee................................................................     17
   Section 3.06.    Compliance with Consolidation Provisions..............................................     17
   Section 3.07.    Limitation on Dividends...............................................................     17
   Section 3.08.    Covenants as to R&G Capital Trust.....................................................     18
   Section 3.09.    Payment of Expenses...................................................................     18
   Section 3.10.    Payment Upon Resignation or Removal...................................................     19
   Section 3.11.    Corporate Existence...................................................................     19
   Section 3.12.    Notice of Default.....................................................................     19
   Section 3.13.    Listing on an Exchange................................................................     19

ARTICLE IV          SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.....................     19

   Section 4.01.    Securityholders' Lists................................................................     19
   Section 4.02.    Preservation and Disclosure of Lists..................................................     20
   Section 4.03.    Reports by Company....................................................................     21
   Section 4.04.    Reports by the Trustee................................................................     22




                                TABLE OF CONTENTS(CONTINUED)



                                                                                                              PAGE
                                                                                                              ----
                                                                                                           
ARTICLE V           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.......................     22

   Section 5.01.    Events of Default.....................................................................     22
   Section 5.02.    Payment of Securities on Default; Suit Therefor.......................................     24
   Section 5.03.    Application of Moneys Collected by Trustee............................................     25
   Section 5.04.    Proceedings by Securityholders........................................................     26
   Section 5.05.    Proceedings by Trustee................................................................     27
   Section 5.06.    Remedies Cumulative and Continuing....................................................     27
   Section 5.07.    Direction of Proceedings and Waiver of Defaults by Majority of Securityholders........     27
   Section 5.08.    Notice of Defaults....................................................................     28
   Section 5.09.    Undertaking to Pay Costs..............................................................     28
   Section 5.10.    Waiver of Stay, Extension or Usury Laws...............................................     28

ARTICLE VI          CONCERNING THE TRUSTEE................................................................     29

   Section 6.01.    Duties and Responsibilities of Trustee................................................     29
   Section 6.02.    Reliance on Documents, Opinions, etc..................................................     30
   Section 6.03.    No Responsibility for Recitals, etc...................................................     31
   Section 6.04.    Trustee, Authenticating Agent, Paying Agents, Transfer
                    Agents or Registrar May Own Securities.                                                    32
   Section 6.05.    Moneys to be Held in Trust............................................................     32
   Section 6.06.    Compensation and Expenses of Trustee..................................................     32
   Section 6.07.    Officers' Certificate as Evidence.....................................................     33
   Section 6.08.    Conflicting Interest of Trustee.......................................................     33
   Section 6.09.    Eligibility of Trustee................................................................     33
   Section 6.10.    Resignation or Removal of Trustee.....................................................     33
   Section 6.11.    Acceptance by Successor Trustee.......................................................     35
   Section 6.12.    Succession by Merger, etc.............................................................     35
   Section 6.13.    Limitation on Rights of Trustee as a Creditor.........................................     36
   Section 6.14.    Authenticating Agents.................................................................     36

ARTICLE VII         CONCERNING THE SECURITYHOLDERS........................................................     37

   Section 7.01.    Action by Securityholders.............................................................     37
   Section 7.02.    Proof of Execution by Securityholders.................................................     38
   Section 7.03.    Who Are Deemed Absolute Owners........................................................     38
   Section 7.04.    Securities Owned by Company Deemed Not Outstanding....................................     38
   Section 7.05.    Revocation of Consents; Future Holders Bound..........................................     39

ARTICLE VIII        SECURITYHOLDERS' MEETINGS.............................................................     39

   Section 8.01.    Purposes of Meetings..................................................................     39
   Section 8.02.    Call of Meetings by Trustee...........................................................     40
   Section 8.03.    Call of Meetings by Company or Securityholders........................................     40


                                       ii

                                TABLE OF CONTENTS(CONTINUED)



                                                                                                              PAGE
                                                                                                              ----
                                                                                                           
   Section 8.04.    Qualifications for Voting.............................................................     40
   Section 8.05.    Regulations...........................................................................     40
   Section 8.06.    Voting................................................................................     41

ARTICLE IX          AMENDMENTS............................................................................     41

   Section 9.01.    Without Consent of Securityholders....................................................     41
   Section 9.02.    With Consent of Securityholders.......................................................     42
   Section 9.03.    Compliance with Trust Indenture Act; Effect of Supplemental Indentures................     43
   Section 9.04.    Notation on Securities................................................................     43
   Section 9.05.    Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..............     44

ARTICLE X           CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.....................................     44

   Section 10.01.   Company May Consolidate, etc., on Certain Terms.......................................     44
   Section 10.02.   Successor Corporation to be Substituted for Company...................................     44
   Section 10.03.   Opinion of Counsel to be Given Trustee................................................     45

ARTICLE XI          SATISFACTION AND DISCHARGE OF INDENTURE...............................................     45

   Section 11.01.   Discharge of Indenture................................................................     45
   Section 11.02.   Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee.......     46
   Section 11.03.   Paying Agent to Repay Moneys Held.....................................................     46
   Section 11.04.   Return of Unclaimed Moneys............................................................     46
   Section 11.05.   Defeasance Upon Deposit of Moneys or U.S. Government Obligations......................     46

ARTICLE XII         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.......................     48

   Section 12.01.   Indenture and Securities Solely Corporate Obligations.................................     48

ARTICLE XIII        MISCELLANEOUS PROVISIONS..............................................................     48

   Section 13.01.   Successors............................................................................     48
   Section 13.02.   Official Acts by Successor Corporation................................................     48
   Section 13.03.   Section 13.03.   Surrender of Company Powers..........................................     49
   Section 13.04.   Addresses for Notices, etc............................................................     49
   Section 13.05.   Governing Law.........................................................................     49
   Section 13.06.   Evidence of Compliance with Conditions Precedent......................................     49
   Section 13.07.   Business Days.........................................................................     50
   Section 13.08.   Trust Indenture Act to Control........................................................     50
   Section 13.09.   Table of Contents, Headings, etc......................................................     50
   Section 13.10.   Execution in Counterparts.............................................................     50
   Section 13.11.   Separability..........................................................................     50
   Section 13.12.   Assignment............................................................................     50


                                       iii

                                TABLE OF CONTENTS(CONTINUED)



                                                                                                              PAGE
                                                                                                              ----
                                                                                                           
   Section 13.13.   Acknowledgment of Rights..............................................................     51

ARTICLE XIV         REDEMPTION OF SECURITIES..............................................................     51

   Section 14.01.   Special Event Redemption..............................................................     51
   Section 14.02.   Optional Redemption by Company........................................................     51
   Section 14.03.   No Sinking Fund.......................................................................     52
   Section 14.04.   Notice of Redemption; Selection of Securities.........................................     52
   Section 14.05.   Payment of Securities Called for Redemption...........................................     53

ARTICLE XV          SUBORDINATION OF SECURITIES...........................................................     53

   Section 15.01.   Agreement to Subordinate..............................................................     53
   Section 15.02.   Default on Senior and Subordinated Indebtedness.......................................     54
   Section 15.03.   Liquidation; Dissolution; Bankruptcy..................................................     54
   Section 15.04.   Subrogation...........................................................................     56
   Section 15.05.   Trustee to Effectuate Subordination...................................................     56
   Section 15.06.   Notice by the Company.................................................................     57
   Section 15.07.   Rights of the Trustee; Holders of Senior and Subordinated Indebtedness................     58
   Section 15.08.   Subordination May Not Be Impaired.....................................................     58

ARTICLE XVI         EXTENSION OF INTEREST PAYMENT PERIOD..................................................     59

   Section 16.01.   Extension of Interest Payment Period..................................................     59
   Section 16.02.   Notice of Extension...................................................................     59

EXHIBIT A........................................................................................A-1


*     THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A PART
      OF THE INDENTURE.

                                       iv


      THIS INDENTURE, dated as of November 30, 2004, between R&G Financial
Corporation, a Puerto Rico corporation (hereinafter sometimes called the
"Company"), and Wilmington Trust Company a Delaware banking corporation, as
trustee (hereinafter sometimes called the "Trustee"),

                              W I T N E S S E T H :

      In consideration of the premises, and the purchase of the Securities by
the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of
the Securities, as follows:

                                   ARTICLE I
                                   DEFINITIONS

SECTION 1.01. DEFINITIONS.

      The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), or which are by
reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
The following terms have the meanings given to them in the Declaration: (i)
Clearing Agency; (ii) Delaware Trustee; (iii) Property Trustee; (iv)
Administrative Trustees; (v) Direct Action; and (vi) Distributions. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. Headings are used for convenience of reference only and do
not affect interpretation. The singular includes the plural and vice versa.

      "Additional Sums" shall have the meaning set forth in Section 2.05(c).

      "Affiliate" shall have the meaning given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

      "Allocable Amounts" when used with respect to any Senior and Subordinated
Indebtedness, means all amounts due or to become due on such Senior and
Subordinated Indebtedness less, if applicable, any amount which would have been
paid to, and retained by, the holders of such Senior and Subordinated
Indebtedness (whether as a result of the receipt of payments by the holders of
such Senior and Subordinated Indebtedness from the Company or any other obligor
thereon or from any holders of, or trustee in respect of, other indebtedness
that is subordinate and junior in right of payment to such Senior and
Subordinated Indebtedness pursuant to any provision of such indebtedness for the
payment over of amounts received on

                                       1


account of such indebtedness to the holders of such Senior and Subordinated
Indebtedness or otherwise) but for the fact that such Senior and Subordinated
Indebtedness is subordinated or junior in right of payment to (or subject to a
requirement that amounts received on such Senior and Subordinated Indebtedness
be paid over to obligees on) trade accounts payable or accrued liabilities
arising in the ordinary course of business.

      "Authenticating Agent" shall mean any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.14.

      "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      "Board of Directors" shall mean either the Board of Directors of the
Company or any duly authorized committee of that board.

      "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "Business Day" shall mean, with respect to any series of Securities, any
day other than a Saturday or a Sunday or a day on which banking institutions in
the cities of New York, New York, Wilmington, Delaware or San Juan, Puerto Rico
are authorized or required by law or executive order to close.

      "Commission" shall mean the Securities and Exchange Commission, as from
time to time constituted or created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

      "Common Securities" shall mean undivided beneficial interests in the
assets of R&G Capital Trust which rank pari passu with Preferred Securities
issued by R&G Capital Trust; provided, however, that if an Event of Default has
occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Preferred Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

      "Common Securities Guarantee" shall mean any guarantee that the Company
may enter into with any Person or Persons that operates directly or indirectly
for the benefit of holders of Common Securities of R&G Capital Trust.

      "Common Stock" shall mean the Common Stock, par value $0.01 per share, of
the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

      "Company" shall mean R&G Financial Corporation, a Puerto Rico corporation,
and, subject to the provisions of Article X, shall include its successors and
assigns.

                                       2


      "Company Request" or "Company Order" shall mean a written request or order
signed in the name of the Company by an Officer of the Company, and delivered to
the Trustee.

      "Compounded Interest" shall have the meaning set forth in Section 16.01.

      "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

      "Declaration" means the Amended and Restated Declaration of Trust of R&G
Capital Trust, dated as of __________ __, 200_, as amended from time to time.

      "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Defaulted Interest" shall have the same meaning set forth in Section
2.10.

      "Deferred Interest" shall have the meaning set forth in Section 16.01.

      "Definitive Securities" shall mean those securities issued in fully
registered certificated form not otherwise in global form.

      "Depository" shall mean, with respect to Securities, for which the Company
shall determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Exchange Act or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to Section 2.04(d).

      "Dissolution Event" means the liquidation of R&G Capital Trust pursuant to
the Declaration, and the distribution of the Securities held by the Property
Trustee to the holders of the Trust Securities issued by R&G Capital Trust pro
rata in accordance with the Declaration.

      "R&G Capital Trust" or the "Trust" shall mean R&G Capital Trust ____, a
Delaware statutory trust created for the purpose of issuing its undivided
beneficial interests in connection with the issuance of Securities under this
Indenture.

      "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

      "Extended Interest Payment Period" shall have the meaning set forth in
Section 16.01.

      "Global Security" means, with respect to the Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depositary or its nominee.

                                       3


      "Indebtedness" shall mean with respect to any Person, whether recourse is
to all or a portion of the assets of such Person and whether or not contingent,
(i) every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) of another Person and all dividends
of another Person the payment of which, in either case, such Person has
guaranteed or is responsible or liable, directly or indirectly, as obligor or
otherwise.

      "Indenture" shall mean this instrument as originally executed or, if
amended as herein provided, as so amended.

      "Interest Payment Date" shall have the meaning set forth in Section
2.05(a).

      "Investment Company Event" means the receipt by R&G Capital Trust and the
Company of an Opinion of Counsel, rendered by a law firm experienced in such
matters, to the effect that, as a result of change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority R&G Capital Trust is or
will be considered an "investment company" that is required to be registered
under the Investment Company Act of 1940, as amended, which change becomes
effective on or after the date of original issuance of the Preferred Securities
of R&G Capital Trust.

      "Maturity Date" shall mean _________ __, 20__.

      "Mortgage" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

      "Non Book-Entry Preferred Securities" shall have the meaning set forth in
Section 2.04(a)(ii).

      "Officer" shall mean any of the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Comptroller, the Secretary or an Assistant Secretary of the Company.

      "Officers' Certificate" shall mean a certificate signed by two Officers
and delivered to the Trustee.

      "Opinion of Counsel" shall mean a written opinion of counsel, who may be
an employee of the Company unless otherwise provided herein, and who shall be
acceptable to the Trustee.

                                       4


      "Other Debentures" means all junior subordinated debentures issued by the
Company from time to time and sold to trusts established or to be established by
the Company, in each case similar to the Trust.

      "Other Guarantees" means all guarantees issued or to be issued by the
Company with respect to preferred securities and issued to other trusts to be
established by the Company, in each case similar to the Trust.

      "Outstanding," when used with reference to Securities, shall, subject to
the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee or the Authenticating Agent under
this Indenture, except

            (a) Securities theretofore cancelled by the Trustee or the
      Authenticating Agent or delivered to the Trustee for cancellation;

            (b) Securities, or portions thereof, for the payment or redemption
      of which moneys in the necessary amount shall have been deposited in trust
      with the Trustee or with any paying agent (other than the Company) or
      shall have been set aside and segregated in trust by the Company (if the
      Company shall act as its own paying agent); provided that, if such
      Securities, or portions thereof, are to be redeemed prior to maturity
      thereof, notice of such redemption shall have been given as in Article XIV
      provided or provision satisfactory to the Trustee shall have been made for
      giving such notice; and

            (c) Securities in lieu of or in substitution for which other
      Securities shall have been authenticated and delivered pursuant to the
      terms of Section 2.08 unless proof satisfactory to the Company and the
      Trustee is presented that any such Securities are held by bona fide
      holders in due course; provided, however, that in determining whether the
      Holders of the requisite principal amount of Outstanding Securities have
      given any request, demand, authorization, direction, notice, consent or
      waiver hereunder, Securities owned by the Company or any other obligor
      upon the Securities or any Affiliate of the Company or such other obligor
      shall be disregarded and deemed not to be Outstanding, except that, in
      determining whether the Trustee shall be protected in relying upon any
      such request, demand, authorization, direction, notice, consent or waiver,
      only Securities which the Trustee actually knows to be so owned shall be
      so disregarded. Securities so owned which have been pledged in good faith
      may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee's right so to act with respect to
      such Securities and that the pledgee is not the Company or any other
      obligor upon the Securities or any Affiliate of the Company or such other
      obligor. Upon the written request of the Trustee, the Company shall
      furnish to the Trustee promptly an Officers' Certificate listing and
      identifying all Securities, if any, known by the Company to be owned or
      held by or for the account of the Company, or any other obligor on the
      Securities or any Affiliate of the Company or such obligor, and, subject
      to the provisions of Section 6.01, the Trustee shall be entitled to accept
      such Officers' Certificate as conclusive evidence of the facts therein set
      forth and of the fact that all Securities not listed therein are
      Outstanding for the purpose of any such determination.

                                       5


      "Person" shall mean any individual, corporation, estate, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

      "Preferred Securities" shall mean undivided beneficial interests in the
assets of R&G Capital Trust which rank pari passu with the Common Securities
issued by R&G Capital Trust; provided, however, that if an Event of Default has
occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Preferred Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

      "Preferred Securities Guarantee" shall mean any guarantee that the Company
may enter into with Wilmington Trust Company, as trustee or other Persons that
operates directly or indirectly for the benefit of holders of Preferred
Securities.

      "Principal Office of the Trustee," or other similar term, shall mean the
office of the Trustee, at which at any particular time its corporate trust
business shall be principally administered.

      "Property Trustee" shall have the same meaning as set forth in the
Declaration.

      "Redemption Date" when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price" when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to Section 14.01 of this
Indenture.

      "Regulatory Capital Event" means that the Company shall have received an
opinion of bank regulatory counsel (who shall not be an employee of the Company)
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of applicable regulatory agencies or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after the date of this Indenture, the Preferred
Securities do not constitute, or within 90 days of the date thereof, will not
constitute, Tier I Capital (or its then equivalent) for purposes of the capital
adequacy guidelines of the Board of Governors of the Federal Reserve (or any
successor regulatory authority with jurisdiction over bank holding companies),
or any capital adequacy guidelines as then in effect and applicable to the
Company; provided, however, that the distribution of the Junior Subordinated
Debentures in connection with a termination of the Trust by the Company shall
not in and of itself constitute a Regulatory Capital Event.

                                       6


      "Responsible Officer" shall mean any officer in the corporate trust
department of the Trustee with direct responsibility for the administration of
the Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

      "Securities" or "Security" mean, any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Securityholder," " holder of Securities," or other similar terms, shall
mean any Person in whose name at the time a particular Security is registered on
the register kept by the Company or the Trustee for that purpose in accordance
with the terms hereof.

      "Security Register" shall have the meaning specified in Section 2.06.

      "Senior and Subordinated Indebtedness" means the principal of (and
premium, if any) and interest, if any (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not such claim for post-petition interest is allowed in such
proceeding), on Indebtedness of the Company, whether incurred on or prior to the
date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such obligations are not superior in right of payment to the
Securities or other Indebtedness which is pari passu with, or subordinated to,
the Securities, provided, however, that Senior and Subordinated Indebtedness
shall not be deemed to include (a) any Indebtedness of the Company which, when
incurred and without respect to any election under Section 1111(b) of the
Bankruptcy Reform Act of 1978, as amended, was without recourse to the Company,
(b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness
to any employee of the Company, and (d) any Securities.

      "Special Event" means either an Investment Company Event, a Regulatory
Capital Event or a Tax Event.

      "Subsidiary" shall mean with respect to any Person, (i) any corporation at
least a majority of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner. For the purposes of this definition, "voting
stock" means shares, interests, participation or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power for
the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participation or other equivalents having such
power only by reason of the occurrence of a contingency.

      "Tax Event" shall mean the receipt by R&G Capital Trust and the Company of
an opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations

                                       7


thereunder of, the United States, any political subdivision thereof or Puerto
Rico, or taxing authority of the United States or Puerto Rico or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of this
Indenture, there is more than an insubstantial risk that (i) R&G Capital Trust
is, or will be within 90 days of the date of such opinion, subject to United
States Federal or Puerto Rico income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within 90 days of the date of such opinion, will not be,
deductible by the Company, in whole or in part, for United States Federal or
Puerto Rico income tax purposes or (iii) R&G Capital Trust is, or will be within
90 days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

      Trust Indenture Act of 1939" shall mean the Trust Indenture Act of 1939 as
in force at the date of execution of this Indenture; provided, however, that, in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act of 1939" shall mean, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

      "Trustee" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

      "Trust Securities" shall mean the Preferred Securities and the Common
Securities, collectively.

      "Underwriting Agreement" shall mean the Underwriting Agreement dated
___________ __, 200_ among the Company, R&G Capital Trust and the underwriters
named therein.

      "U.S. Government Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

                                       8


                                   ARTICLE II
                                   SECURITIES

SECTION 2.01. FORMS GENERALLY.

      The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, the terms of which are incorporated in
and made a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject or usage. Each Security shall be dated the date of its
authentication. The Securities shall be issued in denominations of $25.00 and
integral multiples thereof.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

      The Securities shall be executed on behalf of the Company by a duly
authorized Officer and attested by a Secretary or an Assistant Secretary. The
signature of any such person on the Securities may be manual or facsimile. If an
Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be valid.

      A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that
the Security has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Securities shall be
substantially as set forth in Exhibit A hereto.

      The Trustee shall, upon a Company Order, authenticate for original issue
up to, and the aggregate principal amount of Securities outstanding at any time
may not exceed $500,000,000 aggregate principal amount of the Securities, except
as provided in Sections 2.06, 2.07, 2.08 and 14.05.

SECTION 2.03. FORM AND PAYMENT.

      Except as provided in Section 2.04, the Securities shall be issued in
fully registered certificated form without interest coupons. Principal of and
interest on the Securities issued in certificated form will be payable, the
transfer of such Securities will be registrable and such Securities will be
exchangeable for Securities bearing identical terms and provisions at the office
or agency of the Company maintained for such purpose under Section 3.02;
provided, however, that payment of interest with respect to Securities (other
than a Global Security) may be made at the option of the Company (i) by check
mailed to the holder at such address as shall appear in the Security Register or
(ii) by transfer to an account maintained by the Person entitled thereto,
provided that proper transfer instructions have been received in writing by the
relevant record date.

SECTION 2.04. GLOBAL SECURITY.

      (a) In connection with a Dissolution Event,

            (i) if any Preferred Securities are held in book-entry form, the
      related Definitive Securities shall be presented to the Trustee (if an
      arrangement with the

                                       9


      Depositary has been maintained) by the Property Trustee in exchange for
      one or more Global Securities (as may be required pursuant to Section
      2.06) in an aggregate principal amount equal to the aggregate principal
      amount of all outstanding Securities, to be registered in the name of the
      Depositary, or its nominee, and delivered by the Trustee to the Depositary
      for crediting to the accounts of its participants pursuant to the
      instructions of the Administrative Trustees; the Company upon any such
      presentation shall execute one or more Global Securities in such aggregate
      principal amount and deliver the same to the Trustee for authentication
      and delivery in accordance with this Indenture; and payments on the
      Securities issued as a Global Security will be made to the Depositary; and

            (ii) if any Preferred Securities are held in certificated form, the
      related Definitive Securities may be presented to the Trustee by the
      Property Trustee and any Preferred Security certificate which represents
      Preferred Securities other than Preferred Securities in book-entry form
      ("Non Book-Entry Preferred Securities") will be deemed to represent
      beneficial interests in Securities presented to the Trustee by the
      Property Trustee having an aggregate principal amount equal to the
      aggregate liquidation amount of the Non Book-Entry Preferred Securities
      until such Preferred Security certificates are presented to the Security
      Registrar for transfer or reissuance, at which time such Preferred
      Security certificates will be cancelled and a Security, registered in the
      name of the holder of the Preferred Security certificate or the transferee
      of the holder of such Preferred Security certificate, as the case may be,
      with an aggregate principal amount equal to the aggregate liquidation
      amount of the Preferred Security certificate cancelled, will be executed
      by the Company and delivered to the Trustee for authentication and
      delivery in accordance with this Indenture. Upon the issuance of such
      Securities, Securities with an equivalent aggregate principal amount that
      were presented by the Property Trustee to the Trustee will be cancelled.

      (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Trustee, in accordance with instructions given by the
Company as required by this Section 2.04.

      (c) The Global Securities may be transferred, in whole but not in part,
only to the Depositary, another nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such successor
Depositary.

      (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and the Trustee, upon receipt of a Company Order, will authenticate and
make available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for

                                       10


such Global Security. If there is an Event of Default, the Depositary shall have
the right to exchange the Global Securities for Definitive Securities. In
addition, the Company may at any time determine that the Securities shall no
longer be represented by a Global Security. In the event of such an Event of
Default or such a determination, the Company shall execute, and subject to
Section 2.06, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company and a Company Order, will authenticate and
make available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. Upon the
exchange of the Global Security for such Definitive Securities, in authorized
denominations, the Global Security shall be cancelled by the Trustee. Such
Definitive Securities issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Definitive Securities
to the Depositary for delivery to the Persons in whose names such Definitive
Securities are so registered.

SECTION 2.05. INTEREST.

      (a) Each Security will bear interest at the rate of ___% per annum (the
"Coupon Rate") from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from
________ __, 200_, until the principal thereof becomes due and payable on the
next succeeding Interest Payment Date (as defined below), and at the Coupon Rate
on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest,
compounded quarterly payable (subject to the provisions of Article XVI)
quarterly in arrears on the last day of March, June, September and December of
each year (each, an "Interest Payment Date") commencing on __________ __, 200_,
to the Person in whose name such Security or any predecessor Security is
registered, at the close of business on the regular record date for such
interest installment, which shall be the Business Day next preceding such
Interest Payment Date; provided, however, that in the event that the Preferred
Securities are no longer in book-entry only form or this Security (or one or
more predecessor Securities) are not represented by a Global Security, the
record date for such payment shall be the fifteenth day of the month in which
such payment is due.

      (b) Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period of less than a full calendar quarter,
the number of days lapsed in such quarter based upon 30-day months. In the event
that any Interest Payment Date falls on a day that is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that if such next succeeding Business Day falls in the
next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

      (c) During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and payable
by the Trust on the outstanding Trust Securities shall not be reduced as a
result of any additional taxes, duties, assessments and other governmental
charges to which R&G Capital Trust or the Property Trustee has become subject

                                       11


as a result of a Tax Event ("Additional Sums"). Whenever in this Indenture or
the Securities there is a reference in any context to the payment of principal
of or interest on the Securities, such mention shall be deemed to include
mention of the payments of the Additional Sums provided for in this paragraph to
the extent that, in such context, Additional Sums are, were or would be payable
in respect thereof pursuant to the provisions of this paragraph and express
mention of the payment of Additional Sums (if applicable) in any provisions
hereof shall not be construed as excluding Additional Sums in those provisions
hereof where such express mention is not made; provided, however, that the
deferral of the payment of interest pursuant to Section 16.01 or the Securities
shall not defer the payment of any Additional Sums that may be due and payable.

SECTION 2.06. TRANSFER AND EXCHANGE.

      The Company shall cause to be kept at the Principal Office of the Trustee
a register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. Such register is herein sometimes referred to as the "Securities
Register."

      To permit registrations of transfers, the Company shall execute and the
Trustee shall authenticate Definitive Securities and Global Securities at the
Security Registrar's request. All Definitive Securities and Global Securities
issued upon any registration of transfer or exchange of Definitive Securities or
Global Securities shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Definitive Securities or Global Securities surrendered upon such registration of
transfer or exchange.

      Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated for that purpose the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series of any
authorized denominations, of a like aggregate principal amount, of the same
original issue date and Stated Maturity Date and having the same terms.

      At the option of the holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same original issue date and Stated Maturity
Date and having the same terms, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the holder making the exchange is entitled to
receive.

      No service charge shall be made to a holder for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith.

      The Company shall not be required to (i) issue, register the transfer of
or exchange Securities during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption or any notice of
selection of Securities for redemption under Article XIV hereof and ending at
the close of business on the day of such mailing; or (ii) register the

                                       12


transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

      Prior to due presentment for the registration of a transfer of any
Security, the Trustee, the Company and any agent of the Trustee or the Company
may deem and treat the Person in whose name any Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of and interest on such Securities, neither the Trustee, nor the
Company nor any agent of the Trustee or the Company shall be affected by notice
to the contrary.

SECTION 2.07. REPLACEMENT SECURITIES.

      If any mutilated Security is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Security, the Company shall issue and the Trustee shall
authenticate a replacement Security if the Trustee's requirements for
replacements of Securities are met. An indemnity bond must be supplied by the
holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any agent thereof or any authenticating agent
from any loss that any of them may suffer if a Security is replaced. The Company
or the Trustee may charge for its expenses in replacing a Security.

      Every replacement Security is an obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

SECTION 2.08. TEMPORARY SECURITIES.

      Pending the preparation of Definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and make available for
delivery, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise reproduced, in any authorized denomination,
substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

      If temporary Securities are issued, the Company shall cause Definitive
Securities to be prepared without unreasonable delay. The Definitive Securities
shall be printed, lithographed or engraved, or provided by any combination
thereof, or in any other manner permitted by the rules and regulations of any
applicable securities exchange, all as determined by the officers executing such
Definitive Securities. After the preparation of Definitive Securities, the
temporary Securities shall be exchangeable for Definitive Securities upon
surrender of the temporary Securities at the office or agency maintained by the
Company for such purpose pursuant to Section 3.02 hereof, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in exchange therefor the same aggregate principal amount of
Definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Definitive Securities.

                                       13


SECTION 2.09. CANCELLATION.

      The Company at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or dispose of cancelled Securities in accordance
with its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The Company
may not issue new Securities to replace Securities that have been redeemed or
paid or that have been delivered to the Trustee for cancellation.

SECTION 2.10. DEFAULTED INTEREST.

      Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company, at its election, as provided in clause
(a) or clause (b) below:

      (a) The Company may make payment of any Defaulted Interest on Securities
to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first class postage prepaid,
to each Securityholder at his or her address as it appears in the Security
Register, not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable pursuant to the following clause (b).

      (b) The Company may make payment of any Defaulted Interest on any
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

                                       14


SECTION 2.11. CUSIP NUMBERS.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Securityholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. PAYMENT OF PRINCIPAL AND INTEREST.

      The Company covenants and agrees for the benefit of the holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of and interest on the Securities at the place, at the respective
times and in the manner provided herein. Except as provided in Section 2.03,
each installment of interest on the Securities may be paid by mailing checks for
such interest payable to the order of the holder of Security entitled thereto as
they appear in the Security Register. The Company further covenants to pay any
and all amounts, including, without limitation,

      Additional Sums, as may be required pursuant to Section 2.05(c), and
Compounded Interest, as may be required pursuant to Section 16.01.

      By 10:00 a.m. New York time on the date specified herein for the payment
of principal and interest, the Company will deposit with the Trustee or with one
or more paying agents an amount of money sufficient to cover the required
payment with respect to the Securities.

SECTION 3.02. OFFICES FOR NOTICES AND PAYMENTS, ETC.

      So long as any of the Securities remain outstanding, the Company will
maintain in Wilmington, Delaware, an office or agency where the Securities may
be presented for payment, an office or agency where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and an office or agency where notices and demands to or upon the
Company in respect of the Securities or of this Indenture may be served. The
Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, any such
office or agency for all of the above purposes shall be the Principal Office of
the Trustee. In case the Company shall fail to maintain any such office or
agency in Wilmington, Delaware, or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Principal Office of the Trustee.

      In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside the Borough of Manhattan,
The City of New York,

                                       15


where the Securities may be presented for payment, registration of transfer and
for exchange in the manner provided in this Indenture, and the Company may from
time to time rescind such designation, as the Company may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain any such office or
agency in the Borough of Manhattan, The City of New York, for the purposes above
mentioned. The Company will give to the Trustee prompt written notice of any
such designation or rescission thereof.

SECTION 3.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 3.04. PROVISION AS TO PAYING AGENT.

      (a) If the Company shall appoint a paying agent other than the Trustee
with respect to the Securities, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provision of this Section 3.04,

            (1) that it will hold all sums held by it as such agent for the
            payment of the principal of or interest (including Additional Sums
            and Com pounded Interest, if any) on the Securities (whether such
            sums have been paid to it by the Company or by any other obligor on
            the Securities) in trust for the benefit of the holders of the
            Securities; and

            (2) that it will give the Trustee notice of any failure by the
            Company (or by any other obligor on the Securities) to make any
            payment of the principal of or interest (including Additional Sums
            and Compounded Interest, if any) on the Securities when the same
            shall be due and payable.

      (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of or interest (including Additional Sums
and Compounded Interest, if any) on the Securities, set aside, segregate and
hold in trust for the benefit of the holders of the Securities a sum sufficient
to pay such principal or interest (including Additional Sums and Compounded
Interest, if any) so becoming due and will notify the Trustee of any failure to
take such action and of any failure by the Company (or by any other obligor
under the Securities) to make any payment of the principal of or interest
(including Additional Sums and Compounded Interest, if any) on the Securities
when the same shall become due and payable. Whenever the Company shall have one
or more paying agents for the Securities, it will, on or prior to each due date
of the principal of or interest (including Additional Sums and Compounded
Interest, if any) on the Securities, deposit with the paying agent a sum
sufficient to pay the principal or interest (including Additional Sums and
Compounded Interest, if any) so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest (including
Additional Sums and Compounded Interest, if any) and (unless such paying agent
is the Trustee) the Company will promptly notify the Trustee of this action or
failure so to act.

                                       16


      (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Securities hereunder, or for any other reason, pay
or cause to be paid to the Trustee all sums held in trust for such Securities by
the Trustee or any paying agent hereunder, as required by this Section 3.04,
such sums to be held by the Trustee upon the trusts herein contained.

      (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

SECTION 3.05. CERTIFICATE TO TRUSTEE.

      The Company will deliver to the Trustee on or before 120 days after the
end of each fiscal year in each year, commencing with the first fiscal year
ending after the date hereof, so long as Securities are outstanding hereunder,
an Officers' Certificate, one of the signers of which shall be the principal
executive, principal financial or principal accounting officer of the Company,
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default by the
Company in the performance of any covenants and conditions contained herein,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof. For purposes of this section such default shall be determined without
regard to any period of grace or requirement of notice.

SECTION 3.06. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

      The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article X hereof are complied with.

SECTION 3.07. LIMITATION ON DIVIDENDS.

      The Company will not (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire, or make a liquidation payment with respect to, any
of the Company's capital stock (which includes common and preferred stock), (ii)
make any payment of principal, premium, if any, or interest on or repay or
repurchase or redeem any debt securities of the Company (including Other
Debentures) that rank pari passu with or junior in right of payment to the
Securities or (iii) make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any Subsidiary of the Company (including
Other Guarantees) if such guarantee ranks pari passu or junior in right of
payment to the Securities (other than (a) dividends or distributions in shares
of, or options, warrants or rights to subscribe for or purchase shares of,
Common Stock of the Company, (b) any declaration of a dividend in connection
with the implementation of a stockholder's rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Preferred Securities Guarantee,
(d) the purchase of fractional shares resulting from a reclassification of the
Company's capital stock, (e) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged and (f)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its

                                       17


directors, officers or employees or any of the Company's dividend reinvestment
plans), if at such time(1) there shall have occurred any event that would
constitute an Event of Default, (2) if such Securities are held by the Property
Trustee and the Company shall be in default with respect to its payment
obligations under the Preferred Securities Guarantee or (3) the Company shall
have given notice of its election of the exercise of its right to extend the
interest payment period pursuant to Section 16.01 and any such extension shall
be continuing.

SECTION 3.08. COVENANTS AS TO R&G CAPITAL TRUST

      In the event Securities are issued to R&G Capital Trust or a trustee of
such Trust in connection with the issuance of Trust Securities by R&G Capital
Trust, for so long as such Trust Securities remain outstanding, the Company (i)
will maintain 100% direct or indirect ownership of the Common Securities of R&G
Capital Trust; provided, however, that any successor of the Company, permitted
pursuant to Article X, may succeed to the Company's ownership of such Common
Securities, (ii) will not cause, as Sponsor of the Trust, or permit, as holder
of the Common Securities, the dissolution or winding-up of the Trust, except in
connection with the distribution of the Junior Subordinated Debentures or
certain mergers, consolidations or amalgamation, each as permitted by the
Declaration, (iii) will timely perform its duties as Sponsor of the Trust, (iv)
will use its reasonable best efforts to cause R&G Capital Trust (a) to remain a
statutory trust, except in connection with a distribution of Securities to the
holders of Trust Securities in liquidation of the Trust, the redemption of all
of the Trust Securities of R&G Capital Trust or certain mergers, consolidations
or amalgamations, each as permitted by the Declaration, and (b) to otherwise
continue to be treated as a grantor trust and not an association taxable as a
corporation for United States federal or Puerto Rico income tax purposes and (v)
will use its reasonable best efforts to cause each holder of Trust Securities to
be treated as owning an undivided beneficial interest in the Securities.

SECTION 3.09. PAYMENT OF EXPENSES.

      In connection with the offering, sale and issuance of the Securities to
R&G Capital Trust and in connection with the sale of the Trust Securities by R&G
Capital Trust, the Company, in its capacity as borrower with respect to the
Securities, shall:

      (a) pay all costs and expenses relating to the offering, sale and issuance
of the Securities, including commissions to the underwriters payable pursuant to
the Underwriting Agreement and compensation of the Trustee in accordance with
the provisions of Section 6.06;

      (b) pay all costs and expenses of the Trust (including, but not limited
to, costs and expenses relating to the organization of R&G Capital Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters in connection therewith), the fees and expenses of the Property
Trustee and the Delaware Trustee, the costs and expenses relating to the
operation of R&G Capital Trust, including without limitation, costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of assets of R&G Capital Trust;


                                       18


      (c) be primarily and fully liable for any indemnification obligations
arising with respect to the Declaration;

      (d) pay any and all taxes (other than United States withholding taxes
attributable to R&G Capital Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust; and

      (e) pay all other fees, expenses, debts and obligations (other than in
respect of principal and interest on the Trust Securities) related to R&G
Capital Trust.

SECTION 3.10. PAYMENT UPON RESIGNATION OR REMOVAL.

      Upon termination of this Indenture or the removal or resignation of the
Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued and owing to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.7 of the Declaration, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued and owing to the
date of such termination, removal or resignation.

SECTION 3.11. CORPORATE EXISTENCE.

      The Company will, subject to the provisions of Article X, at all times
maintain its corporate existence and right to carry on business and will duly
procure all renewals and extensions thereof, and , to the extent necessary or
desirable in the operation of its business, will use its best efforts to
maintain, preserve and renew all of its rights, powers, privileges and
franchises.

SECTION 3.12. NOTICE OF DEFAULT.

      The Company shall file with the Trustee written notice of any Event of
Default within 30 days of its becoming aware of such Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default.

SECTION 3.13. LISTING ON AN EXCHANGE.

      If the Securities are to be distributed to the holders of the Preferred
Securities in connection with a Dissolution Event, the Company will, if the
Securities are not already so listed, use its best efforts to list such
Securities on the NASDAQ National Market or on such other exchange or other
organizations as the Preferred Securities are then listed.

                                   ARTICLE IV
                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE

SECTION 4.01. SECURITYHOLDERS' LISTS.

                                       19


      The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

      (a) on a quarterly basis on each regular record date for the Securities, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Securityholders as of such record date; and

      (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company, of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, except that, no such lists need be furnished so long as the
Trustee is in possession thereof by reason of its acting as Security registrar.

SECTION 4.02. PRESERVATION AND DISCLOSURE OF LISTS.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of the
Securities (1) contained in the most recent list furnished to it as provided in
Section 4.01 or (2) received by it in the capacity of Securities registrar (if
so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

      (b) In case three or more holders of Securities (hereinafter referred to
as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other holders of
Securities or with holders of all Securities with respect to their rights under
this Indenture and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five Business Days after the receipt of such application, at its
election, either:

            (1) afford such applicants access to the information preserved at
            the time by the Trustee in accordance with the provisions of
            subsection (a) of this Section 4.02, or

            (2) inform such applicants as to the approximate number of holders
            of all Securities, whose names and addresses appear in the
            information preserved at the time by the Trustee in accordance with
            the provisions of subsection (a) of this Section 4.02, and as to the
            approximate cost of mailing to such Securityholders the form of
            proxy or other communication, if any, specified in such application.

      If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder whose name and address appear in the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.02 a copy of the form of proxy or other
communication which is specified in such request with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would

                                       20


be contrary to the best interests of the holders of Securities of such series or
all Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

      (c) Each and every holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

SECTION 4.03. REPORTS BY COMPANY.

      (a) The Company covenants and agrees to file with the Trustee, within 15
days after the date on which the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations. The Company also covenants and
agrees to comply with the provisions of Section 314(a) of the Trust Indenture
Act.

      (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by said Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

      (c) The Company covenants and agrees to transmit by mail to all holders of
Securities, as the names and addresses of such holders appear upon the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section 4.03 as may be
required by rules and regulations prescribed from time to time by the
Commission.

                                       21


      (d) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04. REPORTS BY THE TRUSTEE.

      (a) The Trustee shall transmit to Securityholders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty days after each May 15 following the date of this Indenture,
commencing ______, 200___, deliver to Securityholders a brief report, dated as
of such _______, which complies with the provisions of such Section 313(a).

      (b) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with each stock exchange, if any, upon
which the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when the Securities are listed on any
stock exchange or any delisting thereof.

                                   ARTICLE V
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 5.01. EVENTS OF DEFAULT.

      One or more of the following events of default shall constitute an Event
of Default hereunder:

      (a) default in the payment of any interest (including Compounded Interest
or Additional Sums, if any) upon any Security or any Other Debentures when it
becomes due and payable, and continuance of such default for a period of 30
days; provided, however, that a valid extension of an interest payment period by
the Company in accordance with the terms hereof shall not constitute a default
in the payment of interest for this purpose; or

      (b) default in the payment of all or any part of the principal of any
Security or any Other Debentures as and when the same shall become due and
payable either at maturity, upon redemption, by declaration of acceleration of
maturity or otherwise; or

      (c) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                                       22


      (d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

      (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due.

      If an Event of Default with respect to Securities at the time outstanding
occurs and is continuing (other than an Event of Default specified in Section
5.01(d) or 5.01(e)), then in every such case the Trustee or the holders of not
less than 25% in aggregate principal amount of the Securities then outstanding
may declare the principal amount of all Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the holders of the outstanding Securities), and upon any such declaration the
same shall become immediately due and payable. If the Trustee or Securityholders
fail to declare the principal of all of the Securities due and payable upon such
an Event of Default, so long as the Property Trustee is holding the Debentures
on behalf of R&G Capital Trust, the holders of at least 25% in liquidation
amount of the Preferred Securities then outstanding will have the right to
declare the Securities immediately due and payable. If an Event of Default
specified in Section 5.01(d) or 5.01(e) occurs and is continuing, the principal
amount of all Securities shall become immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of
Securities.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal of the Securities shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay (A) all
matured installments of interest (including Compounded Interest and Additional
Sums, if any) upon all the Securities and the principal of any and all
Securities which shall have become due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest specified in the Securities to the date of
such payment or deposit) and (B) such amount as shall be sufficient to cover
compensation due to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, pursuant to Section 6.06, and (ii) any and all
Events of Default under the Indenture, other than the non-payment of the
principal of the Securities which shall have become due solely by such
declaration of acceleration, shall have been cured, waived or otherwise remedied
as provided herein, then, in every such case, the holders of a majority in
aggregate principal amount of the Securities then outstanding, by written notice
to the Company and to the Trustee, may rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment

                                       23


shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

      In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Trustee and the holders of the Securities shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the holders of the Securities shall
continue as though no such proceeding had been taken.

SECTION 5.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR.

      The Company covenants that (a) in case default shall be made in the
payment of any installment of interest (including Compounded Interest and
Additional Sums, if any) upon any of the Securities as and when the same shall
become due and payable, and such default shall have continued for a period of 30
days, or (b) in case default shall be made in the payment of the principal on
any of the Securities as and when the same shall have become due and payable,
whether at maturity of the Securities or upon redemption or by declaration or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities, the whole amount that
then shall have become due and payable on all such Securities for principal or
interest (including Compounded Interest and Additional Sums, if any) or both, as
the case may be, with interest upon the overdue principal and (to the extent
that payment of such interest is enforceable under applicable law and, if the
Securities are held by R&G Capital Trust or a trustee of such trust, without
duplication of any other amounts paid by R&G Capital Trust or a trustee in
respect thereof) upon the overdue installments of interest (including Compounded
Interest and Additional Sums, if any) at the rate borne by the Securities; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including a reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any other amount due to the
Trustee pursuant to Section 6.06.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities under Title
11, United States Code, or any other applicable law, or in case a receiver or
trustee shall have been appointed for the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to
the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of

                                       24


this Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Securities
and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for amounts due to the Trustee pursuant to
6.06) and of the Securityholders allowed in such judicial proceedings relative
to the Company or any other obligor on the Securities, or to the creditors or
property of the Company or such other obligor, unless prohibited by applicable
law and regulations, to vote on behalf of the holders of the Securities in any
election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders to make such payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
amounts due to the Trustee pursuant to Section 6.06.

      Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any holder thereof or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

SECTION 5.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE.

      Any moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the Securities in respect of which moneys have
been collected, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

      First: To the payment of costs and expenses of collection applicable to
the Securities and all other amounts due to the Trustee under Section 6.06;

                                       25


      Second: To the payment of all Senior and Subordinate Indebtedness of the
Company if and to the extent required by Article XV;

      Third: To the payment of the amounts then due and unpaid upon Securities
for principal of and interest (including Compounded Interest and Additional
Sums, if any) on the Securities, in respect of which or for the benefit of which
money has been collected, ratably, without preference of priority of any kind,
according to the amounts due on such Securities for principal and interest,
respectively; and

      Fourth: To the Company.

SECTION 5.04. PROCEEDINGS BY SECURITYHOLDERS.

      No holder of any Security shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to the Securities
specifying such Event of Default, as hereinbefore provided, and unless also the
holders of not less than 25% in aggregate principal amount of the Securities
then outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or proceeding, it
being understood and intended, and being expressly covenanted by the taker and
holder of every Security with every other taker and holder and the Trustee, that
no one or more holders of Securities shall have any right in any manner whatever
by virtue of or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities.

      Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Security to receive payment of the principal of and
interest (including Compounded Interest and Additional Sums, if any) on such
Security, on or after the same shall have become due and payable, or to
institute suit for the enforcement of any such payment, shall not be impaired or
affected without the consent of such holder. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

      The Company and the Trustee acknowledge that pursuant to the Declaration,
the holders of Preferred Securities are entitled, in the circumstances and
subject to the limitations set forth therein, to commence a Direct Action with
respect to any Event of Default under this Indenture and the Securities.

                                       26


SECTION 5.05. PROCEEDINGS BY TRUSTEE.

      In case an Event of Default occurs with respect to Securities and is
continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

SECTION 5.06. REMEDIES CUMULATIVE AND CONTINUING.

      All powers and remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to the Securities, and no delay
or omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
              SECURITYHOLDERS.

      The holders of a majority in aggregate principal amount of the Securities
at the time outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee; provided, however, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall determine that the
action so directed would be unjustly prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability. Prior to any declaration accelerating the maturity of the
Securities, the holders of a majority in aggregate principal amount of the
Securities at the time outstanding may on behalf of the holders of all of the
Securities waive any past default or Event of Default and its consequences
except a default (a) in the payment of principal of or interest (including
Compounded Interest and Additional Sums, if any) on any of the Securities or (b)
in respect of covenants or provisions hereof which cannot be modified or amended
without the consent of the holder of each Security affected; provided, however,
that if the Securities are held by the Property Trustee, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in aggregate liquidation amount of Trust Securities shall have
consented to

                                       27


such waiver or modification to such waiver; provided further, that if the
consent of the holder of each outstanding Security is required, such waiver
shall not be effective until each holder of the Trust Securities shall have
consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon. Whenever
any default or Event of Default hereunder shall have been waived as permitted by
this Section 5.07, said default or Event of Default shall for all purposes of
the Securities and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 5.08. NOTICE OF DEFAULTS.

      The Trustee shall, within 90 days after the occurrence of a default with
respect to the Securities known to a Responsible Officer of the Trustee, mail to
all Securityholders, as the names and addresses of such holders appear upon the
Security Register, notice of all defaults known to the Trustee, unless such
defaults shall have been cured before the giving of such notice; and provided
that, except in the case of default in the payment of the principal of or
interest (including Compounded Interest or Additional Sums, if any) on any of
the Securities, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders;
and provided further, that in the case of any default of the character specified
in Section 5.01(c) no such notice to Securityholders shall be given until at
least 60 days after the occurrence thereof but shall be given within 90 days
after such occurrence.

SECTION 5.09. UNDERTAKING TO PAY COSTS.

      All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest (including Compounded Interest and Additional Sums, if any) on any
Security against the Company on or after the same shall have become due and
payable.

SECTION 5.10. WAIVER OF STAY, EXTENSION OR USURY LAWS.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time

                                       28


hereafter in force, which would prohibit or forgive the Company from paying all
or any portion of the principal or any interest on (including Additional Sums
and Compounded Interest, if any) any such amounts, as contemplated herein, or
which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such laws and covenants that will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.

      With respect to the holders of the Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

      No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

      (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred,

            (1) the duties and obligations of the Trustee shall be determined
            solely by the express provisions of this Indenture, and the Trustee
            shall not be liable except for the performance of such duties and
            obligations as are specifically set forth in this Indenture, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

            (2) in the absence of bad faith on the part of the Trustee, the
            Trustee may conclusively rely, as to the truth of the statements and
            the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee and conforming to
            the requirements of this Indenture; but, in the case of any such
            certificates or opinions which by any provision hereof are
            specifically required to be furnished to the Trustee, the Trustee
            shall be under a duty to examine the same to determine whether or
            not they conform to the requirements of this Indenture (but need not
            confirm or investigate the accuracy of mathematical calculations or
            other facts stated therein);

      (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

                                       29


      (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.07, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

SECTION 6.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC.

      Except as otherwise provided in Section 6.01:

      (a) the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, note, debenture or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

      (b) any request, direction, order or demand of the Company mentioned
herein may be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

      (c) the Trustee may consult with counsel of its selection and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;

      (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable and sufficient
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default with
respect to the Securities (that has not been cured or waived) to exercise with
respect to the Securities such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

      (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default (that has not been cured or waived), to exercise such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and

                                       30


skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;

      (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
holders of a majority in aggregate principal amount of the outstanding
Securities; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding;

      (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents (including
any Authenticating Agent) or attorneys, and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed by it with due care;

      (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities unless (1) such default is a
default under Sections 5.01(a) (other than a default with respect to the payment
of Compounded Interest or Additional Sums) and 5.01(b) of the Indenture and the
Trustee is the paying agent hereunder, (2) a Responsible Officer shall have
actual knowledge of such Default or Event of Default or (3) written notice of
such Default or Event of Default shall have been given to the Trustee at the
Principal Office of the Trustee by the Company or any other obligor on the
Securities or by any holder of the Securities and such notice references the
Securities and this Indenture;

      (i) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith, without negligence or willful misconduct and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture; and

      (j) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

SECTION 6.03. NO RESPONSIBILITY FOR RECITALS, ETC.

      The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Securities or the proceeds of any Securities authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

                                       31


SECTION 6.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER AGENTS OR
              REGISTRAR MAY OWN SECURITIES.

      The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

SECTION 6.05. MONEYS TO BE HELD IN TRUST.

      Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the President, a Vice President, the Treasurer or an Assistant Treasurer of the
Company.

SECTION 6.06. COMPENSATION AND EXPENSES OF TRUSTEE.

      The Company, as issuer of Securities under this Indenture, covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing between the
Company and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
each of the Trustee or any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and all loss,
damage, claim, action, suit, cost, liability or expense including taxes (other
than taxes based on the income of the Trustee) incurred without negligence or
bad faith on the part of the Trustee and arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company under this Section 6.06 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(d) or Section 5.01(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to

                                       32


constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

      The provisions of this Section shall survive the resignation or removal of
the Trustee and the defeasance or other termination of this Indenture.

SECTION 6.07. OFFICERS' CERTIFICATE AS EVIDENCE.

      Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof is herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

SECTION 6.08. CONFLICTING INTEREST OF TRUSTEE.

      If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 6.09. ELIGIBILITY OF TRUSTEE.

      The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000) and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 6.09 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

      The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

      In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.09, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.10.

SECTION 6.10. RESIGNATION OR REMOVAL OF TRUSTEE.

      (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign by giving written notice of such resignation to the Company and
by mailing notice thereof to the holders of the Securities at their addresses as
they shall appear on the Security register. Upon

                                       33


receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 60 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee, at the
expense of the Company, may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security for at least six months may, subject to the provisions
of Section 5.09, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

      (b) In case at any time any of the following shall occur:

            (1) the Trustee shall fail to comply with the provisions of Section
            6.08 after written request therefor by the Company or by any
            Securityholder who has been a bona fide holder of a Security or
            Securities for at least six months, or

            (2) the Trustee shall cease to be eligible in accordance with the
            provisions of Section 6.09 and shall fail to resign after written
            request therefor by the Company or by any such Securityholder, or

            (3) the Trustee shall become incapable of acting, or shall be
            adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
            its property shall be appointed, or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation, or

            (4) the Trustee shall commence a voluntary case under the Federal
            bankruptcy laws, as now or hereafter constituted, or any other
            applicable Federal or state bankruptcy, insolvency or similar law or
            shall consent to the appointment of or taking possession by a
            receiver, custodian, liquidator, assignee, trustee, sequestrator (or
            similar official) of the Trustee or its property or affairs, or
            shall make an assignment for the benefit of creditors, or shall
            admit in writing its inability to pay its debts generally as they
            become due, or shall take corporate action in furtherance of any
            such action.

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 5.09, any
Securityholder who has been a bona fide holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

      (c) The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee, which shall be

                                       34


deemed appointed as successor trustee unless within 10 days after such
nomination the Company objects thereto or if no successor trustee shall have
been so appointed and shall have accepted appointment within 30 days after such
removal, in which case the Trustee so removed or any Securityholder, upon the
terms and conditions and otherwise as in subsection (a) of this Section 6.10
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee. If a successor trustee shall not have accepted appointment
within 30 days after the removal of the Trustee, the Trustee, at the expense of
the Company, may petition any court of competent jurisdiction for the
appointment of a successor trustee.

      (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

      (e) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities and each appointment of a successor
Trustee with respect to the Securities to all holders of Securities. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

SECTION 6.11. ACCEPTANCE BY SUCCESSOR TRUSTEE.

      Any successor trustee appointed as provided in Section 6.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the retiring trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as trustee herein; but, nevertheless, on
the written request of the Company or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 6.06, execute and deliver an instrument transferring to
such successor trustee all the rights and powers of the trustee so ceasing to
act and shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring trustee thereunder. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
6.06.

      No successor trustee shall accept appointment as provided in this Section
6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 6.08 and eligible under the provisions
of Section 6.09.

      Upon acceptance of appointment by a successor trustee as provided in this
Section 6.11, the Company shall mail notice of the succession of such trustee
hereunder to the holders of Securities at their addresses as they shall appear
on the Security register. If the Company fails to mail such notice within 10
days after the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.

SECTION 6.12. SUCCESSION BY MERGER, ETC.

                                       35


      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

      In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any Securities shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificates shall have the full
force which the Securities or this Indenture elsewhere provides that the
certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

SECTION 6.13. LIMITATION ON RIGHTS OF TRUSTEE AS A CREDITOR.

      The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

SECTION 6.14. AUTHENTICATING AGENTS.

      There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities issued upon
exchange or transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided, that the Trustee shall have no liability to the
Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities. Any such Authenticating Agent
shall at all times be a corporation organized and doing business under the laws
of the United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $50,000,000 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

                                       36


      Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

      Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.14, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Securityholders as the names and addresses of such holders
appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

      The Company, as borrower, agrees to pay to any Authenticating Agent from
time to time reasonable compensation for its services. Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.

                                  ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01. ACTION BY SECURITYHOLDERS.

      Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Securities may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article VIII, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

      If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers' Certificate, fix in advance a
record date for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given

                                       37


before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Securities shall be computed as of
the record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

SECTION 7.02. PROOF OF EXECUTION BY SECURITYHOLDERS.

      Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

      The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.06.

SECTION 7.03. WHO ARE DEEMED ABSOLUTE OWNERS.

      Prior to due presentment for registration of transfer of any Security, the
Company, the Trustee, any Authenticating Agent, any paying agent, any transfer
agent and any Security registrar may deem the person in whose name such Security
shall be registered upon the Security Register to be, and may treat him as, the
absolute owner of such Security (whether or not such Security shall be overdue)
for the purpose of receiving payment of or on account of the principal of and
(subject to Section 2.05) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any Authenticating Agent nor any
paying agent nor any transfer agent nor any Security registrar shall be affected
by any notice to the contrary. All such payments so made to any holder for the
time being or upon his order shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

SECTION 7.04. SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING.

      In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as outstanding
for the purposes of this Section 7.04 if the pledgee shall establish to the

                                       38


satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not the Company or any such other obligor or Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

SECTION 7.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor),
subject to Section 7.01, the serial number of which is shown by the evidence to
be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal corporate trust
office and upon proof of holding as provided in Section 7.02, revoke such action
so far as concerns such Security (or so far as concerns the principal amount
represented by any exchanged or substituted Security). Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and of
any Security issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Security or any
Security issued in exchange or substitution therefor.

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01. PURPOSES OF MEETINGS.

      A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article VIII for any of the following
purposes:

      (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;

      (b) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI;

      (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.02; or

      (d) to take any other action authorized to be taken by or on behalf of the
holders of any specified aggregate principal amount of such Securities under any
other provision of this Indenture or under applicable law.

                                       39


SECTION 8.02. CALL OF MEETINGS BY TRUSTEE.

      The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Securityholders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be mailed to holders of Securities at their addresses as
they shall appear on the Securities Register. Such notice shall be mailed not
less than 20 nor more than 180 days prior to the date fixed for the meeting.

SECTION 8.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.

      In case at any time the Company pursuant to a resolution of the Board of
Directors, or the holders of at least 10% in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place in
said Borough of Manhattan for such meeting and may call such meeting to take any
action authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

SECTION 8.04. QUALIFICATIONS FOR VOTING.

      To be entitled to vote at any meeting of Securityholders a Person shall
(a) be a holder of one or more Securities or (b) a Person appointed by an
instrument in writing as proxy by a holder of one or more Securities. The only
Persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 8.05. REGULATIONS.

      Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

      Subject to the provisions of Section 8.04, at any meeting each holder of
Securities or proxy therefor shall be entitled to one vote for each $25.00
principal amount of Securities held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in

                                       40


respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, and the meeting may be held as so adjourned without
further notice.

SECTION 8.06. VOTING.

      The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

      Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 9.01. WITHOUT CONSENT OF SECURITYHOLDERS.

      The Company, when authorized by a Board Resolution, and the Trustee may
from time to time and at any time amend the Indenture, without the consent of
the Securityholders, for one or more of the following purposes:

      (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article X
hereof;

      (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the Securityholders as the
Board of Directors shall consider to be for the protection of the
Securityholders, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
remedies provided in this Indenture as herein set forth; provided, however, that
in respect of any such additional covenant, restriction or condition such
amendment may provide for a particular period of grace after

                                       41


default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

      (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture; provided that any such action shall not adversely
affect the interests of the holders of the Securities;

      (d) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities;

      (e) to make provision for transfer procedures, certification, book- entry
provisions and all other matters required pursuant to Section 2.06 or otherwise
necessary, desirable or appropriate in connection with the issuance of
Securities to holders of Preferred Securities in the event of a distribution of
Securities by R&G Capital Trust following a Dissolution Event;

      (f) to qualify or maintain qualification of this Indenture under the Trust
Indenture Act; and

      (g) to make any change that does not adversely affect the rights of any
Securityholder.

      The Trustee is hereby authorized to join with the Company in the execution
of any supplemental indenture to effect such amendment, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

      Any amendment to the Indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

SECTION 9.02. WITH CONSENT OF SECURITYHOLDERS.

      With the consent (evidenced as provided in Section 7.01) of the holders of
a majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time amend the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
holders of the Securities; provided, however, that no such amendment shall
without the consent of the holders of each Security then outstanding and
affected thereby (i) change the Maturity Date of any Security, or reduce the
rate or extend the time of payment of interest thereon (except as contemplated
by Article XVI), or reduce the principal amount thereof, or reduce any amount
payable on redemption thereof, or make the principal thereof or any interest
thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, or (ii) reduce the

                                       42


aforesaid percentage of Securities the holders of which are required to consent
to any such amendment to the Indenture, provided, however, that if the
Securities are held by R&G Capital Trust, such amendment shall not be effective
until the holders of a majority in liquidation amount of Trust Securities shall
have consented to such amendment; provided, further, that if the consent of the
holder of each outstanding Security is required, such amendment shall not be
effective until each holder of the Trust Securities shall have consented to such
amendment.

      Upon the request of the Company accompanied by a copy of a resolution of
the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any supplemental indenture affecting such
amendment, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

      It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
              INDENTURES.

      Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. NOTATION ON SECURITIES.

      Securities authenticated and delivered after the execution of any
supplemental indenture affecting such series pursuant to the provisions of this
Article IX may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Company,

                                       43


authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities then outstanding.

SECTION 9.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED
              TRUSTEE.

      The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive and rely upon, in addition to the document required by Section 13.06, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX.

                                   ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

      Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company or its successor or successors,
as the case may be, shall be a party or parties, or shall prevent any sale,
conveyance, transfer or lease of the property of the Company, or its successor
or successors as the case may be, as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors, as the case may be) authorized to acquire and
operate the same; provided, that (a) the Company is the surviving Person, or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, conveyance, transfer or lease of property is
made is a Person organized and existing under the laws of the United States, any
State thereof or the District of Columbia or the Commonwealth of Puerto Rico,
and (b) upon any such consolidation, merger, sale, conveyance, transfer or
lease, the due and punctual payment of the principal of and interest on the
Securities according to their tenor and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be kept or
performed by the Company shall be expressly assumed, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act, as then in
effect) satisfactory in form to the Trustee executed and delivered to the
Trustee by the Person formed by such consolidation, or into which the Company
shall have been merged, or by the Person which shall have acquired such
property, as the case may be and (c) after giving effect to such consolidation,
merger, sale, conveyance, transfer or lease, no Default or Event of Default, or
any event which, after notice or lapse of time or both, would become a Default
or an Event of Default, shall have occurred and be continuing.

SECTION 10.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY.

      In case of any such consolidation, merger, conveyance or transfer and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest on all of the Securities
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, such
successor Person shall succeed to and be substituted for the Company,

                                       44


with the same effect as if it had been named herein as the party of the first
part, and the Company thereupon shall be relieved of any further liability or
obligation hereunder or upon the Securities. Such successor Person thereupon may
cause to be signed, and may issue either in its own name or in the name of R&G
Capital Trust, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor Person instead of
the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter shall
cause to be signed and delivered to the Trustee or the Authenticating Agent for
that purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.

SECTION 10.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE.

      The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. DISCHARGE OF INDENTURE.

      When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced as provided in
Section 2.07) and not theretofore cancelled, or (b) all the Securities not
theretofore cancelled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee, in trust, funds sufficient to pay on the
Maturity Date or upon redemption all of the Securities (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced as provided in Section 2.07) not theretofore cancelled or
delivered to the Trustee for cancellation, including principal and interest
(including Compounded Interest and Additional Sums, if any) due or to become due
to the Maturity Date or redemption date, as the case may be, but excluding,
however, the amount of any moneys for the payment of principal of or interest
(including Compounded Interest and Additional Sums, if any) on the Securities
(1) theretofore repaid to the Company in accordance with the provisions of
Section 11.04, or (2) paid to any State or to the District of Columbia pursuant
to its unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except for the
provisions of Sections 2.02, 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04
hereof, which shall survive until such Securities shall mature and be paid.
Thereafter, Sections

                                       45


6.06, 6.10 and 11.04 shall survive, and the Trustee, on demand of the Company
accompanied by any Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities.

SECTION 11.02. DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST BY TRUSTEE.

      Subject to the provisions of Section 11.04, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.05 shall
be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Company if acting as its own paying agent), to
the holders of the particular Securities for the payment of which such moneys or
U.S. Government Obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal and interest (including Additional
Sums and Compounded Interest, if any).

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of outstanding Securities.

SECTION 11.03. PAYING AGENT TO REPAY MONEYS HELD.

      Upon the satisfaction and discharge of this Indenture all moneys then held
by any paying agent of the Securities (other than the Trustee) shall, upon
written demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 11.04. RETURN OF UNCLAIMED MONEYS.

      Any moneys deposited with or paid to the Trustee or any paying agent for
payment of the principal of or interest on Securities and not applied but
remaining unclaimed by the holders of Securities for two years after the date
upon which the principal of or interest (including Compounded Interest and
Additional Sums, if any) on such Securities, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect and all liability of the Trustee or such paying agent with
respect to such moneys shall thereupon cease.

SECTION 11.05. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS.

      The Company shall be deemed to have been Discharged (as defined below)
from its obligations with respect to the Securities on the 91st day after the
applicable conditions set forth below have been satisfied:

                                       46


      (1) the Company shall have deposited or caused to be deposited irrevocably
with the Trustee or the Defeasance Agent (as defined below) as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the holders of the Securities (i) money in an amount, or (ii) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect to (ii)
and (iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee and the
Defeasance Agent, if any, to pay and discharge each installment of principal of
and interest on the outstanding Securities on the dates such installments of
principal and interest are due;

      (2) if the Securities are then listed on any national securities exchange,
the Company shall have delivered to the Trustee and the Defeasance Agent, if
any, an Opinion of Counsel to the effect that the exercise of the option under
this Section 11.05 would not cause such Securities to be delisted from such
exchange;

      (3) no Default or Event of Default with respect to the Securities shall
have occurred and be continuing on the date of such deposit;

      (4) the Company shall have delivered to the Trustee and the Defeasance
Agent, if any, an Opinion of Counsel to the effect that holders of the
Securities will not recognize income, gain or loss for United States federal or
Puerto Rico income tax purposes as a result of the exercise of the option under
this Section 11.05 and will be subject to United States federal or Puerto Rico
income tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised, and such opinion
shall be based on a statute so providing or be accompanied by a private letter
ruling to that effect received from the United States Internal Revenue Service
or a revenue ruling pertaining to a comparable form of transaction to that
effect published by the United States Internal Revenue Service;

      (5) the Trustee will not have a conflicting interest within the meaning of
the Trust Indenture Act;

      (6) a breach or violation of, or default under, any other agreement or
instrument to which the Company is a party or by which it is bound will not
result;

      (7) a trust arising from such deposit will not result which constitutes an
investment company within the meaning of the Investment Company Act of 1940, as
amended, unless such trust shall be qualified or exempt from regulation
thereunder; and

      (8) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Discharge have been complied with.

      "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the rights
of holders of Securities to receive, from the trust fund described in clause (1)
above, payment of

                                       47


the principal of and the interest on the Securities when such payments are due;
(B) the Company's obligations with respect to the Securities under Sections
2.06, 2.07, 5.02 and 11.04; and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

      "Defeasance Agent" means another financial institution which is eligible
to act as Trustee hereunder and which assumes all of the obligations of the
Trustee necessary to enable the Trustee to act hereunder. In the event such a
Defeasance Agent is appointed pursuant to this Section, the following conditions
shall apply:

      (1) The Trustee shall have approval rights over the document appointing
such Defeasance Agent and the document setting forth such Defeasance Agent's
rights and responsibilities;

      (2) The Defeasance Agent shall provide verification to the Trustee
acknowledging receipt of sufficient money and/or U. S. Government Obligations to
meet the applicable conditions set forth in this Section 11.05.

                                  ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

      No recourse for the payment of the principal of or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor Person to the Company, either directly or through
the Company or any successor Person to the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01. SUCCESSORS.

      All the covenants, stipulations, promises and agreements in this Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.

SECTION 13.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION.

      Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful sole successor of the Company.

                                       48


SECTION 13.03. SURRENDER OF COMPANY POWERS.

      The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company, as the case may be, and as
to any successor Person.

SECTION 13.04. ADDRESSES FOR NOTICES, ETC.

      Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by first class mail, registered or certified mail, overnight courier
service or conformed telecopy addressed (until another address is filed by the
Company with the Trustee for the purpose) to the Company at 280 Jesus T. Pinero,
San Juan, Puerto Rico 00918, Attention: Chief Financial Officer. Any notice,
direction, request or demand by any Securityholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing (which may be by facsimile) at the office of the Trustee, 1100
North Market Street, Wilmington, Delaware 19890 Attention: Corporate Trust
Trustee Administration, facsimile: (302) 636-4140 (unless another address is
provided by the Trustee to the Company for such purpose). Any notice or
communication to a Securityholder shall be mailed by first class mail to his or
her address shown on the register kept by the Security Registrar. Failure to
mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders.

SECTION 13.05. GOVERNING LAW.

      THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 13.06. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

      Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that in the opinion of the
signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture (except certificates delivered pursuant to Section 3.05)
shall include (1) a statement that the Person making such certificate or opinion
has read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such Person, he has made such examination or investigation as is
necessary to enable him to

                                       49


express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

SECTION 13.07. BUSINESS DAYS.

      In any case where the date of payment of principal of or interest on the
Securities will not be a Business Day, the payment of such principal of or
interest on the Securities need not be made on such date but may be made on the
next succeeding Business Day, with the same force and effect as if made on the
date of payment and no interest shall accrue for the period from and after such
date, except that if such next succeeding Business Day falls in the next
succeeding calendar year, then such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

SECTION 13.08. TRUST INDENTURE ACT TO CONTROL.

      This Indenture is subject to and shall be governed by the provisions of
the Trust Indenture Act that are required to be a part of this Indenture. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such act to be a part of and govern this
Indenture, the Trust Indenture Act provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 13.09. TABLE OF CONTENTS, HEADINGS, ETC.

      The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

SECTION 13.10. EXECUTION IN COUNTERPARTS.

      This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

SECTION 13.11. SEPARABILITY.

      In case any one or more of the provisions contained in this Indenture or
in the Securities shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of the Securities,
but this Indenture and the Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

SECTION 13.12. ASSIGNMENT.

      The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company will remain primarily liable for

                                       50


all such obligations. Subject to the foregoing, the Indenture is binding upon
and inures to the benefit of the parties thereto and their respective successors
and assigns. This Indenture may not otherwise be assigned by the parties
thereto.

SECTION 13.13. ACKNOWLEDGMENT OF RIGHTS.

      The Company acknowledges that, with respect to any Securities held by R&G
Capital Trust or a trustee of such trust, if the Property Trustee of such Trust
fails to enforce its rights under this Indenture as the holder of the Securities
held as the assets of R&G Capital Trust, any holder of Preferred Securities may
institute legal proceedings directly against the Company to enforce such
Property Trustee's rights under this Indenture without first instituting any
legal proceedings against such Property Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
principal of or interest on the Securities when due, the Company acknowledges
that a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
Securities having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such holder on or after the respective due date
specified in the Securities.

                                  ARTICLE XIV
                            REDEMPTION OF SECURITIES

SECTION 14.01. SPECIAL EVENT REDEMPTION.

      If a Special Event has occurred and is continuing then, notwithstanding
Section 14.02(a) but subject to Section 14.02(c), the Company shall have the
right, at any time within 90 days following the occurrence of such Special
Event, upon (i) not less than 45 days written notice to the Trustee and (ii) not
less than 30 days nor more than 60 days written notice to the Securityholders,
to redeem the Securities, in whole (but not in part), a redemption price equal
to the accrued and unpaid interest on the Security (including Compounded
Interest and Additional Sums, if any) to be so redeemed to the date fixed for
redemption, plus 100% of the principal amount thereof (the "Redemption Price").
The Redemption Price shall be paid prior to 12:00 noon, New York time, on the
date of such redemption or such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by ___:00 __.m., New York time, on the date such Redemption
Price is to be paid.

SECTION 14.02. OPTIONAL REDEMPTION BY COMPANY.

      (a) Subject to the provisions of this Article XIV, the Company shall have
the right to redeem the Securities, in whole or in part, from time to time, on
or after _________ __, 20__, at the Redemption Price.

      If the Securities are only partially redeemed pursuant to this Section
14.02, the Securities to be redeemed shall be selected on a pro rata basis, by
lot or by such other method that the Trustee shall deem appropriate not more
than 60 days prior to the date fixed for redemption from the outstanding
Securities not previously called for redemption, provided, however, that any
such method of selection may be made on the basis of the aggregate principal
amount of Securities

                                       51


held by each Securityholder and may be made by making such adjustments as the
Company deems fair and appropriate in order that only Securities in
denominations of $_________or integral multiples thereof shall be redeemed. The
Redemption Price shall be paid prior to ___:00 __.m., New York time, on the date
of such redemption or at such earlier time as the Company determines, provided
that the Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by ___:00 __.m., New York time, on the date such Redemption
Price is to be paid.

      (b) Notwithstanding the first sentence of Section 14.02, upon the entry of
an order for dissolution of the R&G Capital Trust by a court of competent
jurisdiction, the Securities thereafter will be subject to optional redemption,
in whole only, but not in part, on or after _________ __, 20__, at the
Redemption Price, and otherwise in accordance with this Article XIV.

      (c) Any redemption of Securities pursuant to Section 14.01 or Section
14.02 shall be subject to the receipt by the Company of any required regulatory
approval.

      (d) The Company shall not effect a partial redemption of the Securities if
such partial redemption would result in a delisting of the Preferred Securities
from the NASDAQ National Market or such other exchange or organization as the
Preferred Securities are then listed.

SECTION 14.03. NO SINKING FUND.

      The Securities are not entitled to the benefit of any sinking fund.

SECTION 14.04. NOTICE OF REDEMPTION; SELECTION OF SECURITIES.

      In case the Company shall desire to exercise the right to redeem all, or,
as the case may be, any part of the Securities in accordance with their terms,
it shall fix a date for redemption and shall mail a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the
holders of Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Security Register. Such mailing shall be by
first class mail. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

      Each such notice of redemption shall specify as applicable the CUSIP
number of the Securities to be redeemed, the date fixed for redemption, the
redemption price at which the Securities are to be redeemed (or the method by
which such redemption price is to be calculated), the place or places of payment
that payment will be made upon presentation and surrender of the Securities,
that interest accrued to the date fixed for redemption will be paid as specified
in said notice, and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue. If less than all the
Securities are to be redeemed the notice of redemption shall specify the numbers
of the Securities to be redeemed. In case any Security is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption,

                                       52


upon surrender of such Security, a new Security or Securities in principal
amount equal to the unredeemed portion thereof will be issued.

      By 10:00 a.m. New York time on the redemption date specified in the notice
of redemption given as provided in this Section, the Company will deposit with
the Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities so called for redemption at the
appropriate Redemption Price, together with accrued interest to the date fixed
for redemption.

      The Company will give the Trustee notice not less than 45 days prior to
the redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof (in
integral multiples of $25.00, except as otherwise set forth in the applicable
form of Security) to be redeemed.

SECTION 14.05. PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

      If notice of redemption has been given as provided in Section 14.04, the
Securities or portions of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the Redemption Price, together with interest accrued to the
date fixed for redemption (subject to the rights of holders of Securities on the
close of business on a regular record date in respect of an Interest Payment
Date occurring on or prior to the redemption date), and on and after said date
(unless the Company shall default in the payment of such Securities at the
Redemption Price, together with interest accrued to said date) interest
(including Compounded Interest and Additional Sums, if any) on the Securities or
portions of Securities so called for redemption shall cease to accrue. On
presentation and surrender of such Securities at a place of payment specified in
said notice, the said Securities or the specified portions thereof shall be paid
and redeemed by the Company at the Redemption Price, together with interest
(including Compounded Interest and Additional Sums, if any) accrued thereon to
the date fixed for redemption (subject to the rights of holders of Securities on
the close of business on a regular record date in respect of an Interest Payment
Date occurring on or prior to the redemption date).

      Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Security or Securities
of authorized denominations, in principal amount equal to the unredeemed portion
of the Security so presented.

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

SECTION 15.01. AGREEMENT TO SUBORDINATE.

      The Company covenants and agrees, and each holder of Securities issued
hereunder likewise covenants and agrees, that the Securities shall be issued
subject to the provisions of this Article XV; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

                                       53


      The payment by the Company of the principal of and interest (including
Compounded Interest and Additional Sums, if any) on all Securities issued
hereunder shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment in full of principal of all
Allocable Amounts on such Senior and Subordinated Indebtedness, whether
outstanding at the date of this Indenture or thereafter incurred.

      No provision of this Article XV shall prevent the occurrence of any
Default or Event of Default hereunder.

SECTION 15.02. DEFAULT ON SENIOR AND SUBORDINATED INDEBTEDNESS.

      In the event and during the continuation of any default by the Company in
the payment of principal, interest or any other payment due on any Senior and
Subordinated Indebtedness (after any grace period with respect to such default
has expired and such default has not been cured or waived or ceased to exist),
or in the event that the maturity of any Senior and Subordinated Indebtedness
has been accelerated because of a default, then, in either case, no payment
shall be made by the Company with respect to the principal (including redemption
payments) of or interest on the Securities.

      In the event of the acceleration of the maturity of the Securities, then
no payment shall be made by the Company with respect to the principal (including
redemption payments) of or interest on the Securities until the holders of all
Senior and Subordinated Indebtedness outstanding at the time of such
acceleration shall receive payment in full of such Senior and Subordinated
Indebtedness (including any amounts due upon acceleration).

      In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraphs of this Section 15.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior and
Subordinated Indebtedness or their respective representatives, or to the trustee
or trustees under any indenture pursuant to which any of such Senior and
Subordinated Indebtedness may have been issued, as their respective interests
may appear, but only to the extent that the holders of the Senior and
Subordinated Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing, within 90 days of such payment of the
amounts then due and owing on such Senior and Subordinated Indebtedness and only
the amounts specified in such notice to the Trustee shall be paid to the holders
of such Senior and Subordinated Indebtedness.

SECTION 15.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

      Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Senior and Subordinated Indebtedness of
the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal or interest (including Compounded Interest and
Additional Sums, if any) on the Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any

                                       54


payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Securityholders
or the Trustee would be entitled to receive from the Company, except for the
provisions of this Article XV, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Securityholders or by the Trustee under the
Indenture if received by them or it, directly to the holders of Senior and
Subordinated Indebtedness of the Company (pro rata to such holders on the basis
of the respective amounts of Senior and Subordinated Indebtedness held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior and Subordinated Indebtedness may
have been issued, as their respective interests may appear, to the extent
necessary to pay all such Senior and Subordinated Indebtedness in full, in money
or money's worth, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior and Subordinated Indebtedness, before any
payment or distribution is made to the Securityholders or to the Trustee.

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior and Subordinated Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior and Subordinated
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior and Subordinated Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of all Senior and Subordinated Indebtedness remaining unpaid to the
extent necessary to pay all such Senior and Subordinated Indebtedness in full in
money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior and
Subordinated Indebtedness.

      For purposes of this Article XV, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Securities to the payment of Senior and Subordinated Indebtedness that may
at the time be outstanding, provided that (i) such Senior and Subordinated
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior and Subordinated Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the sale, conveyance,
transfer or lease of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other Person shall, as a part of such consolidation, merger, sale, conveyance,
transfer or lease, comply with the conditions stated in Article X of this
Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this
Indenture.

                                       55


SECTION 15.04. SUBROGATION.

      Subject to the payment in full of all Senior and Subordinated
Indebtedness, the rights of the Securityholders shall be subrogated to the
rights of the holders of such Senior and Subordinated Indebtedness to receive
payments or distributions of cash, property or securities of the Company, as the
case may be, applicable to such Senior and Subordinated Indebtedness until the
principal of and interest on the Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior and Subordinated Indebtedness of any cash, property or securities to
which the Securityholders or the Trustee would be entitled except for the
provisions of this Article XV, and no payment pursuant to the provisions of this
Article XV to or for the benefit of the holders of such Senior and Subordinated
Indebtedness by Securityholders or the Trustee, shall, as between the Company,
its creditors other than holders of Senior and Subordinated Indebtedness of the
Company, and the holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior and Subordinated Indebtedness. It is
understood that the provisions of this Article XV are and are intended solely
for the purposes of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of such Senior and Subordinated
Indebtedness on the other hand.

      Nothing contained in this Article XV or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior and Subordinated Indebtedness of the
Company, and the holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the holders of the Securities the
principal of and interest (including Compounded Interest and Additional Sums, if
any) on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company, as the
case may be, other than the holders of Senior and Subordinated Indebtedness of
the Company, as the case may be, nor shall anything herein or therein prevent
the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under the Indenture, subject to the
rights, if any, under this Article XV of the holders of such Senior and
Subordinated Indebtedness in respect of cash, property or securities of the
Company, as the case may be, received upon the exercise of any such remedy.

      Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee, subject to the provisions of Article VI of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior and
Subordinated Indebtedness and other indebtedness of the Company, as the case may
be, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article XV.

SECTION 15.05. TRUSTEE TO EFFECTUATE SUBORDINATION.

      Each Securityholder by such Security holder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or

                                       56


appropriate to effectuate the subordination provided in this Article XV and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

SECTION 15.06. NOTICE BY THE COMPANY.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article XV. Notwithstanding the provisions of this
Article XV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior and Subordinated Indebtedness
or from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 15.06 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest (including Compounded
Interest and Additional Sums, if any) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

      The Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior and Subordinated
Indebtedness of the Company (or a trustee on behalf of such holder), as the case
may be, to establish that such notice has been given by a holder of such Senior
and Subordinated Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior and Subordinated Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior and Subordinated Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article XV,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

      Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to

                                       57


participate in such payment or distribution, the holders of Senior and
Subordinated Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XV.

SECTION 15.07. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR AND SUBORDINATED
               INDEBTEDNESS.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XV in respect of any Senior and Subordinated
Indebtedness at any time held by it, to the same extent as any other holder of
Senior and Subordinated Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

      With respect to the holders of Senior and Subordinated Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of such Senior
and Subordinated Indebtedness shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior and Subordinated Indebtedness and, subject to the
provisions of Article VI of this Indenture, the Trustee shall not be liable to
any holder of such Senior and Subordinated Indebtedness if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior and Subordinated Indebtedness shall be entitled
by virtue of this Article XV or otherwise.

      Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06.

SECTION 15.08. SUBORDINATION MAY NOT BE IMPAIRED.

      No right of any present or future holder of any Senior and Subordinated
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company, as the case may be, or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, as the
case may be, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior and Subordinated Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article XV or
the obligations hereunder of the holders of the Securities to the holders of
such Senior and Subordinated Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Senior and Subordinated Indebtedness, or otherwise
amend or supplement in any manner such Senior and Subordinated Indebtedness or
any instrument evidencing the same or any agreement under which such Senior and
Subordinated Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior and Subordinated Indebtedness; (iii) release any Person liable in any
manner for the

                                       58


collection of such Senior and Subordinated Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, as the case may be, and
any other Person.

                                  ARTICLE XVI
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01. EXTENSION OF INTEREST PAYMENT PERIOD.

      So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time and from time to time during the term of the
Securities, to defer payments of interest by extending the interest payment
period of such Securities for a period not exceeding 20 consecutive quarterly
periods, including the first such quarterly period during such extension period
(the "Extended Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable; provided that no Extended Interest
Payment Period shall end on a date other than an Interest Payment Date or extend
beyond the Maturity Date. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 16.01, will bear interest thereon at the
Coupon Rate compounded quarterly for each quarterly period of the Extended
Interest Payment Period ("Compounded Interest"). At the end of the Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Securities, including any Additional Sums and Compounded Interest
(together, "Deferred Interest") that shall be payable to the holders of the
Securities in whose names the Securities are registered in the Security Register
on the first record date preceding the end of the Extended Interest Payment
Period. Before the termination of any Extended Interest Payment Period, the
Company may further defer payments of interest by further extending such period,
provided that such period, together with all such previous and further
extensions within such Extended Interest Payment Period, shall not exceed 20
consecutive quarterly periods, including the first such quarterly period during
such Extended Interest Payment Period, end on a date other than an Interest
Payment Date or extend beyond the Maturity Date of the Securities. Upon the
termination of any Extended Interest Payment Period and the payment of all
Deferred Interest then due, the Company may commence a new Extended Interest
Payment Period, subject to the foregoing requirements. No interest shall be due
and payable during an Extended Interest Payment Period, except at the end
thereof, but the Company may prepay at any time all or any portion of the
interest accrued during an Extended Interest Payment Period.

SECTION 16.02. NOTICE OF EXTENSION.

      (a) If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period five Business Days before the earlier of (i) the next succeeding
date on which Distributions on the Trust Securities issued by the Trust are
payable, or (ii) the date the Trust is required to give notice of the record
date, or the date such Distributions are payable, to any national securities
exchange or to holders of the Preferred Securities issued by the Trust, but in
any event at least five Business Days before such record date.

                                       59


      (b) If the Property Trustee is not the only holder of the Securities at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extended Interest Payment Period at least five Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record or payment date of
such interest payment to any national securities exchange.

      (c) The quarterly period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 16.02 shall be counted as one of the 20
quarterly periods permitted in the maximum Extended Interest Payment Period
permitted under Section 16.01.

      Wilmington Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

                                       60


      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.

                                   R&G FINANCIAL CORPORATION

                                   By  /s/ Joseph R. Sandoval
                                      ---------------------------------------
                                   Name:    Joseph R. Sandoval
                                   Title:   Executive Vice President and Chief
                                              Financial Officer

                                   WILMINGTON TRUST COMPANY, AS
                                   TRUSTEE

                                   By /s/ Kristin F. Long
                                      ---------------------------------------
                                   Name:    Kristin F. Long
                                   Title:     Financial Services Officer

                                       61


                                                                       EXHIBIT A

      [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUM STANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

      UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF THE CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]

                                                          Principal Amount: $
 No. 1                                                    CUSIP No.__________

                             R&G Capital Trust ____

                   __% JUNIOR SUBORDINATED DEFERRABLE INTEREST
                       DEBENTURE DUE _________ ___, 20___

      R&G Financial Corporation, a Puerto Rico corporation (the "Company"),
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _______________, as
Property Trustee for R&G Capital Trust ____ or registered assigns, the principal
sum of $__________ , on _________ __, 20__ (the "Maturity Date"); provided that
the Company may redeem this Security on a date not earlier than _________ __,
20__, and to pay interest on the outstanding principal amount hereof from
________ __, 200_, or from the most recent interest payment date (each such
date, an "Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
the last day of March, June, September and December of each year, commencing
________ __, 200_, at the rate of ____% per annum until the

                                        1


principal hereof shall have become due and payable, and on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months and, for any period less than a full calendar quarter, the number
of days elapsed in such quarter based upon 30- day months. In the event that any
date on which the principal of or interest on this Security is payable is not a
Business Day, then the payment payable on such date will be made on the next
succeeding Business Day (and without any interest or other payment in respect of
any such delay), except that if such next succeeding Business Day falls in the
next calendar year, then such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date. Pursuant to the Indenture, in certain circumstances the Company will be
required to pay Additional Sums and Compounded Interest (each as defined in the
Indenture) with respect to this Security.

      The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities,
as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be at the close
of business on the Business Day next preceding such Interest Payment Date;
provided, however, that in the event that the Preferred Securities are no longer
in book-entry only form or this Security (or one or more predecessor Securities)
are not represented by a Global Security, the record date for such payment shall
be the fifteenth day of the month in which such payment is due. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the holders on such regular record date and may be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the holders of Securities not less than 10 days prior
to such special record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.

      The principal of and interest (including Compounded Interest and
Additional Sums, if any) on this Security shall be payable at the office or
agency of the Trustee maintained for that purpose in any coin or currency of the
United States of America that at the time of payment is legal tender for payment
of public and private debts; provided, however, that, payment of interest may be
made at the option of the Company by (i) check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.

      The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior and Subordinated Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so

                                        2


provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior and Subordinated
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.

      This Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

      The provisions of this Security are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.

                                       3


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and sealed.

Dated:

                                      R&G FINANCIAL CORPORATION

                                      By:      ______________________________
                                      Name:
                                      Title:

Attest:

By: _______________________
Name:
Title:

                                       4


                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

      This is one of the Securities referred to in the within-mentioned
Indenture.

_______________, as Trustee

By: ____________________                             Dated:
    Authorized Signatory

      This Security is one of the Securities of the Company (herein sometimes
referred to as the "Securities"), specified in the Indenture, all issued or to
be issued under and pursuant to an Indenture, dated as of _________ __, 200_
(the "Indenture"), duly executed and delivered between the Company and
_______________, as Trustee (the "Trustee"), to which Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities.

      Upon the occurrence and continuation of a Special Event, as defined in the
Indenture, the Company shall have the right, at any time within 90 days
following the occurrence of such Special Event, to redeem this Security in whole
(but not in part), a redemption price equal to the accrued and unpaid interest
on the Security (including Compounded Interest and Additional Sums, if any) to
be so redeemed to the date fixed for redemption, plus 100% of the principal
amount thereof (the "Redemption Price").

      In addition, subject to the Company having received the prior approval of
the applicable regulatory agencies, if it is then required under applicable
regulatory requirements, the Company shall have the right to redeem this
Security, in whole or in part, at any time on or after ___________ __, 20__ at
the Redemption Price; provided, however, that the Company shall not effect a
partial redemption of this Security if such partial redemption would result in a
delisting of the Preferred Securities from the NASDAQ National Market or such
other exchange or organization as the Preferred Securities are then listed.

      The Redemption Price shall be paid prior to __:00 __.m., New York City
time on the date of such redemption or at such earlier time as the Company
determines, provided, that the Company shall deposit with the Trustee an amount
sufficient to pay the applicable Redemption Price by ___:00 __.m., New York City
time, on the date such Redemption Price is to be paid. Any redemption pursuant
to this paragraph will be made upon not less than 30 days or more than 60 days
notice. If the Securities are only partially redeemed by the Company, the
particular Securities to be redeemed shall be selected on a pro rata basis, by
lot or such other method that the Trustee shall deem appropriate not more than
60 days prior to the date fixed for redemption from the outstanding Securities
not previously called for redemption, provided, however, that any such selection
may be made on the basis of the aggregate principal amount of Securities held

                                       5


by each Securityholder thereof and may be made by making such adjustments as the
Company deems fair and appropriate in order that only Securities in
denominations of $___ or integral multiples thereof shall be redeemed.

      In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof will be issued in the name of
the holder hereof upon the cancellation hereof. Notwithstanding the foregoing,
any redemption of this Security by the Company shall be subject to the receipt
of any and all required regulatory approvals.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Securities at the time outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the holders of the Securities; provided,
however, that no such supplemental indenture shall, without the consent of each
holder of Securities then outstanding and affected thereby, (i) change the
Maturity Date of any Securities, or reduce the principal amount thereof, or
reduce any amount payable on redemption thereof, or reduce the rate or extend
the time of payment of interest thereon (subject to Article XVI of the
Indenture), or make the principal of, or interest on, the Securities payable in
any coin or currency other than U.S. dollars, or impair or affect the right of
any holder of Securities to institute suit for the payment thereof, or (ii)
reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental indenture. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Securities at the time outstanding affected thereby, on behalf of all of the
holders of the Securities, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or interest on any of the Securities or a default in respect of any
covenant or provision under which the Indenture cannot be modified or amended
without the consent of each holder of Securities then outstanding. Any such
consent or waiver by the holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future holders and owners of this Security and of any Security issued in
exchange herefor or in place hereof, irrespective of whether or not any notation
of such consent or waiver is made upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest (including
Compounded Interest and Additional Sums, if any) on this Security at the time
and place and at the rate and in the money herein prescribed.

      So long as no Event of Default shall have occurred and be continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not

                                       6


exceeding 20 consecutive quarterly periods, including the first such quarterly
period during such extension period, and not extending beyond the Maturity Date
of the Securities (an "Extended Interest Payment Period") or ending on a date
other than an Interest Payment Date, at the end of which period the Company
shall pay all interest then accrued and unpaid (together with interest thereon
at the rate specified for the Securities to the extent that payment of such
interest is enforceable under applicable law). Before the termination of any
such Extended Interest Payment Period, the Company may further defer payments of
interest by further extending such Extended Interest Payment Period, provided
that such Extended Interest Payment Period, together with all such previous and
further extensions within such Extended Interest Payment Period, (i) shall not
exceed 20 consecutive quarterly periods, including the first quarterly period
during such Extended Interest Payment Period, (ii) shall not end on any date
other than an Interest Payment Date, and (iii) shall not extend beyond the
Maturity Date of the Securities. Upon the termination of any such Extended
Interest Payment Period and the payment of all accrued and unpaid interest and
any additional amounts then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.

      The Company has agreed that it will not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock), (ii) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of the Company that
rank pari passu with or junior in right of payment to the Securities or (iii)
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any Subsidiary of the Company if such guarantee ranks pari
passu or junior in right of payment to the Securities (other than (a) dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Preferred
Securities Guarantee, (d) the purchase of fractional shares resulting from a
reclassification of the Company's capital stock, (e) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the exchange or
conversion of such capital stock or the security being exchanged or converted
and (f) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans) if at such time
(1) there shall have occurred any event would constitute an Event of Default,
(2) if the Securities are held by the Property Trustee, the Company shall be in
default with respect to its payment obligations under the Preferred Securities
Guarantee or (3) the Company shall have given notice of its election of the
exercise of its right to extend the interest payment period and any such
extension shall be continuing.

      Subject to (i) the receipt of any required regulatory approval and (ii)
the receipt by the Company of an opinion of counsel to the effect that such
distribution will not cause the holders of the Preferred Securities to recognize
gain or loss for Federal income tax purposes, the Company will have the right at
any time to liquidate the R&G Capital Trust ___ and cause the Securities to be
distributed to the holders of the Trust Securities in liquidation of the Trust.

                                       7


      The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

      The Securities are issuable only in registered form without coupons in
denominations of $_____.00 and any integral multiple thereof. As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable by
the holder hereof on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the
Company in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such
registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

      Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any authenticating agent, any paying agent, any
transfer agent and the registrar may deem and treat the holder hereof as the
absolute owner hereof (whether or not this Security shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to the Indenture) interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any authenticating agent nor any paying agent nor any transfer agent nor any
registrar shall be affected by any notice to the contrary.

      No recourse shall be had for the payment of the principal of or interest
on this Security, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.

      All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

                                       8

EX-4.2

                                                                     EXHIBIT 4.2


                          FIRST SUPPLEMENTAL INDENTURE

                                     BETWEEN

                            R&G FINANCIAL CORPORATION

                                       AND

                      WILMINGTON TRUST COMPANY, AS TRUSTEE

                      -------------------------------------

                          Dated as of November 30, 2004

                      -------------------------------------



                                TABLE OF CONTENTS



                                                                                                            
ARTICLE I  DEFINITIONS....................................................................................      1

   Section 1.01  Definition of Terms......................................................................      1

ARTICLE II  SECURITIES....................................................................................      4

   Section 2.01  Designation and Principal Amount.........................................................      4
   Section 2.02  Forms Generally..........................................................................      4
   Section 2.03  Execution and Authentication.............................................................      4
   Section 2.04  Maturity.................................................................................      4
   Section 2.05  Global Security..........................................................................      4
   Section 2.06  Interest.................................................................................      5

ARTICLE III  REDEMPTION OF SECURITIES.....................................................................      6

   Section 3.01  Redemption...............................................................................      6
   Section 3.02  Special Event Redemption.................................................................      6
   Section 3.03  Optional Redemption by Company...........................................................      7
   Section 3.04  Notice of Redemption.....................................................................      7
   Section 3.05  Payment of Securities Called for Redemption..............................................      8

ARTICLE IV  EXTENSION OF INTEREST PAYMENT PERIOD..........................................................      9

   Section 4.01  Extension of Interest Payment Period.....................................................      9
   Section 4.02  Notice of Extension......................................................................     10

ARTICLE V  MISCELLANEOUS..................................................................................     10

   Section 5.01  Ratification of Indenture................................................................     10
   Section 5.02  Reports by the Trustee...................................................................     10
   Section 5.03  Governing Law............................................................................     11
   Section 5.04  Separability.............................................................................     11
   Section 5.05  Execution in Counterparts................................................................     11


                                        i


      FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2004 (the "First
Supplemental Indenture"), between R&G Financial Corporation, a Puerto Rico
corporation (hereinafter sometimes called the "Company"), and Wilmington Trust
Company, a Delaware banking corporation, as trustee (hereinafter sometimes
called the "Trustee"), under the Indenture dated as of November 30, 2004 between
the Company and the Trustee (the "Indenture").

      WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the future issuance of the Company's junior subordinated
deferrable interest debentures to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in a principal
amount which may be authenticated and delivered as provided in the Indenture;

      WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of such securities to be known as
its 6.62% Junior Subordinated Deferrable Interest Debentures, due December 12,
2034 (the "Securities"), the form and substance of such Securities and the
terms, provisions and conditions thereof to be set forth as provided in the
Indenture and this First Supplemental Indenture;

      WHEREAS, the Company and R&G Capital Trust VI, a Delaware statutory trust
(the "Trust"), propose to issue $125,000,000 aggregate liquidation amount of the
Trust's 6.62% Preferred Securities (the "Preferred Securities"), representing
preferred undivided beneficial interests in the assets of the Trust, and the
Trust proposes to invest the proceeds from such offering, together with the
proceeds of the issuance and sale by the Trust to the Company of 3,866,000
aggregate liquidation amount of its 6.62% Common Securities (the "Common
Securities"), in $128,866,000 aggregate principal amount of the Securities; and

      WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture, and all requirements necessary to make this
First Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Securities, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

      NOW THEREFORE, in consideration of the purchase and acceptance of the
Securities by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Securities and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:

                                    ARTICLE I
                                  DEFINITIONS

SECTION 1.01 DEFINITION OF TERMS.

      Unless the context otherwise requires:

      (a)a term defined in the Indenture has the same meaning when used in this
First Supplemental Indenture;



      (b)a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;

      (c)the singular includes the plural and vice versa;

      (d)a reference to a Section or Article is to a Section or Article of this
First Supplemental Indenture;

      (e)headings are for convenience of reference only and do not affect
interpretation;

      (f)the following terms have the meanings given to them in the Declaration:
(i) Administrative Trustee; (ii) Distribution; and (iii) Property Trustee;

      (g)the following terms have the meanings given to them in this Section
1.01(g) and, to the extent such meanings conflict with any of the definitions
set forth in the Indenture, this Section 1.01(g) shall control:

      "Additional Sums" shall have the meaning set forth in Section 2.06(d).

      "Agency Agreement" shall mean the Agency Agreement dated November 26, 2004
among the Company, the Trust and the placement agents named therein.

      "Compounded Interest" shall have the meaning set forth in Section 4.01(b).

      "Coupon Rate" shall have the meaning set forth in Section 2.06(b).

      "Declaration" means the Amended and Restated Declaration of Trust and
Trust Agreement of R&G Capital Trust VI, a Delaware statutory trust, dated as of
November 30, 2004.

      "Deferred Interest" shall have the meaning set forth in Section 4.01(b).

      "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.01(b).

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

      "Interest Payment Date" shall have the meaning set forth in Section
2.06(b).

      "Maturity Date" shall mean December 12, 2034.

      "Ministerial Action" shall have the meaning set forth in Section 3.02.

      "180-Day Period" shall have the meaning set forth in Section 3.02.

                                       2


      "R&G Capital Trust" or the "Trust" shall mean R&G Capital Trust VI, a
Delaware statutory trust created for the purpose of issuing its undivided
beneficial interests in connection with the issuance of Securities under the
Indenture and this Supplemental Indenture.

      "Redemption Price" as of any given date identified in the table below,
means the price which is expressed as a percentage of the principal amount of
the Securities:



        YEAR BEGINNING                            PERCENTAGE
- -----------------------------                     -----------
                                               
On or after December 12, 2009                        105%

On or after December 12, 2010                        104%

On or after December 12, 2011                        103%

On or after December 12, 2012                        102%

On or after December 12, 2013                        101%

On or after December 12, 2014                        100%


      plus accrued and unpaid interest on such Securities to the redemption
date.

      "Regulatory Capital Event" means that the Company shall have received an
opinion of bank regulatory counsel (who shall not be an employee of the Company)
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of applicable regulatory agencies or (b) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement or
decision is announced on or after the date of this First Supplemental Indenture,
the Preferred Securities do not constitute, or within 90 days of the date
thereof, will not constitute, Tier I Capital (or its then equivalent) for
purposes of the capital adequacy guidelines of the Federal Reserve (or any
successor regulatory authority with jurisdiction over bank holding companies),
or any capital adequacy guidelines as then in effect and applicable to the
Company; provided, however, that the distribution of the Securities in
connection with a termination of the Trust by the Company shall not in and of
itself constitute a Regulatory Capital Event, provided further, that for the
avoidance of doubt, the adoption by the Federal Reserve as a final rule of any
of the proposals set forth in its notice of proposed rule making dated May 6,
2004, shall not constitute a Regulatory Capital Event.

      "Special Event" means a Tax Event, Investment Company Event or a
Regulatory Capital Event, as the case may be.

      "Special Event Redemption Price" shall have the meaning set forth in
Section 3.02.

                                       3


      "Underwriting Agreement" shall be disregarded and all references in the
Indenture are hereby deemed to refer to the Agency Agreement.

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01 DESIGNATION AND PRINCIPAL AMOUNT.

      There is hereby authorized a series of Securities designated as the "6.62%
Junior Subordinated Deferrable Interest Debentures due December 12, 2034," in
aggregate principal amount of $128,866,000.

SECTION 2.02 FORMS GENERALLY.

      The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this First Supplemental Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject or usage. Each
Security shall be dated the date of its authentication. The Securities shall be
issued in denominations of $25.00 and integral multiples thereof.

SECTION 2.03 EXECUTION AND AUTHENTICATION.

      The Securities shall be executed on behalf of the Company by a duly
authorized Officer and attested by a Secretary or an Assistant Secretary. The
signature of any such person on the Securities may be manual or facsimile. If an
Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be valid.

      A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that
the Security has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Securities shall be
substantially as set forth in Exhibit A hereto.

      The Trustee shall, upon a Company Order, authenticate for original issue
up to, and the aggregate principal amount of Securities outstanding at any time
may not exceed $128,866,000 aggregate principal amount of the Securities, except
as provided in Sections 2.06, 2.07, 2.08 of the Indenture and Section 3.05 of
this First Supplemental Indenture.

SECTION 2.04 MATURITY.

      The Securities shall mature on the Maturity Date as defined in Section
1.01(g) of this First Supplemental Indenture.

SECTION 2.05 GLOBAL SECURITY.

      Section 2.04 of the Indenture shall be disregarded in its entirety and
shall not apply to the Securities.

                                       4


SECTION 2.06  INTEREST.

      (a) Section 2.05 of the Indenture shall be disregarded in its entirety and
shall not apply to the Securities covered by this First Supplemental Indenture.
All references in the Indenture to Section 2.05 are hereby deemed to apply to
this Section 2.06.

      (b) Each Security will bear interest at the rate of 6.62% per annum (the
"Coupon Rate") from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from
November 30, 2004 until the principal thereof becomes due and payable on the
next succeeding Interest Payment Date (as defined below), and at the Coupon Rate
on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest,
compounded monthly payable (subject to the provisions of Article IV hereof)
monthly in arrears on the twelfth day of each month (each, an "Interest Payment
Date") commencing on January 12, 2005, to the Person in whose name such Security
or any predecessor Security is registered, at the close of business on the
regular record date for such interest installment, which shall be the fifteenth
day of the month prior to the Interest Payment Date.

      (c) Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period of less than a full calendar month, the
number of days lapsed in such month based upon 30-day months. In the event that
any Interest Payment Date falls on a day that is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that if such next succeeding Business Day falls in the
next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

      (d) During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and payable
by the Trust on the outstanding Trust Securities shall not be reduced as a
result of any additional taxes, duties, assessments and other governmental
charges to which the Trust or the Property Trustee has become subject as a
result of a Tax Event ("Additional Sums"). Whenever in the Indenture, this First
Supplemental Indenture or the Securities there is a reference in any context to
the payment of principal of or interest on the Securities, such mention shall be
deemed to include mention of the payments of the Additional Sums provided for in
this paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 4.01 hereof or
the Securities shall not defer the payment of any Additional Sums that may be
due and payable.

                                       5


                                  ARTICLE III
                            REDEMPTION OF SECURITIES

SECTION 3.01 REDEMPTION.

      (a) Section 14.01 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 14.01 are hereby deemed to
apply to this Section 3.01.

      (b) Subject to the Company having received prior approval of the Federal
Reserve through the Federal Reserve Bank of New York or any other designee, if
then required under the applicable capital guidelines, policies or regulations
of the Federal Reserve, the Company may redeem the Securities issued hereunder
on and after the dates set forth in, and in accordance with the terms of, this
Article III.

SECTION 3.02 SPECIAL EVENT REDEMPTION.

      (a) Section 14.02 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 14.02 are hereby deemed to
apply to this Section 3.02.

      (b) Subject to the Company having received the prior approval of the
Federal Reserve through the Federal Reserve Bank of New York or any other
designee, if then required under the applicable capital guidelines, policies or
regulations of the Federal Reserve, if a Special Event has occurred and is
continuing, then, notwithstanding Section 3.03(b) hereof but subject to Section
3.03(c) hereof, the Company shall have the right upon not less than 35 days' nor
more than 60 days' notice to the holders of the Securities to redeem the
Securities, in whole but not in part, for cash within 180 days following the
occurrence of such Special Event (the "180-Day Period") at a redemption price
equal to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption (the "Special Event Redemption
Price"), provided that if at the time there is available to the Company the
opportunity to eliminate, within the 180-Day Period, a Tax Event by taking some
ministerial action (a "Ministerial Action"), such as filing a form or making an
election, or pursuing some other similar reasonable measure which has no adverse
effect on the Company, the Trust or the holders of the Trust Securities issued
by the Trust, the Company shall pursue such Ministerial Action in lieu of
redemption, and, provided further, that the Company shall have no right to
redeem the Securities pursuant to this Section 3.02 while it is pursuing any
Ministerial Action pursuant to its obligations hereunder, and, provided further,
that, if it is determined that the taking of a Ministerial Action would not
eliminate the Tax Event within the 180-Day Period, the Company's right to redeem
the Securities pursuant to this Section 3.02 shall be restored and it shall have
no further obligations to pursue the Ministerial Action. The Special Event
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or such earlier time as the Company determines, provided that
the Company shall deposit with the Trustee an amount sufficient to pay the
Special Event Redemption Price by 10:00 a.m., New York time, on the date such
Special Event Redemption Price is to be paid.

                                       6


SECTION 3.03 OPTIONAL REDEMPTION BY COMPANY.

      (a) Section 14.03 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 14.03 are hereby deemed to
apply to this Section 3.03.

      (b) Except as otherwise may be specified in this First Supplemental
Indenture, the Company shall have the right to redeem the Securities, in whole
or in part, from time to time, on or after December 12, 2009, at the Redemption
Price. Any redemption pursuant to this Section 3.03(b) shall be made upon not
less than 35 days' nor more than 60 days' notice to the holder of the
Securities, at the Redemption Price. If the Securities are only partially
redeemed pursuant to this Section 3.03(b), the Securities shall be redeemed pro
rata or by lot or in such other manner as the Trustee shall deem appropriate and
fair in its discretion. The redemption shall be effected prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Company determines, provided that the Company shall deposit with the Trustee an
amount sufficient to effectuate the redemption by 10:00 a.m., New York time, on
the date such Redemption Price is to be paid.

      (c) The Company shall have the right to redeem Securities at any time and
from time to time in a principal amount equal to the liquidation amount of any
Preferred Securities purchased and beneficially owned by the Company, plus an
additional principal amount of Securities equal to the liquidation amount of
that number of Common Securities that bears the same proportion to the total
number of Common Securities then outstanding as the number of Preferred
Securities to be redeemed bears to the total number of Preferred Securities then
outstanding. Such Securities shall be redeemed pursuant to this Section 3.03(c)
only in exchange for and upon surrender by the Company to the Property Trustee
of the Preferred Securities and a proportionate amount of Common Securities,
whereupon the Property Trustee shall cancel the Preferred Securities and Common
Securities so surrendered and a like amount of Securities shall be extinguished
by the Trustee and shall no longer be deemed Outstanding.

SECTION 3.04 NOTICE OF REDEMPTION.

      (a) Section 14.04 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 14.04 are hereby deemed to
apply to this Section 3.04.

      (b) Except in the case of a redemption pursuant to Section 3.03(c) hereof,
in case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities in accordance with the right reserved
so to do, the Company shall, or shall cause the Trustee to upon receipt of 45
days' written notice from the Company, give notice of such redemption to holders
of the Securities to be redeemed by mailing, first class postage prepaid, a
notice of such redemption not less than 35 days and not more than 60 days before
the date fixed for redemption to such holders at their last addresses as they
shall appear upon the Security Register. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice. In any case, failure duly to
give such notice to the holder of any Security designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for

                                       7


the redemption of any other Securities. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in the Indenture or this
First Supplemental Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with any such restriction. Each such
notice of redemption shall specify the date fixed for redemption and the
Redemption Price or Special Event Redemption Price, as applicable, and shall
state that payment of the Redemption Price or Special Event Redemption Price, as
applicable, shall be made upon presentation and surrender of such Securities,
that interest accrued to the date fixed for redemption shall be paid as
specified in said notice and that from and after said date interest shall cease
to accrue. If less than all the Securities are to be redeemed, the notice to the
holders of the Securities shall specify the particular Securities to be
redeemed. If the Securities are to be redeemed in part only, the notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the redemption date, upon surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed portion
thereof shall be issued.

      (c) Except in the case of redemption pursuant to Section 3.03(c) hereof,
if less than all the Securities are to be redeemed, the Company shall give the
Trustee at least 45 days' notice in advance of the date fixed for redemption as
to the aggregate principal amount of Securities to be redeemed, and thereupon
the Trustee shall select, pro rata or by lot or in such other manner as it shall
deem appropriate and fair in its discretion, the portion or portions (equal to
$25 or any integral multiple thereof) of the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the number of the
Securities to be redeemed, in whole or in part. The Company may, if and whenever
it shall so elect pursuant to the terms hereof, by delivery of instructions
signed on its behalf by its Chairman, its President or any Vice President, its
Chief Financial Officer or its Treasurer, instruct the Trustee or any paying
agent to call all or any part of the Securities for redemption and to give
notice of redemption in the manner set forth in this Section 3.04, such notice
to be in the name of the Company or its own name as the Trustee or such paying
agent may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such paying
agent, as the case may be, such Security Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the
Trustee or such paying agent to give any notice by mail that may be required
under the provisions of this Section 3.04.

SECTION 3.05 PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

      (a) Section 14.05 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 14.05 are hereby deemed to
apply to this Section 3.05.

      (b) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the Redemption Price or Special Event Redemption
Price, as applicable, and interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption, unless the
Company shall default in the payment of such Redemption Price or Special Event
Redemption Price, as applicable, with respect to any such Security or portion
thereof. On presentation and

                                       8


surrender of such Securities on or after the date fixed for redemption at the
place of payment specified in the notice, said Securities shall be paid and
redeemed at the Redemption Price or Special Event Redemption Price, as
applicable (but if the date fixed for redemption is an Interest Payment Date,
the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to
Section 3.03 hereof).

      (c) Upon presentation of any Security that is to be redeemed in part only,
the Company shall execute and the Trustee shall authenticate and the office or
agency where the Security is presented shall deliver to the holder thereof, at
the expense of the Company, a new Security of authorized denomination in
principal amount equal to the unredeemed portion of the Security so presented.

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.01 EXTENSION OF INTEREST PAYMENT PERIOD.

      (a) Section 16.01 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 16.01 are hereby deemed to
apply to this Section 4.01.

      (b) Provided that no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 60 consecutive
months (the "Extended Interest Payment Period"), during which Extended Interest
Payment Period no interest shall be due and payable; provided that no Extended
Interest Payment Period shall end on a date other than an Interest Payment Date
or extend beyond the Maturity Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.01, will bear interest
thereon at the Coupon Rate compounded monthly for each month of the Extended
Interest Payment Period ("Compounded Interest"). At the end of the Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Securities, including any Compounded Interest (together, "Deferred
Interest") that shall be payable to the holders in whose names the Securities
are registered in the Security Register on the record date for the first
Interest Payment Date after the end of the Extended Interest Payment Period.
Before the termination of any Extended Interest Payment Period, the Company may
further extend such period, provided that such period, together with all such
previous or further extensions thereof, shall not exceed 60 consecutive months,
or extend beyond the Maturity Date of the Securities. Upon the termination of
any Extended Interest Payment Period and upon the payment of all Deferred
Interest then due, the Company may commence a new Extended Interest Payment
Period, subject to the foregoing requirements. No interest shall be due and
payable during an Extended Interest Payment Period, except at the end thereof,
but the Company may prepay at any time all or any portion of the interest
accrued during an Extended Interest Payment Period.

                                       9


SECTION 4.02 NOTICE OF EXTENSION.

      (a) Section 16.02 of the Indenture shall be disregarded in its entirety
and shall not apply to the Securities covered by this First Supplemental
Indenture. All references in the Indenture to Section 16.02 are hereby deemed to
apply to this Section 4.02.

      (b) If the Property Trustee is the only registered holder at the time the
Company selects an Extended Interest Payment Period, the Company shall give
written notice to the Administrative Trustees, the Property Trustee and the
Trustee of its selection of such Extended Interest Payment Period five Business
Days before the earlier of (i) the next succeeding date on which Distributions
on the Trust Securities issued by the Trust are payable, or (ii) the date the
Trust is required to give notice of the record date, or the date such
Distributions are payable, to any national securities exchange or to holders of
the Preferred Securities issued by the Trust, but in any event at least five
Business Days before such record date.

      (c) If the Property Trustee is not the only holder of the Securities at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities notice of its election of such Extended
Interest Payment Period at least five Business Days before the earlier of (i)
the next succeeding Interest Payment Date, or (ii) the date the Company is
required to give notice of the record date or the Interest Payment Date to any
national securities exchange or the holders of the Securities.

      (d) The month in which any notice is given pursuant to paragraphs (b) or
(c) of this Section 4.02 shall be counted as one of the 60 months permitted in
the maximum Extended Interest Payment Period permitted under Section 4.01.

                                   ARTICLE V
                                  MISCELLANEOUS

SECTION 5.01 RATIFICATION OF INDENTURE.

      The Indenture, as supplemented by this First Supplemental Indenture, is in
all respects ratified and confirmed, and this First Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

SECTION 5.02 REPORTS BY THE TRUSTEE.

      (a) Section 4.04 of the Indenture shall be disregarded in its entirety and
shall not apply to the Securities covered by this First Supplemental Indenture.
All references in the Indenture to Section 4.04 are hereby deemed to apply to
this Section 5.02.

      (b) The Trustee shall transmit to Securityholders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, not later than July 15 following the date of this Indenture, commencing
July 15, 2005, deliver to Securityholders a brief report, dated as of such date,
which complies with the provisions of such Section 313(a).

                                       10


      (c) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with each stock exchange, if any, upon
which the Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when the Securities are listed on any
stock exchange or any delisting thereof.

SECTION 5.03 GOVERNING LAW.

      This First Supplemental Indenture and each Debenture shall be deemed to be
a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of such State without
regard to conflicts of laws principles.

SECTION 5.04 SEPARABILITY.

      In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Securities shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Securities, but this First Supplemental
Indenture and the Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

SECTION 5.05 EXECUTION IN COUNTERPARTS.

      This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                       11


      IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                            R&G FINANCIAL CORPORATION

                            By:  /s/ Joseph R. Sandoval
                                 -------------------------------------------
                                 Name:    Joseph R. Sandoval
                                 Title:   Executive Vice President and Chief
                                             Financial Officer

                            WILMINGTON TRUST COMPANY, AS TRUSTEE

                            By:  /s/ Kristin F. Long
                                 -------------------------------------------
                                 Name:    Kristin F. Long
                                 Title:   Financial Services Officer

                                       12



                                                                       EXHIBIT A

                                                  Principal Amount: $128,866,000

No. 1

                              R&G Capital Trust VI

                  6.62% JUNIOR SUBORDINATED DEFERRABLE INTEREST
                         DEBENTURE DUE DECEMBER 12, 2034

      R&G Financial Corporation, a Puerto Rico corporation (the "Company"),
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Wilmington Trust
Company, as Property Trustee for R&G Capital Trust VI or registered assigns, the
principal sum of $128,866,000, on December 12, 2034 (the "Maturity Date") and to
pay interest on the outstanding principal amount hereof from November 30, 2004,
or from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for, monthly
(subject to deferral as set forth herein) in arrears on the twelfth day of each
month, commencing January 12, 2005, at the rate of 6.62% per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum compounded monthly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months and, for any period less than a full calendar month, the number of
days elapsed in such month based upon 30-day months. In the event that any date
on which the principal of or interest on this Security is payable is not a
Business Day, then the payment payable on such date will be made on the next
succeeding Business Day (and without any interest or other payment in respect of
any such delay), except that if such next succeeding Business Day falls in the
next calendar year, then such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date. Pursuant to the First Supplemental Indenture (as herein defined), in
certain circumstances the Company will be required to pay Additional Sums and
Compounded Interest (each as defined in the First Supplemental Indenture) with
respect to this Security.

      The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the First Supplemental
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities, as defined in the Indenture (as defined herein)) is
registered at the close of business on the regular record date for such interest
installment, which shall be at the close of business on the fifteenth day of the
month next preceding such Interest Payment Date. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the holders on such regular record date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the holders
of

                                      A-1


Securities not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

      The principal of and interest (including Compounded Interest and
Additional Sums, if any) on this Security shall be payable at the office or
agency of the Trustee maintained for that purpose in any coin or currency of the
United States of America that at the time of payment is legal tender for payment
of public and private debts; provided, however, that, payment of interest may be
made at the option of the Company by (i) check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.

      The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior and Subordinated Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior and Subordinated Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

      This Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

      The provisions of this Security are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.

                                      A-2


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and sealed.

Dated:

                                    R&G FINANCIAL CORPORATION

                                    By:      ___________________________________
                                    Name:    Joseph R. Sandoval
                                    Title:   Executive Vice President and Chief
                                               Financial Officer

Attest:

By: _______________________
Name:
Title:

                                      A-3


                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

      This is one of the Securities referred to in the within-mentioned
Indenture.

_______________, as Trustee

By: ____________________                           Dated:
      Authorized Signatory

      This Security is one of the Securities of the Company (herein sometimes
referred to as the "Securities"), specified in the Indenture, all issued or to
be issued under and pursuant to an Indenture, dated as of November 30, 2004 (the
"Indenture"), and the First Supplemental Indenture, dated as of November 30,
2004 (the "First Supplemental Indenture"), in each case, duly executed and
delivered between the Company and Wilmington Trust Company, as Trustee (the
"Trustee"), to which Indenture and First Supplemental Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities.

      Because of the occurrence and continuation of a Special Event (as defined
in the First Supplemental Indenture), in certain circumstances, this Security
may become due and payable at the principal amount together with any interest
accrued thereon (the "Special Event Redemption Price"). The Special Event
Redemption Price shall be paid prior to 12:00 noon, New York time on the date of
such redemption or at such earlier time as the Company determines. The Company
shall have the right as set forth in the First Supplemental Indenture to redeem
this Security at the option of the Company, in whole or in part at time on or
after December 12, 2009 (an "Optional Redemption"), at the Redemption Price. Any
redemption pursuant to this paragraph shall be made upon not less than 35 days
nor more than 60 days notice. The Redemption Price or Special Event Redemption
Price, as applicable, shall be paid at the time and in the manner provided
therefor in the Indenture. If the Securities are only partially redeemed by the
Company pursuant to an Optional Redemption, the Securities shall be redeemed pro
rata or by lot or by any other method utilized by the Trustee as described in
the Indenture.

      In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

                                      A-4


      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Securities at the time outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the holders of the Securities; provided,
however, that no such supplemental indenture shall, without the consent of each
holder of Securities then outstanding and affected thereby, (i) change the
Maturity Date of any Securities, or reduce the principal amount thereof, or
reduce any amount payable on redemption thereof, or reduce the rate or extend
the time of payment of interest thereon (subject to Article IV of the First
Supplemental Indenture), or make the principal of, or interest on, the
Securities payable in any coin or currency other than U.S. dollars, or impair or
affect the right of any holder of Securities to institute suit for the payment
thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture. The Indenture
also contains provisions permitting the holders of a majority in aggregate
principal amount of the Securities at the time outstanding affected thereby, on
behalf of all of the holders of the Securities, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture, and its consequences, except a default in the payment
of the principal of or interest on any of the Securities or a default in respect
of any covenant or provision under which the Indenture cannot be modified or
amended without the consent of each holder of Securities then outstanding. Any
such consent or waiver by the holder of this Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Security and of any Security issued
in exchange herefor or in place hereof, irrespective of whether or not any
notation of such consent or waiver is made upon this Security.

      No reference herein to the Indenture or the First Supplemental Indenture
and no provision of this Security, the Indenture or the First Supplemental
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest (including Compounded
Interest and Additional Sums, if any) on this Security at the time and place and
at the rate and in the money herein prescribed.

      So long as no Event of Default shall have occurred and be continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 60 consecutive
months, including the first such month during such extension period, and not
extending beyond the Maturity Date of the Securities (an "Extended Interest
Payment Period") or ending on a date other than an Interest Payment Date, at the
end of which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Securities to the
extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the Company
may further defer payments of interest by further extending such Extended
Interest Payment Period, provided that such Extended Interest Payment Period,
together with all such previous and further extensions within such Extended
Interest Payment Period, (i) shall not exceed 60 consecutive months, including
the first month during such Extended Interest Payment Period, (ii) shall not end
on any date other than an Interest Payment Date, and (iii) shall not extend
beyond the Maturity Date of the Securities. Upon the termination of any such
Extended

                                      A-5


Interest Payment Period and the payment of all accrued and unpaid interest and
any additional amounts then due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.

      The Company has agreed that it will not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock), (ii) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of the Company that
rank pari passu with or junior in right of payment to the Securities or (iii)
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any Subsidiary of the Company if such guarantee ranks pari
passu or junior in right of payment to the Securities (other than (a) dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Preferred
Securities Guarantee, (d) the purchase of fractional shares resulting from a
reclassification of the Company's capital stock, (e) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the exchange or
conversion of such capital stock or the security being exchanged or converted
and (f) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans) if at such time
(1) there shall have occurred any event would constitute an Event of Default,
(2) if the Securities are held by the Property Trustee, the Company shall be in
default with respect to its payment obligations under the Preferred Securities
Guarantee or (3) the Company shall have given notice of its election of the
exercise of its right to extend the interest payment period and any such
extension shall be continuing.

      Subject to (i) the receipt of any required regulatory approval and (ii)
the receipt by the Company of an opinion of counsel to the effect that such
distribution will not cause the holders of the Preferred Securities to recognize
gain or loss for Federal or Puerto Rico income tax purposes, the Company will
have the right at any time to liquidate R&G Capital Trust VI and cause the
Securities to be distributed to the holders of the Trust Securities in
liquidation of the Trust.

      The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

      The Securities are issuable only in registered form without coupons in
denominations of $25.00 and any integral multiple thereof. As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable by
the holder hereof on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the
Company in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the

                                      A-6


same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such
registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

      Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any authenticating agent, any paying agent, any
transfer agent and the registrar may deem and treat the holder hereof as the
absolute owner hereof (whether or not this Security shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to the Indenture and the First
Supplemental Indenture) interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any authenticating agent nor any paying
agent nor any transfer agent nor any registrar shall be affected by any notice
to the contrary.

      No recourse shall be had for the payment of the principal of or interest
on this Security, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture or the First Supplemental Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issuance
hereof, expressly waived and released.

      All terms used in this Security that are defined in the Indenture or the
First Supplemental Indenture shall have the meanings assigned to them in the
Indenture or the First Supplemental Indenture.

      THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

                                      A-7

EX-4.3

                                                                     EXHIBIT 4.3


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                              R&G CAPITAL TRUST VI

                          Dated as of November 30, 2004



                                TABLE OF CONTENTS



                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
ARTICLE I.        INTERPRETATION AND DEFINITIONS...............................................................   1

    Section 1.01  Definitions..................................................................................   1

ARTICLE II.       TRUST INDENTURE ACT..........................................................................   7

    Section 2.01  Trust Indenture Act; Application.............................................................   7
    Section 2.02  Lists of Holders of Securities...............................................................   7
    Section 2.03  Reports by the Property Trustee..............................................................   8
    Section 2.04  Periodic Reports to Property Trustee.........................................................   8
    Section 2.05  Evidence of Compliance with Conditions Precedent.............................................   8
    Section 2.06  Events of Default; Waiver....................................................................   8
    Section 2.07  Event of Default; Notice.....................................................................  10

ARTICLE III.      ORGANIZATION.................................................................................  11

    Section 3.01  Name.........................................................................................  11
    Section 3.02  Office.......................................................................................  11
    Section 3.03  Purpose......................................................................................  11
    Section 3.04  Authority....................................................................................  11
    Section 3.05  Title to Property of the Trust...............................................................  12
    Section 3.06  Powers and Duties of the Administrative Trustees.............................................  12
    Section 3.07  Prohibition of Actions by the Trust and the Trustees.........................................  14
    Section 3.08  Powers and Duties of the Property Trustee....................................................  15
    Section 3.09  Certain Duties and Responsibilities of the Property Trustee..................................  18
    Section 3.10  Certain Rights of Property Trustee...........................................................  19
    Section 3.11  Delaware Trustee.............................................................................  21
    Section 3.12  Execution of Documents.......................................................................  22
    Section 3.13  Not Responsible for Recitals or Issuance of Securities.......................................  22
    Section 3.14  Duration of Trust............................................................................  22
    Section 3.15  Mergers......................................................................................  22
    Section 3.16  Property Trustee May File Proofs of Claim....................................................  24

ARTICLE IV.       SPONSOR......................................................................................  25

    Section 4.01  Sponsor's Purchase of Common Securities......................................................  25
    Section 4.02  Responsibilities of the Sponsor..............................................................  25
    Section 4.03  Right to Proceed.............................................................................  25
    Section 4.04  Right to Dissolve Trust......................................................................  26

ARTICLE V.        TRUSTEES.....................................................................................  26

    Section 5.01  Number of Trustees: Appointment of Co-Trustee................................................  26




                          TABLE OF CONTENTS (CONTINUED)



                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
    Section 5.02  Delaware Trustee.............................................................................  26
    Section 5.03  Property Trustee; Eligibility................................................................  27
    Section 5.04  Certain Qualifications of Administrative Trustees and Delaware Trustee Generally.............  28
    Section 5.05  Administrative Trustees......................................................................  28
    Section 5.06  Delaware Trustee.............................................................................  28
    Section 5.07  Appointment, Removal and Resignation of Trustees.............................................  28
    Section 5.08  Vacancies among Trustees.....................................................................  30
    Section 5.09  Effect of Vacancies..........................................................................  30
    Section 5.10  Meetings.....................................................................................  30
    Section 5.11  Delegation of Power..........................................................................  31
    Section 5.12  Merger, Conversion, Consolidation or Succession to Business..................................  31

ARTICLE VI.       DISTRIBUTIONS................................................................................  32

    Section 6.01  Distributions................................................................................  32

ARTICLE VII.      ISSUANCE OF SECURITIES.......................................................................  32

    Section 7.01  General Provisions Regarding Securities......................................................  32
    Section 7.02  Execution and Authentication.................................................................  32
    Section 7.03  Form and Dating..............................................................................  33
    Section 7.04  Registrar and Paying Agent...................................................................  34
    Section 7.05  Paying Agent to Hold Money in Trust..........................................................  35
    Section 7.06  Replacement Securities.......................................................................  35
    Section 7.07  Outstanding Preferred Securities.............................................................  35
    Section 7.08  Preferred Securities in Treasury.............................................................  36
    Section 7.09  Definitive Securities........................................................................  36
    Section 7.10  Cancellation.................................................................................  37
    Section 7.11  CUSIP Numbers................................................................................  37

ARTICLE VIII.     DISSOLUTION AND TERMINATION OF TRUST.........................................................  37

    Section 8.01  Dissolution and Termination of Trust.........................................................  37

ARTICLE IX.       TRANSFER OF INTERESTS........................................................................  38

    Section 9.01  Transfer of Securities.......................................................................  38
    Section 9.02  Transfer Procedures and Restrictions.........................................................  39
    Section 9.03  Deemed Security Holders......................................................................  41
    Section 9.04  Book Entry Interests.........................................................................  42
    Section 9.05  Notices to Clearing Agency...................................................................  42
    Section 9.06  Appointment of Successor Clearing Agency.....................................................  42




                          TABLE OF CONTENTS (CONTINUED)



                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
ARTICLE X.        LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................  43

    Section 10.01 Liability....................................................................................  43
    Section 10.02 Exculpation..................................................................................  43
    Section 10.03 Fiduciary Duty...............................................................................  43
    Section 10.04 Indemnification..............................................................................  44
    Section 10.05 Outside Businesses...........................................................................  47
    Section 10.06 Compensation; Fees...........................................................................  47

ARTICLE XI.       ACCOUNTING...................................................................................  48

    Section 11.01 Fiscal Year..................................................................................  48
    Section 11.02 Certain Accounting Matters...................................................................  48
    Section 11.03 Banking......................................................................................  48
    Section 11.04 Withholding..................................................................................  48

ARTICLE XII.      AMENDMENTS AND MEETINGS......................................................................  49

    Section 12.01 Amendments...................................................................................  49
    Section 12.02 Meetings of the Holders; Action by Written Consent...........................................  50

ARTICLE XIII.     REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE
                  TRUSTEE......................................................................................  52

    Section 13.01 Representations and Warranties of Property Trustee...........................................  52
    Section 13.02 Representations and Warranties of Delaware Trustee...........................................  52

ARTICLE XIV.      MISCELLANEOUS................................................................................  53

    Section 14.01 Notices......................................................................................  53
    Section 14.02 Governing Law................................................................................  54
    Section 14.03 Intention of the Parties.....................................................................  54
    Section 14.04 Headings.....................................................................................  55
    Section 14.05 Successors and Assigns.......................................................................  55
    Section 14.06 Partial Enforceability.......................................................................  55
    Section 14.07 Counterparts.................................................................................  55






                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
ANNEX I        TERMS OF SECURITIES............................................................................. I-1
EXHIBIT A-1    FORM OF PREFERRED SECURITY CERTIFICATE.......................................................... A-1
EXHIBIT A-2    FORM OF COMMON SECURITY CERTIFICATE............................................................. A2-1
EXHIBIT B      SPECIMEN OF DEBENTURE........................................................................... B-1
EXHIBIT C      AGENCY AGREEMENT................................................................................ C-1






Section of
Trust Indenture Act
of 1939, as amended                                                                Section of Declaration
- -------------------                                                                ----------------------
                                                                                
310(a)..........................................................................        5.3
310(b)..........................................................................        5.3(c), 5.3(d)
311(a)..........................................................................        2.2(b)
311(b...........................................................................          2(b)
312(a)..........................................................................        2.2(a)
312(b)..........................................................................        2.2(b)
313.............................................................................        2.3
314(a)..........................................................................        2.4; 3.6(j)
314(c)..........................................................................        2.5
315(a)..........................................................................        3.9
315(b)..........................................................................        2.7(a)
315(c)..........................................................................        3.9(a)
315(d)..........................................................................        3.9(b)
316(a)..........................................................................        2.6
316(c)..........................................................................        3.6(e)
317(a)..........................................................................        3.8(e); 3.8(h)
317(b)..........................................................................        3.8(i); 7.5


- ---------------
* This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.



                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                              R&G CAPITAL TRUST VI

                                November 30, 2004

      AMENDED AND RESTATED DECLARATION OF TRUST, including Annex I and all
exhibits attached hereto (this "Declaration"), dated and effective as of
November 30, 2004, by the Trustees (as defined herein), the Sponsor (as defined
herein) and by the holders, from time to time, of undivided beneficial interests
in the assets of the Trust to be issued pursuant to this Declaration;

      WHEREAS, the Trustees (other than the Property Trustee (as defined
herein)) and the Sponsor established R&G Capital Trust VI (the "Trust"), a trust
formed under the Statutory Trust Act (as defined herein) pursuant to a
Declaration of Trust dated as of September 10, 2004 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on September 10, 2004 (the "Certificate of Trust"), for
the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in certain Debentures of the Debenture Issuer (each as
hereinafter defined), and engaging in only those other activities that are
necessary or incidental thereto; and

      WHEREAS, prior to the date hereof, no interests in the Trust have been
issued; and

      WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend
and restate in its entirety each and every term and provision of the Original
Declaration;

      NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a statutory trust under the Statutory Trust Act and that this
Declaration constitute the governing instrument of such statutory trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the Holders (as defined herein), from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I.
                         INTERPRETATION AND DEFINITIONS

SECTION 1.01 DEFINITIONS.

      Unless the context otherwise requires:

      (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

      (b) a term defined anywhere in this Declaration has the same meaning
throughout;



      (c) all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

      (d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

      (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and

      (f) a reference to the singular includes the plural and vice versa.

      "Administrative Trustee" has the meaning set forth in Section 5.1(b).

      "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

      "Agency Agreement" means the Agency Agreement for the initial offering and
sale of Preferred Securities in the form of Exhibit C.

      "Agent" means any Paying Agent or Registrar.

      "Authorized Officer" of a Person means any other Person that is authorized
to legally bind such former Person.

      "Book Entry Interest" means a beneficial interest in a Global Certificate
registered in the name of a Clearing Agency or its nominee, ownership and
transfers of which shall be maintained and made through book entries by a
Clearing Agency as described in Section 9.4.

      "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in the cities of New York, New York, Wilmington,
Delaware or San Juan, Puerto Rico, are authorized or required by law or
executive order to close.

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Preferred Securities.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

      "Closing Time" means the "Closing Date" under the Agency Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such



specific section but also to any corresponding provision of any federal tax
statute enacted after the date of this Declaration, as such specific section or
corresponding provision is in effect on the date of application of the
provisions of this Declaration containing such reference.

      "Commission" means the United States Securities and Exchange Commission as
from time to time constituted, or if any time after the execution of this
Declaration such Commission is not existing and performing the duties now
assigned to it under applicable Federal securities laws, then the body
performing such duties at such time.

      "Common Securities" has the meaning specified in Section 7.1(a).

      "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

      "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Agreement is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

      "Covered Person" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

      "Debentures" means the 6.62% Junior Subordinated Deferrable Interest
Debentures due December 12, 2034 of the Debenture Issuer issued pursuant to the
Indenture.

      "Debenture Issuer" means R&G Financial Corporation, a Puerto Rico
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

      "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

      "Default" means an event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Definitive Preferred Securities" shall have the meaning set forth in
Section 7.3(c).

      "Delaware Trustee" has the meaning set forth in Section 5.2.

      "Direct Action" shall have the meaning set forth in Section 3.8(e).

      "Distribution" means a distribution payable to Holders in accordance with
Section 6.1.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

                                       3


      "Event of Default" in respect of the Securities means an Event of Default
(as defined in the Indenture) that has occurred and is continuing in respect of
the Debentures.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

      "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

      "Fiscal Year" has the meaning set forth in Section 11.1.

      "Global Preferred Security" has the meaning set forth in Section 7.3(a).

      "Holder" means a Person in whose name a Security is registered, such
Person being a beneficial owner within the meaning of the Statutory Trust Act;
provided, however, that in determining whether the Holders of the requisite
liquidation amount of Preferred Securities have voted on any matter provided for
in this Declaration, then for the purpose of such determination only (and not
for any other purpose hereunder), if the Preferred Securities remain in the form
of one or more Global Certificates, the term "Holders" shall mean the holder of
the Global Certificate acting at the direction of the Preferred Security
Beneficial Owners.

      "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

      "Indenture" means the Indenture dated, as of November 30, 2004, between
the Debenture Issuer and the Debenture Trustee, as amended or supplemented from
time to time.

      "Investment Company" means an investment company as defined in the
Investment Company Act.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

      "Investment Company Event" has the meaning set forth in Annex I.

      "Legal Action" has the meaning set forth in Section 3.6(g).

      "List of Holders" has the meaning set forth in Section 2.2(a).

      "Majority in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by any two of the following: the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Comptroller, the Secretary or an Assistant

                                       4


Secretary of such Person. Any Officers' Certificate delivered by the Trust shall
be signed by at least one Administrative Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

      (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

      (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

      (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

      (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

      "Opinion of Counsel" means a written opinion of counsel, who (except as
specifically provided to the contrary herein by reference to "independent
counsel") may be an employee of the Sponsor, and who shall be acceptable to the
Property Trustee.

      "Paying Agent" has the meaning specified in Section 7.4.

      "Payment Amount" has the meaning specified in Section 6.1.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

      "Preferred Securities" means the 6.62% Cumulative Trust Preferred
Securities.

      "Preferred Securities Guarantee" means the guarantee agreement dated as of
November 30, 2004 of the Sponsor in respect of the Preferred Securities.

      "Property Trustee" has the meaning set forth in Section 5.3(a).

      "Property Trustee Account" has the meaning set forth in Section 3.8(c)(i).

      "Prospectus" has the meaning set forth in Section 3.6(b)(i).

                                       5


      "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

      "Registrar" has the meaning set forth in Section 7.4.

      "Registration Statement" has the meaning set forth in Section 3.6(b)(i).

      "Regulatory Capital Event" has the meaning set forth in Annex I.

      "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

      "Responsible Officer" means any officer within the Corporate Trust Office
of the Property Trustee with direct responsibility for the administration of
this Declaration and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

      "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

      "Securities" or "Trust Securities" means the Common Securities and the
Preferred Securities.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Special Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

      "Sponsor" means R&G Financial Corporation, a Puerto Rico corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

      "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
Section 3801 et seq., as it may be amended from time to time, or any successor
legislation.

      "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b)(ii).

      "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

      "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

      "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

      "Tax Event" has the meaning set forth in Annex I.

      "10% in liquidation amount" means, with respect to the Trust Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require,

                                       6


Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount of all outstanding Securities of the
relevant class.

      "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

      "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue as a trustee in accordance
with the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

                                  ARTICLE II.
                               TRUST INDENTURE ACT

SECTION 2.01 TRUST INDENTURE ACT; APPLICATION.

      (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

      (b) The Property Trustee shall be the only Trustee which is a "trustee"
for the purposes of the Trust Indenture Act.

      (c) If and to the extent that any provision of this Declaration conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

      (d) The application of the Trust Indenture Act to this Declaration shall
not affect the Trust's classification as a grantor trust for United States
federal or Puerto Rico income tax purposes or the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.02 LISTS OF HOLDERS OF SECURITIES.

      (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 10 Business Days after each record date
for payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that the List of Holders does not differ from
the most recent List of Holders given to the Property

                                       7


Trustee by the Sponsor and the Administrative Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided that the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

      (b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.03 REPORTS BY THE PROPERTY TRUSTEE.

      On or before July 15 of each year, commencing July 15, 2005, the Property
Trustee shall provide to the Holders of the Preferred Securities such reports
dated as of such July 15 as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

SECTION 2.04 PERIODIC REPORTS TO PROPERTY TRUSTEE.

      Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314(a)(4) of the Trust
Indenture Act, such compliance certificate to be delivered annually on or before
120 days after the end of each fiscal year of the Sponsor. Delivery of such
documents, reports and information to the Property Trustee is for informational
purposes only and the Property Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Sponsor's compliance with any of
its covenants hereunder (as to which the Property Trustee is entitled to rely
exclusively on Officers' Certificates).

SECTION 2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

      Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.06 EVENTS OF DEFAULT; WAIVER.

      (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                                       8


            (i) is not waivable under the Indenture, the Event of Default under
the Declaration shall also not be waivable; or

            (ii) requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super Majority")
to be waived under the Indenture, the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

      The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

      (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

            (i) is not waivable under the Indenture, except where the Holders of
the Common Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(b), the Event of Default under
the Declaration shall also not be waivable; or

            (ii) requires the consent or vote of a Super Majority to be waived
under the Indenture, except where the Holders of the Common Securities are
deemed to have waived such Event of Default under the Declaration as provided
below in this Section 2.6(b), the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Common Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding; provided further, each Holder of Common Securities will be deemed
to have waived any such Event of Default and all Events of Default with respect
to the Common Securities and their consequences until Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the

                                       9


Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

      (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 2.07 EVENT OF DEFAULT; NOTICE.

      (a) The Property Trustee shall, within 90 days after the occurrence of a
Default (as such term is defined in the Indenture) actually known to a
Responsible Officer, transmit by mail, first class postage prepaid, to the
Holders of the Preferred Securities, the Administrative Trustees and the
Sponsor, notices of all Defaults with respect to the Securities actually known
to a Responsible Officer, unless such Defaults have been cured before the giving
of such notice; provided that, except for a default in the payment of principal
of or interest (including Compounded Interest and Additional Sums (as such terms
are defined in the Indenture) if any, on any of the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such notice
is in the interests of the Holders. The Sponsor and the Administrative Trustees
shall file annually with the Property Trustee a certification as to whether or
not they are in compliance with all the conditions and covenants applicable to
them under this Declaration.

      (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

            (i) a default under Sections 5.01(a) (other than the payment of
Compounded Interest and Additional Sums, each as defined in the Indenture) and
5.01(b) of the Indenture provided that the Property Trustee is the Paying Agent
under the Indenture; or

            (ii) any default as to which the Property Trustee shall have
received written notice at the corporate trust office of the Property Trustee
and such notice references the Preferred Securities and this Declaration or of
which a Responsible Officer charged with the administration of the Declaration
shall have actual knowledge.

                                       10


                                  ARTICLE III.
                                  ORGANIZATION

SECTION 3.01 NAME.

      The Trust is named "R&G Capital Trust VI" as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Delaware Trustee, the Property Trustee and the Holders. The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable
by the Administrative Trustees.

SECTION 3.02 OFFICE.

      The address of the principal office of the Trust is c/o R&G Financial
Corporation, 280 Jesus T. Pinero Avenue, San Juan, Puerto Rico 00918. On ten
Business Days written notice to the Delaware Trustee, the Property Trustee and
the Holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.03 PURPOSE.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities, (b) use the proceeds from the sale of the Securities to
acquire the Debentures, and (c) except as otherwise limited herein, to engage in
only those other activities that are necessary or incidental thereto. The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage or pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal or Puerto Rico income tax purposes as a
grantor trust.

      The Trust will be classified as a grantor trust for United States federal
and Puerto Rico income tax purposes, pursuant to which the owners of the
Preferred Securities and the Common Securities will be the owners of the Trust
for United States federal and Puerto Rico income tax purposes, and such owners
will include directly in their gross income the income, gain, deduction or loss
of the Trust as if the Trust did not exist. By the acceptance of this Trust,
none of the Trustees, the Sponsor or the Holders of the Securities will take any
position which is contrary to the classification of the Trust as a grantor trust
for United States federal or Puerto Rico income tax purposes.

SECTION 3.04 AUTHORITY.

      Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                                       11


SECTION 3.05 TITLE TO PROPERTY OF THE TRUST.

      Except as may be otherwise provided in this Declaration, legal title to
all assets of the Trust shall be vested in the Property Trustee for the benefit
of the Trust and the Holders. The Holders shall not have legal title to any part
of the assets of the Trust, but shall have an undivided beneficial interest in
the assets of the Trust.

SECTION 3.06 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

      The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in any of the following activities as
applicable:

      (a) to execute, enter into and deliver the Common Securities Subscription
Agreement and to execute, deliver, issue and sell the Securities in accordance
with this Declaration and pursuant to the Underwriting Agreement; provided,
however, that except as contemplated in Section 7.1(a), (i) the Trust may issue
no more than one series of Preferred Securities and no more than one series of
Common Securities, (ii) there shall be no interests in the Trust other than the
Securities, and (iii) the issuance of Securities shall be limited to a
simultaneous issuance of both the Preferred Securities and Common Securities at
the Closing Time;

      (b) in connection with the issuance and sale of the Preferred Securities,
to:

            (i) prepare and execute a Prospectus, along with any applicable
prospectus supplements thereto (the "Prospectus") in preliminary and final form
prepared by the Sponsor, in relation to the offering and sale of the Preferred
Securities and to execute and file with the Commission a registration statement
on Form S-3 (the "Registration Statement"), including any amendments thereto,
for the offering and sale of the Preferred Securities;

            (ii) execute and file any documents prepared by the Sponsor, or take
any acts as determined by the Sponsor to be necessary, in order to qualify or
register all or part of the Preferred Securities in any State in which the
Sponsor has determined to qualify or register such Preferred Securities for
sale;

            (iii) execute and file an application, prepared by the Sponsor, to
permit the Preferred Securities to trade or be quoted or listed in or on the
Nasdaq National Market or any other securities exchange or quotation system.

            (iv) execute and deliver letters, documents or instruments with DTC
and other Clearing Agencies relating to the Preferred Securities;

            (v) execute and file with the Commission a registration statement on
Form 8-A, including any amendments thereto, prepared by the Sponsor, relating to
the registration of the Preferred Securities under Section 12(b) or (g) of the
Exchange Act; and

            (vi) execute and enter into the Agency Agreement providing for the
sale of the Preferred Securities;

                                       12


      (c) to execute, enter into and deliver a Debenture Subscription Agreement,
if necessary, and to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;

      (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;

      (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

      (f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of this Declaration and the
Securities;

      (g) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal
Action;

      (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct the services that the Administrative Trustees have
authority to conduct directly and pay reasonable compensation for such services;

      (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

      (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

      (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

      (l) to act as, or appoint another Person to act as, Registrar for the
Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

      (m) to give prompt written notice to the Property Trustee and to Holders
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

      (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is

                                       13


necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

      (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

            (i) causing the Trust not to be deemed to be an Investment Company
required to be registered under the Investment Company Act;

            (ii) causing the Trust to be classified for United States federal or
Puerto Rico income tax purposes as a grantor trust or causing each Holder to be
treated as owning an undivided beneficial interest in the Debentures; and

            (iii) causing the interest payable on the Debentures to be
deductible for Puerto Rico income tax purposes;

            (iv) provided that such action does not adversely affect the
interest of the Holders;

      (p) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust; and

      (q) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

      The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

      Subject to this Section 3.6, the Administrative Trustees shall have none
of the powers or the authority of the Property Trustee set forth in Section 3.8.

      The Administrative Trustees may take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

      Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.07 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

      (a) The Trust shall not, and the Trustees (including the Property Trustee
and the Delaware Trustee) shall not, engage in any activity other than as
required or authorized by this Declaration. The Trust shall not:

                                       14


            (i) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders pursuant to the
terms of this Declaration and of the Securities;

            (ii) acquire any assets other than as expressly provided herein;

            (iii) possess Trust property for other than a Trust purpose;

            (iv) make any loans or incur any indebtedness other than loans
represented by the Debentures;

            (v) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Securities in any way whatsoever, except as
otherwise expressly provided herein;

            (vi) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Securities;

            (vii) other than as provided in this Declaration or Annex I, (A)
direct the time, method and place of conducting any proceeding with respect to
any remedy available to the Debenture Trustee, or exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (B) waive
any past default that is waivable under the Indenture or (C) exercise any right
to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable; or

            (viii) consent to any amendment, modification or termination of the
Indenture or the Debentures where such consent shall be required unless the
Trust shall have received (A) an opinion of tax counsel (who shall not be an
employee of the Sponsor or the Trust) experienced in such matters to the effect
that such amendment, modification or termination will not cause more than an
insubstantial risk that for United States federal or Puerto Rico income tax
purposes the Trust will not be classified as a grantor trust, and (B) an Opinion
of Counsel from a firm experienced in such matters, to the effect that the
amendment, modification or termination will not cause more than an insubstantial
risk that the Trust will be deemed to be an investment company required to be
registered under the Investment Company Act of 1940, as amended.

SECTION 3.08 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

      (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders. The
right, title and interest of the Property Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Property Trustee
in accordance with Section 5.7. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.

      (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

                                       15


      (c) The Property Trustee shall:

            (i) establish and maintain a segregated non-interest bearing trust
account (the "Property Trustee Account") in the name of and under the exclusive
control of the Property Trustee on behalf of the Holders and, upon the receipt
of payments of funds made in respect of the Debentures held by the Property
Trustee, deposit such funds into the Property Trustee Account and make payments
or cause the Paying Agent to make payments to the Holders from the Property
Trustee Account in accordance with Section 6.1. Funds in the Property Trustee
Account shall be held uninvested until disbursed in accordance with this
Declaration. The Property Trustee Account shall be an account that is maintained
with a banking institution the rating on whose long-term unsecured indebtedness
is rated in one of four highest rating categories by a "nationally recognized
statistical rating organization", as that term is defined for purposes of Rule
436(g)(2) under the Securities Act;

            (ii) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Trust Securities to the extent the
Debentures are redeemed or mature; and

            (iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the Securities, engage
in such ministerial activities as shall be necessary or appropriate to effect
the distribution of the Debentures to Holders upon the occurrence of certain
events set forth in Sections 2.7 and 8.1 hereof.

      (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
this Declaration and the Securities.

      (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act and if the
Property Trustee shall have failed to take such Legal Action following a written
request and offer of indemnity or security, satisfactory to the Property
Trustee, from the Holders, the Holders of the Preferred Securities may, to the
fullest extent permitted by law, take such Legal Action, to the same extent as
if such Holders of Preferred Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Preferred
Securities, without first proceeding against the Property Trustee or the Trust;
provided, however, that if an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay the
principal of or interest (including Compounded Interest and Additional Sums
(each as defined in Indenture), if any) on the Debentures on the date such
principal or interest (including Compounded Interest and Additional Sums, if
any) is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest
(including Compounded Interest and Additional Sums, if any), if any, on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the Holders of the Common Securities will be subrogated to the rights of
such Holder of Preferred Securities to the

                                       16


extent of any payment made by the Debenture Issuer to such Holder of Preferred
Securities in such Direct Action. If the Property Trustee fails to declare the
principal of all of the Debentures due and payable upon an Event of Default (as
defined in the Indenture), so long as the Property Trustee is holding the
Debentures on behalf of the Trust, the Holders of at least 25% in liquidation
amount of the Preferred Securities then outstanding will have the right to
declare the Debentures immediately due and payable. Except as provided in this
Section 3.8(e), the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

      (f) The Property Trustee shall not resign as a Trustee unless either:

            (i) the Trust has been completely liquidated and the proceeds of the
liquidation distributed to the Holders pursuant to the terms of the Securities;
or

            (ii) a successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.7 (a "Successor Property
Trustee").

      (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer occurs and is
continuing, the Property Trustee shall, for the benefit of Holders, enforce its
rights, including without limitation, its rights under the Indenture as holder
of the Debentures, subject to the rights of the Holders pursuant to the terms of
such Securities.

      (h) The Property Trustee shall be authorized to undertake any actions set
forth in Section 317(a) of the Trust Indenture Act.

      (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with Section 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is so acting as Paying Agent.

      (j) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

      Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3 and (ii) the
Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

                                       17


SECTION 3.09 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

      (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and in the Securities and no implied covenants shall be read into
this Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer has actual knowledge, the Property Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

      (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

            (i) prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Property Trustee shall
be determined solely by the express provisions of this Declaration and in the
Securities and the Property Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Declaration and in the Securities, and no implied covenants or obligations shall
be read into this Declaration or the Securities against the Property Trustee;
and

                  (B) in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Property Trustee and conforming to the
requirements of this Declaration; provided, however, that in the case of any
such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Property Trustee, the Property Trustee shall be
under a duty to examine the same to determine whether or not they conform to the
requirements of this Declaration (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein);

            (ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Property Trustee was negligent in ascertaining the pertinent facts upon
which such judgment was made;

            (iii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in liquidation amount of
the Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under this Declaration;

            (iv) no provision of this Declaration shall require the Property
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if it shall have reasonable

                                       18


grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Declaration or indemnity
reasonably satisfactory to the Property Trustee against such risk or liability
is not reasonably assured to it;

            (v) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and the Property
Trustee Account shall be to deal with such property in a similar manner as the
Property Trustee deals with similar property for its own account, subject to the
protections and limitations on liability afforded to the Property Trustee under
this Declaration and the Trust Indenture Act;

            (vi) the Property Trustee shall have no duty or liability for or
with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

            (vii) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree in writing with the
Sponsor. Money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Property Trustee Account maintained
by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law;

            (viii) the Property Trustee shall not be responsible for monitoring
the compliance by the Administrative Trustees or the Sponsor with their
respective duties under this Declaration, nor shall the Property Trustee be
liable for any act, omission, default or misconduct of the Administrative
Trustees or the Sponsor; and

            (ix) the Property Trustee shall not be deemed to have notice of any
Event of Default unless a Responsible Officer of the Property Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Property Trustee at the Corporate Trust Office of the
Property Trustee.

SECTION 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      (a) Subject to the provisions of Section 3.9:

            (i) the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, opinion of counsel,
direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties;

            (ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration may be sufficiently evidenced by an
Officers' Certificate;

            (iii) whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and conclusively rely upon an

                                       19


Officers' Certificate which, upon receipt of such request, shall be promptly
delivered by the Sponsor or the Administrative Trustees;

            (iv) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or registration thereof;

            (v) the Property Trustee may consult with counsel or other experts
of its selection and the advice or opinion of such counsel and experts with
respect to legal matters or advice within the scope of such experts' area of
expertise shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be counsel to the
Sponsor or any of its Affiliates, and may include any of its employees. The
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

            (vi) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request or
direction of any Holder, unless such Holder shall have provided to the Property
Trustee security or indemnity, reasonably satisfactory to the Property Trustee,
against the costs, expenses (including reasonable attorneys' fees and expenses
and the expenses of the Property Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
Property Trustee; provided that, nothing contained in this Section 3.10(a)(vi)
shall be taken to relieve the Property Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested in it by
this Declaration;

            (vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Property Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Property Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Trust, personally or by agent or attorney at the sole cost of the Sponsor
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

            (viii) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, custodians, nominees or attorneys and the Property Trustee shall not be
responsible for any misconduct or negligence on the part of any agent,
custodian, nominee or attorney appointed with due care by it hereunder;

            (ix) any authorized or required action taken by the Property Trustee
or its agents hereunder shall bind the Trust and the Holders, and the signature
of the Property Trustee or its agents alone shall be sufficient and effective to
perform any such action and no third party shall be required to inquire as to
the authority of the Property Trustee to so act or as to its

                                       20


compliance with any of the terms and provisions of this Declaration, both of
which shall be conclusively evidenced by the Property Trustee's or its agent's
taking such action;

            (x) whenever in the administration of this Declaration the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders which instructions may
only be given by the Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received and (iii) shall be protected in conclusively relying
on or acting in or accordance with such instructions;

            (xi) except as otherwise expressly provided by this Declaration, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Declaration;

            (xii) the Property Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith, without negligence, and
reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Declaration;

            (xiii) the rights, privileges, protections, immunities and benefits
given to the Property Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Property Trustee
in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder; and

            (xiv) If no Event of Default has occurred and is continuing and the
Property Trustee is required to decide between alternative causes of action,
construe ambiguous provisions in this Declaration or is unsure of the
application of any provision of this Declaration, and the matter is not one on
which the Holders are, under this Declaration, entitled to vote, then the
Property Trustee may take the action as is directed by, and, if not so directed,
may take action as it deems advisable and in the best interests of, the Holders
and will have no liability except for its own bad faith, negligence or willful
misconduct.

      (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

SECTION 3.11 DELAWARE TRUSTEE.

      Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees or the Property Trustee described in this Declaration,
or any other duties or responsibilities except as expressly stated in this
Section 3.11. Except as set forth in Section 5.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust

                                       21


Act; provided that, the Delaware Trustee shall have the power and authority and
is hereby authorized to execute and file with the Secretary of State of the
State of Delaware any certificate required to be filed under the Statutory Trust
Act, except as provided in Section 8.1(b). In the event the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section
3.9(b)(ii)-(viii) and Section 3.10. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

SECTION 3.12 EXECUTION OF DOCUMENTS.

      Except as otherwise required by the Statutory Trust Act or this
Declaration, each Administrative Trustee, individually, is authorized to execute
on behalf of the Trust any documents that the Administrative Trustees have the
power and authority to execute pursuant to Section 3.6; provided that the
Registration Statement, including any amendments thereto, shall be signed by all
of the Administrative Trustees.

SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Debentures or the Securities.

SECTION 3.14 DURATION OF TRUST.

      The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall continue without dissolution until December 12, 2034.

SECTION 3.15 MERGERS.

      (a) The Trust may not merge with or into, consolidate, amalgamate or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) of this Declaration or Sections 3 and 4 of Annex I.

      (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided that:

            (i) such successor entity (the "Successor Entity") either:

                  (A) expressly assumes all of the obligations of the Trust
under the Securities; or

                                       22


                  (B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor Securities") so
long as the Successor Securities rank the same as the Securities rank with
respect to Distributions and payments upon liquidation, redemption and
otherwise;

            (ii) the Sponsor expressly appoints a trustee of the Successor
Entity that possesses the same powers and duties as the Property Trustee as the
holder of the Debentures;

            (iii) the Preferred Securities or the Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with another organization on
which the Preferred Securities are then listed or quoted, if any;

            (iv) if the Preferred Securities (including any Successor
Securities) are rated by any nationally recognized statistical rating
organization prior to such transaction, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities), or if the Debentures
are so rated, the Debentures, to be downgraded by any nationally recognized
statistical rating organization;

            (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders (including the holders of any Successor
Securities) in any material respect (other than with respect to any dilution of
such Holders' interests in the new entity);

            (vi) such Successor Entity has a purpose substantially identical to
that of the Trust;

            (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an opinion
of an independent counsel to the Trust (who shall not be an employee of the
Sponsor or the Trust) experienced in such matters to the effect that:

                  (A) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including the holders of any
Successor Securities) in any material respect (other than with respect to any
dilution of the Holders' interest in the new entity);

                  (B) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
the Successor Entity will be required to register as an Investment Company; and

                  (C) the Trust will continue to be, or the Successor
Entity will be, classified as a grantor trust for United States federal and
Puerto Rico income tax purposes;

            (viii) the Sponsor or any permitted successor or assignee owns all
of the common securities of such Successor Entity and guarantees the obligations
of such Successor Entity under the Successor Securities at least to the extent
provided by the Preferred Securities Guarantee; and

                                       23


            (ix) there shall have been furnished to the Property Trustee an
Officer's Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent in this Declaration to such transaction have been
satisfied.

      (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to, any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the Successor Entity not
to be classified as a grantor trust for United States federal or Puerto Rico
income tax purposes.

SECTION 3.16 PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

      (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount Securities, such portion of the liquidation amount as
may be specified in the terms of such Securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding; and

      (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

      Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                       24


                                   ARTICLE IV.
                                     SPONSOR

SECTION 4.01 SPONSOR'S PURCHASE OF COMMON SECURITIES.

      At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount equal to at least 3% of the
total capital of the Trust, at the same time as the Preferred Securities are
issued and sold.

SECTION 4.02 RESPONSIBILITIES OF THE SPONSOR.

      In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

      (a) to prepare the Prospectus in preliminary and final form, and to
prepare and file the Registration Statement and any other necessary documents
with the Commission, including any amendments thereto and to pay any
registration fees in connection therewith;

      (b) to determine the States in which to take appropriate action to qualify
or register for sale all or part of the Preferred Securities and to do any and
all such acts, other than actions which must be taken by the Trust, and advise
the Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such States;

      (c) if deemed necessary or advisable by the Sponsor, to prepare for filing
by the Trust an application to permit the Preferred Securities to trade or be
quoted or listed in or on the National Market System or any other securities
exchange or quotation system;

      (d) to prepare for filing by the Trust with the Commission a registration
statement on Form 8-A, including any amendments thereto, relating to the
registration of the Preferred Securities under Section 12(b) or (g) of the
Exchange Act; and

      (e) to negotiate the terms of the Underwriting Agreement providing for the
sale of the Preferred Securities.

SECTION 4.03 RIGHT TO PROCEED.

      The Sponsor acknowledges the rights of the Holders of Preferred Securities
under Section 3.8(e) of the Declaration and Section 5(b) of Annex I, in the
event that a failure of the Trust to pay Distributions on the Preferred
Securities is attributable to the failure of the Debenture Issuer to pay
interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures and the Sponsor irrevocably waives any right or remedy to require
that any such Holder take any action against the Trust or any other Person
before proceeding against the Sponsor.

                                       25


SECTION 4.04 RIGHT TO DISSOLVE TRUST

      The Sponsor will have the right to any time to dissolve the Trust and
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holder of Preferred Securities to recognize gain or loss for United States
federal or Puerto Rico income tax purposes and (ii) all required regulatory
approvals.

                                   ARTICLE V.
                                    TRUSTEES

SECTION 5.01 NUMBER OF TRUSTEES: APPOINTMENT OF CO-TRUSTEE.

      The number of Trustees initially shall be five (5), and:

      (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

      (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2); provided further that (1) one Trustee shall
satisfy the requirements of the Delaware Trustee pursuant to Section 5.2; (2)
there shall be at least one Trustee who is an officer of the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust's property may at the time be
located, the Holders of a Majority in liquidation amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Declaration. In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

SECTION 5.02 DELAWARE TRUSTEE.

      If required by the Statutory Trust Act, one Trustee (the "Delaware
Trustee") shall be:

      (a) a natural person who is a resident of the State of Delaware; or

      (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
Section 3807(a) of the Statutory

                                       26


Trust Act and any other applicable law, provided that, if the Property Trustee
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable law, then the Property Trustee shall also be the
Delaware Trustee, the Person theretofore serving as Delaware Trustee (if other
than the Property Trustee) automatically shall cease to be a Trustee, the
Property Trustee promptly shall provide to the Person theretofore serving as
Delaware Trustee written notice of the same (in relying on which the Person
theretofore serving as Delaware Trustee shall be fully justified and protected),
the number of Trustees automatically shall be reduced by one (1), the Property
Trustee promptly shall cause the certificate of trust of the Trust to be amended
as necessary, and Section 3.11 shall have no application.

SECTION 5.03 PROPERTY TRUSTEE; ELIGIBILITY.

      (a) There shall at all times be one Trustee (the "Property Trustee") which
shall act as Property Trustee which shall:

            (i) not be an Affiliate of the Sponsor; and

            (ii) be a corporation organized and doing business under the laws of
the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Commission to
act as an institutional trustee under the Trust Indenture Act, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this Section 5.3(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

      (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.7(c).

      (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

      (d) The Preferred Securities Guarantee and the Indenture shall be deemed
to be specifically described in this Declaration for purposes of clause

            (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

      (e) The initial Property Trustee shall be:

            Wilmington Trust Company
            Rodney Square North

                                       27


            1100 North Market Street
            Wilmington, Delaware 19890
            Attention:  Corporate Trust Administration

SECTION 5.04 CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
             TRUSTEE GENERALLY.

      Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

SECTION 5.05 ADMINISTRATIVE TRUSTEES.

      The initial Administrative Trustees shall be:

            Victor J. Galan
            Joseph R. Sandoval

      (a) Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

      (b) An Administrative Trustee shall have the authority set forth in
Section 3.12 to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6; provided that the Registration Statement,
including any amendment thereto, shall be signed by all of the Administrative
Trustees.

      (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

SECTION 5.06 DELAWARE TRUSTEE.

      The initial Delaware Trustee shall be:

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Attention:  Corporate Trust Administration

SECTION 5.07 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

      (a) Subject to Section 5.7(b) of this Declaration and to Section 6(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:

                                       28


            (i) until the issuance of any Securities, by written instrument
executed by the Sponsor;

            (ii) unless an Event of Default shall have occurred and be
continuing after the issuance of any Securities, by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; and

            (iii) if an Event of Default shall have occurred and be continuing
after the issuance of the Securities, with respect to the Property Trustee or
the Delaware Trustee, by vote of Holders of a Majority in liquidation amount of
the Preferred Securities voting as a class at a meeting of Holders of the
Preferred Securities.

      (b)   (i) The Trustee that acts as Property Trustee shall not be removed
            in accordance with Section 5.7(a) until a Successor Property Trustee
            has been appointed and has accepted such appointment by written
            instrument executed by such Successor Property Trustee and delivered
            to the Administrative Trustees and the Sponsor; and

            (ii) the Trustee that acts as Delaware Trustee shall not be removed
in accordance with this Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Administrative Trustees and the Sponsor.

      (c) A Trustee appointed to office shall hold office until its or his
successor shall have been appointed or until his death or its dissolution, or
until his or its removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

            (i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

                  (A) until a Successor Property Trustee has been appointed and
has accepted such appointment by instrument executed by such Successor Property
Trustee and delivered to the Trust, the Sponsor and the resigning Property
Trustee; or

                  (B) until the assets of the Trust have been completely
liquidated and the proceeds thereof distributed to the Holders; and

            (ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Delaware Trustee and delivered to the Trust, the Sponsor and the resigning
Delaware Trustee.

      (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred

                                       29


Securities shall use their best efforts to promptly appoint a Successor Delaware
Trustee or Successor Property Trustee, as the case may be, if the Property
Trustee or the Delaware Trustee delivers an instrument of resignation in
accordance with this Section 5.7.

      (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.7
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may, at the expense of the Sponsor, petition any court of competent jurisdiction
for appointment of a Successor Property Trustee or Successor Delaware Trustee,
as applicable. Such court may thereupon, after prescribing such notice, if any,
as it may deem proper, and appoint a Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

      (f) No Property Trustee or Delaware Trustee shall be liable for the acts
or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

      (g) At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Debenture Issuer shall pay to such Trustee any amounts
that may be owed to such Trustee pursuant to Section 10.4.

      (h) Any successor to an Administrative Trustee shall be an officer,
director, employee or Affiliate of the Sponsor.

SECTION 5.08 VACANCIES AMONG TRUSTEES.

      If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1 or Section 5.2, or if the number
of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.09 EFFECT OF VACANCIES.

      The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

SECTION 5.10 MEETINGS.

      If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees,
provided, however, that meetings of the Administrative Trustees shall

                                       30


not be held in any jurisdiction which would subject the Trust to taxation under
the laws of such jurisdiction. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 24 hours before such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting and without notice by the unanimous
written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11 DELEGATION OF POWER.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

      (b) the Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee or the Delaware Trustee that is
not a natural person, as the case may be, may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                       31


                                   ARTICLE VI.
                                  DISTRIBUTIONS

SECTION 6.01 DISTRIBUTIONS.

      Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. Distributions shall be made on the
Preferred Securities and the Common Securities in accordance with the
preferences set forth in their respective terms. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest and
Additional Sums, each as defined in the Indenture) or principal on the
Debentures held by the Property Trustee or any other payments with respect to
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.

                                  ARTICLE VII.
                             ISSUANCE OF SECURITIES

SECTION 7.01 GENERAL PROVISIONS REGARDING SECURITIES.

      (a) The Administrative Trustees shall on behalf of the Trust issue one
class of capital securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the Trust
Securities.

      (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

      (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust.

      (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration and the terms of the Securities, the Preferred
Securities Guarantee, the Indenture and the Debentures.

SECTION 7.02 EXECUTION AND AUTHENTICATION.

      (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. In case any
Administrative Trustee of the Trust who shall have signed any of the Securities
shall cease to be such Administrative Trustee before the Securities so signed
shall be delivered by the Trust, such Securities nevertheless may be delivered
as though the person who signed such Securities had not ceased to be such
Administrative Trustee; and any Securities may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Administrative Trustees of the

                                       32


Trust, although at the date of the execution and delivery of the Declaration any
such person was not such an Administrative Trustee.

      (b) One Administrative Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by the
Administrative Trustees, such signature shall, in the case of Common Securities,
be a manual signature.

      A Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Declaration.

      Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Preferred Securities for original
issue. The aggregate number of Preferred Securities outstanding at any time
shall not exceed the number set forth in the terms in Annex I hereto except as
provided in Section 7.6.

      The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate.

SECTION 7.03 FORM AND DATING.

      The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Declaration.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by their execution thereof. The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange rule, agreements to which the Trust is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Trust). The Trust at the direction of the Sponsor shall furnish any such
legend to the Property Trustee in writing. Each Preferred Security shall be
dated the date of its authentication. The terms and provisions of the Securities
set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and
A-2 are part of the terms of this Declaration and to the extent applicable, the
Property Trustee and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.

      (a) Global Securities. The Preferred Securities shall be issued in the
form of one or more permanent global Securities in definitive, fully registered
form without distribution coupons as set forth in Exhibit A-1 hereto (a "Global
Preferred Security"), which shall be deposited on behalf of the purchasers of
the Preferred Securities represented thereby with the Property Trustee, as
custodian for the Clearing Agency, and registered in the name of the Clearing
Agency or a nominee of the Clearing Agency, duly executed by the Trust and
authenticated by the Property Trustee as hereinafter provided. The number of
Preferred

                                       33


Securities represented by a Global Preferred Security may from time to time be
increased or decreased by adjustments made on the records of the Property
Trustee and the Clearing Agency or its nominee as hereinafter provided.

      (b) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
Global Preferred Securities and such other Preferred Securities in global form
as may be authorized by the Trust to be deposited with or on behalf of the
Clearing Agency.

      The Trust shall execute and the Property Trustee shall, in accordance with
this Section 7.3, authenticate and make available for delivery initially one or
more Global Preferred Securities that (i) shall be registered in the name of
Cede & Co. or other nominee of such Clearing Agency and (ii) shall be delivered
by the Property Trustee to such Clearing Agency or pursuant to such Clearing
Agency's written instructions or held by the Property Trustee as custodian for
the Clearing Agency.

      Members of, or participants in, the Clearing Agency ("Participants") shall
have no rights under this Declaration with respect to any Global Preferred
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Preferred Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Preferred Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the rights
of a holder of a beneficial interest in any Global Preferred Security.

      (c) Definitive Preferred Securities. Except as provided in Section 7.9 or
9.2(d), owners of beneficial interests in a Global Preferred Security will not
be entitled to receive physical delivery of certificated Preferred Securities
("Definitive Preferred Securities").

      (d) Authorized Denominations. The Preferred Securities are issuable only
in denominations of $25.00 and any integral multiple thereof.

SECTION 7.04 REGISTRAR AND PAYING AGENT.

      The Trust shall maintain in Wilmington, Delaware, (i) an office or agency
where Preferred Securities may be presented for registration of transfer
("Registrar") and (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Preferred Securities and of their transfer. The Administrative Trustees on
behalf of the Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars and one or more additional paying agents in
such other locations as it shall determine. The term "Registrar" includes any
additional registrar and "Paying Agent" includes any additional paying agent.
The Administrative Trustees on behalf of the Trust may change any Paying Agent,
Registrar or co-registrar without prior notice to any Holder. The Paying Agent
or Registrar shall be permitted to resign as Paying Agent or Registrar, as the
case may be, upon 30 days' written notice to the Administrative Trustees. The

                                       34


Administrative Trustees on behalf of the Trust shall notify the Property Trustee
of the name and address of any Agent not a party to this Declaration. If the
Administrative Trustees on behalf of the Trust fails to appoint or maintain
another entity as Registrar or Paying Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent or Registrar.
The Property Trustee shall act as Paying Agent and Registrar for the Common
Securities.

      The Trust initially appoints the Property Trustee as Registrar and Paying
Agent for the Preferred Securities.

SECTION 7.05 PAYING AGENT TO HOLD MONEY IN TRUST.

      The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions, and will notify the Property
Trustee if there are insufficient funds for such purpose. While any such
insufficiency continues, the Property Trustee may require a Paying Agent to pay
all money held by it to the Property Trustee. The Trust at any time may require
a Paying Agent to pay all money held by it to the Property Trustee and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the monies previously held by it. If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.06 REPLACEMENT SECURITIES.

      If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Preferred Securities to the Property Trustee, the
Trust shall issue and the Property Trustee shall, upon written order of the
Trust, authenticate a replacement Security if the Property Trustee's and the
Trust's requirements, as the case may be, are met. An indemnity bond must be
provided by the Holder which, in the judgment of the Property Trustee, is
sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Trust may charge such Holder for its expenses in replacing a Security.

SECTION 7.07 OUTSTANDING PREFERRED SECURITIES.

      The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation and those described in this Section
as not outstanding.

      If a Preferred Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Preferred Security
is held by a protected purchaser.

      If Preferred Securities are considered paid in full in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

                                       35


      Except as provided in Section 7.8, a Preferred Security does not cease to
be outstanding because one of the Trust, the Sponsor or an Affiliate of the
Sponsor holds the Security.

SECTION 7.08 PREFERRED SECURITIES IN TREASURY.

      In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Preferred Securities owned
by the Trust, the Sponsor or an Affiliate of the Sponsor, as the case may be,
shall be disregarded and deemed not to be outstanding, except that for the
purposes of determining whether the Property Trustee shall be fully protected in
relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Property Trustee actually knows are so owned shall be
so disregarded.

SECTION 7.09 DEFINITIVE SECURITIES.

      (a) A Global Preferred Security deposited with the Clearing Agency or with
the Property Trustee as custodian for the Clearing Agency pursuant to Section
7.3 shall be transferred to the beneficial owners thereof in the form of
Definitive Preferred Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Sponsor that it is unwilling or unable
to continue as Clearing Agency for such Global Preferred Security or if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act and a clearing agency is not appointed by the Sponsor within 90
days of such notice, (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the Trust at its sole discretion elects to cause the
issuance of Definitive Preferred Securities.

      (b) Any Global Preferred Security that is transferable to the beneficial
owners thereof in the form of Definitive Preferred Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
located in Wilmington, Delaware, to be so transferred, in whole or from time to
time in part, without charge, and the Property Trustee shall authenticate and
make available for delivery, upon such transfer of each portion of such Global
Preferred Security, an equal aggregate liquidation amount of Preferred
Securities of authorized denominations in the form of certificated Preferred
Securities. Any portion of a Global Preferred Security so transferred pursuant
to this Section 7.9(b) shall be registered in such names as the Clearing Agency
shall direct.

      (c) Subject to the provisions of Section 7.9(b), the Holder of a Global
Preferred Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this Declaration
or the Securities.

      (d) In the event of the occurrence of any of the events specified in
Section 7.9(a), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Preferred Securities in fully registered form
without distribution coupons.

      (e) Payments on the Preferred Securities that are not held by the
Depositary will be made by check mailed to the address of the holder certified
thereto at the address which appears on the register.

                                       36


SECTION 7.10 CANCELLATION.

      The Registrar at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Property Trustee any Preferred Securities surrendered to them for registration
of transfer, redemption, or payment. The Property Trustee shall promptly cancel
all Preferred Securities, surrendered for registration of transfer, redemption,
payment, replacement or cancellation and shall dispose of canceled Preferred
Securities in accordance with its customary procedures unless the Trust
otherwise directs. The Trust may not issue new Preferred Securities to replace
Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation.

SECTION 7.11 CUSIP NUMBERS.

      The Trust in issuing the Preferred Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Preferred
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Preferred
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                  ARTICLE VIII.
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 8.01 DISSOLUTION AND TERMINATION OF TRUST.

      (a) The Trust shall automatically dissolve and be wound up in accordance
with applicable law:

            (i) upon the occurrence of an Event of Default with respect to the
Sponsor as described in Section 5.01(d) or (e) of the Indenture;

            (ii) upon the filing of a certificate of dissolution or liquidation
or its equivalent with respect to the Sponsor; or the revocation of the
Sponsor's charter and the expiration of 90 days after the date of revocation
without a reinstatement thereof;

            (iii) based upon an election by the Sponsor to dissolve the Trust,
following the distribution of the Debentures from the Trust to the Holders in
exchange for all of the Securities, provided, that the Property Trustee has
received written notice from the Sponsor directing the Property Trustee to
dissolve the Trust (which election is optional, and except as otherwise
expressly provided below, within the discretion of the Sponsor), and provided,
further, that such direction and such distribution is conditioned on (a) the
receipt by the Sponsor of any and all required regulatory approvals, and (b) the
Sponsor's receipt and delivery to the Administrative Trustees of an opinion of
independent tax counsel experienced in such matters (who shall not be an
employee of the Sponsor or the Trust) to the effect that the Holders of the
Preferred Securities will not recognize any gain or loss for United States
federal or Puerto Rico income tax purposes as a result of the dissolution of the
Trust and the distribution of Debentures;

                                       37


            (iv) upon the entry of a decree of judicial dissolution of the
Sponsor or the Trust by a court of competent jurisdiction;

            (v) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to the
Holders in accordance with the terms of the Securities;

            (vi) upon redemption or repayment of the Debentures or at such time
as no Debentures are outstanding; or;

            (vii) the expiration of the term of the Trust provided in Section
3.14.

      (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a), but within 30 days of such event, notice of such dissolution
shall be given to the Holders and upon completion of the winding up of Trust,
the Administrative Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware and the Trust shall terminate.

      (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX.
                              TRANSFER OF INTERESTS

SECTION 9.01 TRANSFER OF SECURITIES.

      (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in the terms of
the Securities. To the fullest extent permitted by applicable law, any transfer
or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

      (b) The Administrative Trustees shall provide for the registration of
Preferred Securities and of the transfer of Preferred Securities, which will be
effected without charge but only upon payment (with such indemnity as the
Administrative Trustees may require) in respect of any tax or other governmental
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Preferred Securities, the Administrative Trustees shall cause
one or more new Preferred Securities to be issued in the name of the designated
transferee or transferees. Every Preferred Security surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Administrative Trustees and the Registrar or co-registrar,
duly executed by the Holder or such Holder's attorney duly authorized in
writing. Each Preferred Security surrendered for registration of transfer shall
be canceled by the Property Trustee. A transferee of a Preferred Security shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Preferred Security. By acceptance of a
Preferred Security, each transferee shall be bound by this Declaration.

      (c) The Holder of the Common Securities may not transfer the Common
Securities except (a) in connection with transactions permitted under Section
10.01 of the Indenture, or (b)

                                       38


to the Sponsor or an Affiliate thereof in compliance with applicable law
(including the Securities Act and applicable state securities and blue sky
laws); provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of qualified independent counsel
experienced in such matters that such transfer would not cause more than an
insubstantial risk that:

            (i) the Trust would not be classified for United States federal or
Puerto Rico income tax purposes as a grantor trust and each Holder of Securities
would not be treated as owning an undivided beneficial interest in the
Debentures; and

            (ii) the Trustee would be an Investment Company or the transferee
would become an Investment Company.

      To the fullest extent permitted by law, any attempted transfer of the
Common Securities other than as set forth in the immediately preceding sentence
shall be void. For so long as the Trust Securities remain outstanding, the
Sponsor will covenant (i) to directly or indirectly maintain 100% direct or
indirect ownership of the Common Securities of the Trust; provided, however,
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of such Common Securities, (ii) to use its reasonable
efforts to cause the Trust (a) to remain a statutory trust, except in connection
with the distribution of Debentures to the Holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities, or
certain mergers, consolidations or amalgamations, each as permitted by this
Declaration, and (b) to otherwise continue to be classified as a grantor trust
for United States federal or Puerto Rico income tax purposes and (iii) to use
its reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Debentures.

SECTION 9.02 TRANSFER PROCEDURES AND RESTRICTIONS.

      (a) Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar or co-registrar
(x) to register the transfer of such Definitive Preferred Securities; or (y) to
exchange such Definitive Preferred Securities which became mutilated, destroyed,
defaced, stolen or lost, for an equal number of Definitive Preferred Securities,
the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Preferred Securities surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the
Administrative Trustees and the Registrar or co-registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing;

      (b) Transfer and Exchange of Global Preferred Securities. The transfer and
exchange of Global Preferred Securities or beneficial interests therein shall be
effected through the Clearing Agency, in accordance with this Declaration
(including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Clearing Agency therefor.

      (c) Restrictions on Transfer and Exchange of Global Preferred Securities.
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in

                                       39


this Section 9.2 and subsection (a) of Section 7.9), a Global Preferred Security
may not be transferred as a whole except by the Clearing Agency to a nominee of
the Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.

      (d) Authentication of Definitive Preferred Securities. If at any time:

            (i) the Clearing Agency notifies the Sponsor that it is unwilling or
unable to continue as Clearing Agency for such Global Preferred Security or if
at any time such Clearing Agency ceases to be a "clearing agency" registered
under the Exchange Act and a clearing agency is not appointed by the Sponsor
within 90 days of such notice;

            (ii) there occurs a Default or an Event of Default which is
continuing, or

            (iii) the Trust (by the Administrative Trustees), in its sole
discretion, notifies the Property Trustee in writing that it elects to cause the
issuance of Definitive Preferred Securities under this Declaration, then an
Administrative Trustee on behalf of the Trust will execute, and the Property
Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the authentication and delivery of Definitive
Preferred Securities to the Persons designated by the Trust, will authenticate
and make available for delivery Definitive Preferred Securities, equal in number
to the number of Preferred Securities represented by the Global Preferred
Securities, in exchange for such Global Preferred Securities.

      (e) Cancellation or Adjustment of Global Preferred Security. At such time
as all beneficial interests in a Global Preferred Security have either been
exchanged for Definitive Preferred Securities to the extent permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Preferred Security shall be canceled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Preferred Security is exchanged for Definitive Preferred
Securities, Preferred Securities represented by such Global Preferred Security
shall be reduced and an adjustment shall be made on the books and records of the
Clearing Agency and the Registrar, to reflect such reduction.

      (f) Obligations with Respect to Transfers of Preferred Securities.

            (i) To permit registrations of transfers, an Administrative Trustee
on behalf of the Trust shall execute and the Property Trustee shall authenticate
Definitive Preferred Securities and Global Preferred Securities at the
Registrar's or co-registrar's request in accordance with the terms of this
Declaration.

            (ii) Registrations of transfers will be effected without charge, but
only upon payment (with such indemnity as the Trust or the Sponsor may require)
in respect of any tax or other governmental charge that may be imposed in
relation to it.

            (iii) The Registrar or co-registrar shall not be required to
register the transfer of (a) Preferred Securities during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Preferred Securities for redemption and
ending at the close of business on the day of such mailing; or (b) any Preferred

                                       40


Security so selected for redemption in whole or in part, except the unredeemed
portion of any Preferred Security being redeemed in part.

            (iv) Prior to the due presentation for registration of transfer of
any Preferred Security, the Trust, the Property Trustee, the Paying Agent, the
Registrar or any co-registrar may deem and treat the Person in whose name a
Preferred Security is registered as the absolute owner of such Preferred
Security for the purpose of receiving Distributions on such Preferred Security
(subject to Section 2(c) of Annex I) and for all other purposes whatsoever, and
none of the Trust, the Property Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary.

            (v) All Preferred Securities issued upon any registration of
transfer pursuant to the terms of this Declaration shall evidence the same
security and shall be entitled to the same benefits under this Declaration as
the Preferred Securities surrendered upon such registration of transfer.

      (g) No Obligation of the Property Trustee.

            (i) The Property Trustee shall have no responsibility or obligation
to any beneficial owner of a Global Preferred Security, a Clearing Agency
Participant in the Clearing Agency or other Person with respect to the accuracy
of the records of the Clearing Agency or its nominee or of any Clearing Agency
Participant thereof, with respect to any ownership interest in the Preferred
Securities or with respect to the delivery to any Clearing Agency Participant,
beneficial owner or other Person (other than the Clearing Agency) of any notice
(including any notice of redemption) or the payment of any amount, under or with
respect to such Preferred Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Preferred
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Clearing Agency or its nominee in the case of a
Global Preferred Security). The rights of beneficial owners in any Global
Preferred Security shall be exercised only through the Clearing Agency subject
to the applicable rules and procedures of the Clearing Agency. The Property
Trustee may conclusively rely and shall be fully protected in relying upon
information furnished by the Clearing Agency or any agent thereof with respect
to its Clearing Agency Participants and any beneficial owners.

            (ii) The Property Trustee and the Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Declaration or under applicable law with respect
to any transfer of any interest in any Preferred Security (including any
transfers between or among Clearing Agency Participants or beneficial owners in
any Global Preferred Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Declaration,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

SECTION 9.03 DEEMED SECURITY HOLDERS.

      The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner of such
Security for purposes of receiving

                                       41


Distributions and for all other purposes whatsoever (subject to the definition
of "Holder" contained herein) and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Security on the part of any
Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.04 BOOK ENTRY INTERESTS.

      Global Preferred Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Preferred Security Beneficial Owner will receive a definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Preferred Securities, except as provided in
Section 7.9 and Section 9.2. Unless and until definitive, fully registered
Preferred Securities certificates have been issued to the Preferred Security
Beneficial Owners pursuant to Section 7.9 or Section 9.2:

      (a) the provisions of this Section 9.4 shall be in full force and effect;

      (b) the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Preferred Securities and receiving approvals, votes
or consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

      (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

      (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and the
Clearing Agency shall receive and transmit payments of Distributions on the
Global Certificates to such Clearing Agency Participants. DTC will make book
entry transfers among the Clearing Agency Participants.

SECTION 9.05 NOTICES TO CLEARING AGENCY.

      Whenever a notice or other communication to the Preferred Security Holders
is required under this Declaration, unless and until definitive, fully
registered Preferred Securities certificates have been issued to the Preferred
Security Beneficial Owners pursuant to Section 7.9 or Section 9.2, the Trustees
shall give all such notices and communications specified herein to be given to
the Holders of Global Preferred Securities to the Clearing Agency, and shall
have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.06 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

      If any Clearing Agency ceases to continue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Preferred Securities.

                                       42


                                   ARTICLE X.
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.01 LIABILITY.

      (a) Except as expressly set forth in this Declaration, the Preferred
Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

            (i) personally liable for the return of any portion of the capital
contributions (or any return thereon) of the Holders which shall be made solely
from assets of the Trust; and

            (ii) required to pay to the Trust or to any Holder any deficit upon
dissolution or termination of the Trust or otherwise.

      (b) The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than in respect of the payment of principal and
interest on the Securities) to the extent not satisfied out of the Trust's
assets.

      (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

SECTION 10.02 EXCULPATION.

      (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

      (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and, if selected by such Indemnified Person, has been selected by
such Indemnified Person with reasonable care on behalf of the Trust, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders might
properly be paid.

SECTION 10.03 FIDUCIARY DUTY.

      (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions

                                       43


of this Declaration, to the extent that they restrict the duties and liabilities
of an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

      (b) Unless otherwise expressly provided herein:

            (i) whenever a conflict of interest exists or arises between any
Covered Persons and Indemnified Persons; or

            (ii) whenever this Declaration or any other agreement contemplated
herein or therein provides that an Indemnified Person shall act in a manner that
is, or provides terms that are, fair and reasonable to the Trust or any Holder
of Securities, the Indemnified Person shall resolve such conflict of interest,
take such action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

      (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

            (i) in its "discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider such interests and factors as
it desires, including its own interests, and shall have no duty or obligation to
give any consideration to any interest of or factors affecting the Trust or any
other Person; or

            (ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration.

SECTION 10.04 INDEMNIFICATION.

      (a)(i) The Debenture Issuer shall indemnify, to the full extent permitted
by law, any Company Indemnified 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 Trust) by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys' fees and
expenses), 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 manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner

                                       44


which he reasonably believed to be in or not opposed to the best interests of
the Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

            (ii) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified 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 Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees and expenses) 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 Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Trust unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such Person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

            (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

            (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (1) by the Administrative
Trustees by a majority vote of a Quorum consisting of such Administrative
Trustees who were not parties to such action, suit or proceeding, (2) if such a
Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion, or (3) by the Common Security Holder of the Trust.

            (v) Expenses (including attorneys' fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (i) by the Administrative
Trustees by a majority vote of a Quorum of disinterested Administrative
Trustees, (ii) if such a Quorum is not obtainable, or, even if obtainable, if a
Quorum of disinterested Administrative Trustees so directs, by independent legal
counsel in a

                                       45


written opinion or (iii) the Common Security Holder of the Trust, that, based
upon the facts known to the Administrative Trustees, counsel or the Common
Security Holder at the time such determination is made, such Company Indemnified
Person acted in bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the Trust, or, with respect to any
criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Administrative Trustees, independent
legal counsel or Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or Preferred Security
Holders.

            (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Debenture Issuer and each Company Indemnified
Person who serves in such capacity at any time while this Section 10.4(a) is in
effect. Any repeal or modification of this Section 10.4(a) shall not affect any
rights or obligations then existing.

            (vii) The Debenture Issuer or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
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 Debenture
Issuer would have the power to indemnify him against such liability under the
provisions of this Section 10.4(a).

            (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.

            (ix) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Company
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.

      (b) To the fullest extent permitted by law, the Debenture Issuer agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee or the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee or the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any

                                       46


and all loss, liability, damage, claim, action, suit, cost, penalty or expense
of any kind or nature whatsoever including taxes (other than taxes based on the
income of such Fiduciary Indemnified Person) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee, the dissolution of the
Trust and the satisfaction and discharge of this Declaration.

SECTION 10.05 OUTSIDE BUSINESSES.

      Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

SECTION 10.06 COMPENSATION; FEES.

      The Debenture Issuer agrees:

      (a) to pay to the Trustees from time to time such compensation for all
services rendered by them hereunder as the parties shall agree in writing from
time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

      (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith.

      The provisions of this Section 10.6 shall survive the dissolution of the
Trust and the termination of this Declaration and the removal or resignation of
any Trustee.

                                       47


      No Trustee may claim any lien or charge on any property of the Trust as a
result of any amount due pursuant to this Section 10.6.

                                   ARTICLE XI.
                                   ACCOUNTING

SECTION 11.01 FISCAL YEAR.

      The fiscal year ("Fiscal Year") of the Trust shall be the calendar year,
or such other year as is required by the Code.

SECTION 11.02 CERTAIN ACCOUNTING MATTERS.

      (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The books of account and the records of the Trust shall be
examined by and reported upon as of the end of each Fiscal Year of the Trust by
a firm of independent certified public accountants selected by the
Administrative Trustees.

      (b) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders, any required annual United States federal or
Puerto Rico income tax information statement containing such information with
regard to the Securities held by each Holder as is required. Notwithstanding any
right under any law to deliver any such statement at a later date, the
Administrative Trustees shall endeavor to deliver all such information
statements within 30 days after the end of each Fiscal Year of the Trust.

      (c) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, all United States federal and Puerto Rico
income tax returns, and any other annual income tax returns required to be filed
by the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

SECTION 11.03 BANKING.

      The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

SECTION 11.04 WITHHOLDING.

      The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, Puerto Rico, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations

                                       48


and forms as shall reasonably be requested by the Trust to assist it in
determining the extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any authority with respect to Distributions or allocations to any
Holder, the amount withheld shall be deemed to be a Distribution in the amount
of the withholding to the Holder. In the event of any claimed over withholding,
Holders shall be limited to an action against the applicable jurisdiction. If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.

                                  ARTICLE XII.
                             AMENDMENTS AND MEETINGS

SECTION 12.01 AMENDMENTS.

      (a) Except as otherwise provided in this Declaration (including Section 7
of Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed
by:

            (i) the Administrative Trustees (or if there are more than two
Administrative Trustees a majority of the Administrative Trustees);

            (ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee; and

            (iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee.

      (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:

            (i) unless the Property Trustee shall have first received:

                  (A) an Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and conforms to, the terms of this
Declaration (including the terms of the Securities) and that the interests of
any Holder of Securities will not be materially affected by such amendment; and

                  (B) an Opinion of Counsel (who may be counsel to the Sponsor
or the Trust) that such amendment is permitted by, and conforms to, the terms of
this Declaration (including the terms of the Securities) and that all conditions
precedent, if any, in this Declaration to the execution and delivery of such
amendment have been satisfied, provided, however, that the Property Trustee
shall not be required to sign any such amendment which affects the rights,
powers, duties, obligations or immunities of the Property Trustee; and

            (ii) to the extent the result of such amendment would be to:

                                       49


                  (A) cause the Trust to fail to continue to be classified for
purposes of United States federal or Puerto Rico income taxation as a grantor
trust;

                  (B) reduce or otherwise adversely affect the powers of the
Property Trustee in contravention of the Trust Indenture Act;

                  (C) cause the Trust to be deemed to be an Investment Company
required to be registered under the Investment Company Act; or

                  (D) cause a Tax Event.

      (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder may be effected only with such additional requirements
as may be set forth in the terms of such Securities;

      (d) Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders;

      (e) Article Four shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities;

      (f) The rights of the Holders of the Common Securities under Article Five
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

      (g) Notwithstanding Section 12.1(c), this Declaration may be amended by
the Sponsor, the Property Trustee and the Administrative Trustees without the
consent of the Holders to:

            (i) cure any ambiguity, correct or supplement any provision in this
Declaration that may be inconsistent with any other provision of this
Declaration or to make any other provisions with respect to matters or questions
arising under this Declaration which shall not be inconsistent with the other
provisions of the Declaration; and

            (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal or Puerto Rico income tax purposes as a
grantor trust at all times that any Securities are outstanding or to ensure that
the Trust will not be required to register as an Investment Company under the
Investment Company Act; provided, however, that in each case such action shall
not adversely affect the interests of the Holders, and any such amendments of
this Declaration shall become effective when notice thereof is given to the
Holders.

SECTION 12.02 MEETINGS OF THE HOLDERS; ACTION BY WRITTEN CONSENT.

      (a) Meetings of the Holders of any class of Securities may be called at
any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this

                                       50


Declaration, the terms of the Securities or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading. The
Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in liquidation amount of such
class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in writing stating that the signing
Holders wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders calling a meeting shall
specify in writing the Securities held by the Holders exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

      (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:

            (i) notice of any such meeting shall be given to all the Holders
having a right to vote there at least seven days and not more than 60 days
before the date of such meeting. Whenever a vote, consent or approval of the
Holders is permitted or required under this Declaration or the rules of any
stock exchange on which the Preferred Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders. Any action that may be taken at a meeting of the Holders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the Holders owning not less than the minimum
amount of Securities in liquidation amount that would be necessary to authorize
or take such action at a meeting at which all Holders having a right to vote
thereon were present and voting. Prompt notice of the taking of any action
without a meeting shall be given to Holders entitled to vote who have not
consented to such action in writing. The Administrative Trustees may specify
that any written ballot submitted to the Holder of Securities for the purpose of
taking any action without a meeting shall be returned to the Trust within the
time specified by the Administrative Trustees;

            (ii) each Holder may authorize any Person to act for it by proxy on
all matters in which a Holder is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting. No proxy shall
be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the Holder executing it. Except as otherwise provided herein, all matters
relating to the giving, voting or validity of proxies shall be governed by the
General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder, as if the Trust were a Delaware corporation
and the Holders were stockholders of a Delaware corporation;

            (iii) each meeting of the Holders shall be conducted by the
Administrative Trustees or by such other Person that the Administrative Trustees
may designate; and

            (iv) unless the Statutory Trust Act, this Declaration, the terms of
the Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading, otherwise
provides, the Administrative Trustees, in their sole discretion, shall establish
all other provisions relating to meetings of Holders, including notice of the
time, place or purpose of any meeting at which any matter is to be voted on by
any Holders, waiver of any such notice, action by consent without a meeting and
without prior notice, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other

                                       51


matter with respect to the exercise of any such right to vote, provided,
however, the meetings of Holders shall not be held in any jurisdiction which
would subject the Trust to taxation under the laws of such jurisdiction.

                                  ARTICLE XIII.
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.01 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

      The Trustee that acts as initial Property Trustee represents and warrants
to the Trust, to the Holders of Securities and to the Sponsor at the date of
this Declaration, and each Successor Property Trustee represents and warrants to
the Trust, to the Holders of Securities, and to the Sponsor at the time of the
Successor Property Trustee's acceptance of its appointment as Property Trustee
that:

      (a) The Property Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company duly organized, validly existing
and in good standing under the laws of any State of the United States or the
District of Columbia, in any case with trust powers and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

      (b) the Property Trustee satisfies the requirements set forth in Section
5.3(a);

      (c) The execution, delivery and performance by the Property Trustee of
this Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. This Declaration has been duly executed and
delivered by the Property Trustee and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

      (d) The execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee; and

      (e) No consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for the execution,
delivery or performance by the Property Trustee of this Declaration.

SECTION 13.02 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

      The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust, to the Holders of Securities and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee represents and warrants to
the Trust, to the Holders of Securities, and to the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
that:

                                       52


      (a) The Delaware Trustee satisfies the requirements set forth in Section
5.2 and, if it is not a natural person, is duly organized, validly existing and
in good standing under the laws of the State of Delaware or the United States,
with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

      (b) The execution, delivery and performance by the Delaware Trustee of
this Declaration has been duly authorized by all necessary corporate action on
the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

      (c) No consent, approval or authorization of, or registration with or
notice to, any federal banking authority is required for the execution, delivery
or performance by the Delaware Trustee of this Declaration; and

      (d) The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                  ARTICLE XIV.
                                  MISCELLANEOUS

SECTION 14.01 NOTICES.

      All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy, as
follows:

      (a) if given to the Trust, in care of the Administrative Trustees at the
mailing address set forth below (or such other address as the Trust may give
notice of to the Property Trustee, the Delaware Trustee and the Holders):

            R&G Capital Trust VI
            c/o R&G Financial Corporation
            280 Jesus T. Pinero Avenue,
            San Juan, Puerto Rico  00918,
            Attention: Joseph R. Sandoval, Administrative Trustee
            Telecopy: (787) 766-7175

      (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Administrative Trustees and the Property Trustee):

            Wilmington Trust Company
            Rodney Square North

                                       53


            1100 North Market Street
            Wilmington, Delaware 19890
            Attention: Corporate Trust Administration
            Telecopy: (302) 636-4140

      (c) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Administrative Trustees, the Delaware Trustee and the Holders):

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Attention: Corporate Trust Administration
            Telecopy: (302) 636-4140

      (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Property Trustee and the Trust):

            R&G Financial Corporation
            280 Jesus T. Pinero Avenue
            San Juan, Puerto Rico  00918
            Attention: Chief Financial Officer
            Telecopy: (787) 766-7175

      (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 14.02 GOVERNING LAW.

      This Declaration and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

SECTION 14.03 INTENTION OF THE PARTIES.

      It is the intention of the parties hereto that the Trust be classified for
United States federal and Puerto Rico income tax purposes as a grantor trust.
The provisions of this Declaration shall be interpreted to further this
intention of the parties.

                                       54


SECTION 14.04 HEADINGS.

      Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.05 SUCCESSORS AND ASSIGNS

      Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.06 PARTIAL ENFORCEABILITY.

      If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.07 COUNTERPARTS.

      This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                                       55


      IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                    R&G CAPITAL TRUST VI

                                    /s/ Victor J. Galan
                                    ----------------------------------------
                                    Victor J. Galan
                                    as Administrative Trustee

                                    /s/ Joseph R. Sandoval
                                    ----------------------------------------
                                    Joseph R. Sandoval
                                    as Administrative Trustee

                                    WILMINGTON TRUST COMPANY
                                    as Delaware Trustee

                                    By: /s/ Kristin F. Long
                                       -------------------------------------
                                    Name: Kristin F. Long
                                    Title: Financial Services Officer

                                    WILMINGTON TRUST COMPANY
                                    as Property Trustee

                                    By: /s/ Kristin F. Long
                                       -------------------------------------
                                    Name: Kristin F. Long
                                    Title: Financial Services Officer

                                    R&G FINANCIAL CORPORATION as Sponsor
                                     and Debenture Issuer

                                    By: /s/ Joseph R. Sandoval
                                       -------------------------------------
                                       Name: Joseph R. Sandoval
                                       Title: Executive Vice President and Chief
                                                 Financial Officer

                                       56


                                                                         ANNEX I

      Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of November 30, 2004 (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Securities are set out below (each capitalized term used
but not defined herein has the meaning set forth in the Declaration or, if not
defined in such Declaration, as defined in the Prospectus referred to below in
Section 2(c) of this Annex I):

      1. Designation and Number.

            (a) Preferred Securities. 5,000,000 6.62% Cumulative Trust Preferred
Securities of the Trust with an aggregate liquidation amount with respect to the
assets of the Trust of one hundred and twenty five million dollars
($125,000,000) and each with a liquidation amount with respect to the assets of
the Trust of per security are hereby designated for the purposes of
identification only as Preferred Securities. The certificates evidencing the
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any exchange or quotation system on or in which the Preferred Securities are
listed, traded or quoted.

            (b) Common Securities. 154,640 Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of three
million eight hundred and sixty six thousand dollars ($3,866,000), and a
liquidation amount with respect to the assets of the Trust of per security (if
the underwriters exercise their Option are hereby designated for the purposes of
identification only as Common Securities. The certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

      2. Distributions.

            (a) Distributions payable on each Security will be fixed at a rate
per annum of 6.62% (the "Coupon Rate") of the liquidation amount of per Security
(the "Liquidation Amount"), such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one monthly period will bear additional distributions thereon compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law). A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

            (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from November 30, 2004, and will be payable monthly in arrears on the twelfth
day of each month, commencing on January 12, 2005 (each, a "Distribution Date"),
except as otherwise described below. Distributions will be computed on the

                                       1


basis of a 360- day year consisting of twelve 30-day months and for any period
less than a full calendar month, on the basis of the actual number of days
elapsed in such month based on 30-day months. As long as no Event of Default has
occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period at any time and from time to time for a
period not exceeding 60 consecutive months, including the first such month
during such period (each an "Extension Period"), during which Extension Period
no interest shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded monthly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such further deferment shall only
be permitted to the extent that such Extension Period, together with all
extensions occurring both before and after such deferment, does not exceed 60
consecutive months, including the first month during such Extension Period, or
extend beyond the Maturity Date of the Debentures. Payments of deferred
Distributions will be payable to Holders of record as they appear on the books
and records of the Trust on the record date for Distributions due at the end of
such Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

            (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust which will be the
close of business on the 15th day of the month proceeding the date on which the
relevant Distribution Date occurs. Payments in respect of Preferred Securities
will be made by check mailed or by wire to the Holder entitled thereto. The
relevant record dates for the Common Securities shall be the same as the record
dates for the Preferred Securities. Distributions payable on any Securities that
are not punctually paid on any Distribution Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, will cease to be
payable to the Holder on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on the special record date or other specified date determined in
accordance with the Indenture. If any date on which Distributions are payable on
the Securities is not a Business Day, then payment of the Distribution payable
on such date will be made on the next succeeding Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
next succeeding Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day with the same
force and effect as if made on such date.

            (d) In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders.

                                       2


      3. Liquidation Distribution Upon Dissolution.

      In the event of any voluntary or involuntary dissolution or termination of
the Trust or the Sponsor otherwise gives notice of its election to dissolve the
Trust pursuant to Section 8.1(a)(iii) of the Declaration, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
Holders a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by the Property Trustee not to be practicable, in
which event such Holders will be entitled to receive Pro Rata out of the assets
of the Trust legally available for distribution to Holders, after satisfaction
of liabilities to creditors of the Trust as provided by applicable law, an
amount equal to the aggregate of the liquidation amount of per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

      "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to that portion of principal amount
of Debentures to be contemporaneously redeemed in accordance with their terms
allocated to the Common Securities and the Preferred Securities based upon the
relative Liquidation Amounts of such classes and the proceeds of which will be
used to pay the redemption price of such Securities and (ii) with respect to a
distribution of Debentures upon the dissolution or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Securities of the Holder to whom such Debentures are distributed.

      If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets on hand legally available
to pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

      4. Redemption and Distribution.

            (a) Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture Issuer
or pursuant to a Special Event, as described below), the proceeds from such
repayment shall be simultaneously applied by the Property Trustee (subject to
the Property Trustee having received written notice not less than 35 days nor
more than 60 days prior to such repayment) to redeem a Like Amount of the
Securities at the Redemption Price or the Special Event Redemption Price (each
as defined herein), as applicable.

            (b) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Securities to be redeemed will
be determined as described in Section 4(f)(ii) below.

      The Debenture Issuer shall have the right (subject to the conditions in
the Indenture) to elect to redeem the Debentures in whole or in part, from time
to time, on or after December 12, 2009, upon not less than 35 days and not more
than 60 days written notice, at the Redemption Price and, simultaneous with such
redemption, to cause a Like Amount of the Securities to be redeemed by the Trust
at the Redemption Price on a Pro Rata basis or such other method as the

                                       3


Property Trustee shall deem appropriate, subject to the receipt of prior
approval of any applicable regulatory agency if it is then required under
applicable regulatory requirements. The "Redemption Price" as of any given date
identified in the table below, means the price which is expressed as a
percentage of the principal amount of the Securities:



     YEAR BEGINNING                               PERCENTAGE
     --------------                               ----------
                                               
On or after December 12, 2009                        105%

On or after December 12, 2010                        104%

On or after December 12, 2011                        103%

On or after December 12, 2012                        102%

On or after December 12, 2013                        101%

On or after December 12, 2014                        100%


      plus accrued and unpaid interest on such Securities to the redemption
date.

            (c) If at any time an Investment Company Event, a Tax Event or a
Regulatory Capital Event (each as defined below, and each a "Special Event")
occurs and shall be continuing, the Debentures Issuer shall have the right
(subject to the conditions set forth in the Indenture) upon not less than 35 nor
more than 60 days written notice, to redeem the Debentures in whole, but not in
part, for cash within 180 days following the occurrence of such Special Event
(the "180-Day Period") at a redemption price equal to 100% of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the date
of such redemption (the "Special Event Redemption Price"), provided that if at
the time there is available to the Debenture Issuer the opportunity to
eliminate, within the 180-Day Period, a Tax Event by taking some ministerial
action (a "Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Debenture Issuer, the Trust or the holders of the Securities, the Debenture
Issuer shall pursue such Ministerial Action in lieu of redemption, and, provided
further, that the Debenture Issuer shall have no right to redeem the Debentures
while it is pursuing any Ministerial Action pursuant to its obligations under
the Indenture, and, provided further, that, if it is determined that the taking
of a Ministerial Action would not eliminate the Tax Event within the 180-Day
Period, the Debenture Issuer's right to redeem the Debentures shall be restored
and it shall have no further obligations to pursue the Ministerial Action.
Simultaneous with any such redemption, the Debenture Issuer shall cause a Like
Amount of the Securities to be redeemed by the Trust at the Redemption Price on
a Pro Rata basis or such other method as the Property Trustee shall deem
appropriate, in each case subject to the receipt of prior approval of any
applicable regulatory agency if it is then required under applicable regulatory
requirements.

      "Investment Company Event" means the receipt by the Sponsor of an Opinion
of Counsel, rendered by a law firm experienced in such matters, to the effect
that, as a result of change in law or regulation or a change in interpretation
or application of law or regulation by

                                       4


any legislative body, court, governmental agency or regulatory authority, the
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended, which change
becomes effective on or after the date of original issuance of the Preferred
Securities of R&G Capital Trust VI

      A "Regulatory Capital Event" shall occur at any time that the Sponsor
shall have received an opinion of independent bank regulatory counsel (who shall
not be an employee of the Sponsor or the Trust) experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any rules, guidelines or policies of applicable regulatory
agencies or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
Declaration, the Preferred Securities do not constitute, or within 90 days of
the date thereof, will not constitute, Tier 1 Capital (or its then equivalent)
applied as if the Sponsor (or its successor) were a bank holding company for
purposes of the capital adequacy guidelines of the Board of Governors of the
Federal Reserve ("Federal Reserve"), or any successor regulatory authority with
jurisdiction over bank holding companies, or any capital adequacy guidelines as
then in effect and applicable to the Sponsor; provided, however, that the
distribution of the Debentures in connection with a termination of the Trust by
the Sponsor shall not in and of itself constitute a Regulatory Capital Event;
provided further, that for the avoidance of doubt, the adoption by the Federal
Reserve as a final rule of any of the proposals set forth in its notice of
proposed rule making dated May 6, 2004, shall not constitute a Regulatory
Capital Event.

      "Tax Event" shall occur upon receipt by the Sponsor and the Trust of an
Opinion of Counsel from counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of, the United States, any
political subdivision thereof or Puerto Rico, or taxing authority of the United
States or Puerto Rico, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of the Declaration, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date of such opinion, subject to United States federal or Puerto Rico income
tax with respect to income received or accrued on the Debentures, (ii) interest
payable by the Debenture Issuer on the Debentures is not, or within 90 days of
the date of such opinion, will not be, deductible by the Debenture Issuer, in
whole or in part, for Puerto Rico tax purposes or United States federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

            (d) On and from the date fixed by the Administrative Trustees for
any distribution of Debentures and liquidation of the Trust: (i) the Securities
will no longer be deemed to be outstanding and (ii) certificates representing
Securities will be deemed to represent beneficial interests in a Like Amount of
Debentures until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissue.

                                       5


            (e) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

            (f) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

                  (i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
will be given by the Trust by mail to each Holder to be redeemed or exchanged
not fewer than 35 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to be given on
the day such notice is first mailed by first-class mail, postage prepaid, to
Holders. Each Redemption/Distribution Notice shall be addressed to the Holders
at the address of each such Holder appearing in the books and records of the
Trust. No defect in the Redemption/Distribution Notice or in the mailing of
either thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.

                  (ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected on a Pro Rata basis (based upon Liquidation Amounts), or such other
method as the Property Trustee shall deem appropriate, not more than 60 days
prior to the date fixed for redemption from the outstanding Preferred Securities
not previously called for redemption, provided, however, that with respect to
Holders that would be required to hold less than 100 but more than zero
Securities as a result of such pro rata redemption, the Trust shall redeem
Securities of each such Holder so that after such redemption such Holder shall
hold either 100 Securities or such Holder no longer holds any Securities and
shall use such method (including, without limitation, by lot) as the Property
Trustee shall deem fair and appropriate, provided, further, that any such
proration may be made on the basis of the aggregate Liquidation Amount of
Securities held by each Holder thereof and may be made by making such
adjustments as the Property Trustee deems fair and appropriate in order that
only Securities in denominations of or integral multiples thereof shall be
redeemed.

                  (iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice (which notice will be irrevocable), then provided
that the Debenture Issuer has paid the Property Trustee a sufficient amount of
cash in connection with the related redemption or maturity of the Debentures,
the Property Trustee will pay the Redemption Price to the Holders by check
mailed to the address of the relevant Holder appearing on the books and records
of the Trust on the redemption date, provided, that any such payment shall
become due only upon surrender by the Holder of the related certificated
Preferred Securities. If a Redemption/Distribution Notice shall have been given
and funds deposited as required, if applicable, then immediately prior to the
close of business on the date of such deposit, or on the redemption date, as
applicable, Distributions will cease to accumulate on the Securities so called
for redemption and all rights of Holders so called for redemption will cease,
except the right of the Holders of such Securities to receive the Redemption
Price or Special

                                       6


Event Redemption Price, as applicable, but without interest on such Redemption
Price or Special Event Redemption Price, as applicable, and such Securities
shall cease to be outstanding.

                  (iv) Payment of accumulated and unpaid Distributions on the
redemption date of the Securities will be subject to the rights of Holders on
the close of business on a regular record date in respect of a Distribution Date
occurring on or prior to such redemption date. Neither the Administrative
Trustees nor the Trust shall be required to register or cause to be registered
the transfer of (i) any Securities beginning on the opening of business 15 days
before the day of mailing of a notice of redemption and ending at the close of
business on the day of such mailing or (ii) any Securities selected for
redemption except the unredeemed portion of any Security being redeemed. If any
date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such next succeeding Business Day falls in
the next calendar year, such payment shall be made on the immediately preceding
Business Day, with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of any Securities is
improperly withheld or refused and not paid by the Sponsor as guarantor pursuant
to the Preferred Securities Guarantee, Distributions on such Securities will
continue to accumulate from the original redemption date to the actual date of
payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.

                  (v) Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the Preferred
Securities, to the Holder thereof, and (B) in respect of the Common Securities,
to the Holder thereof.

                  (vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws and banking laws),
provided the acquiror is not the Holder of the Common Securities or the obligor
under the Indenture, the Sponsor or any of its subsidiaries may at any time and
from time to time purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.

      5. Voting Rights - Preferred Securities.

            (a) Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

            (b) So long as any Debentures are held by the Property Trustee,
subject to the requirement of the Property Trustee obtaining a tax opinion in
certain circumstances set forth in the last sentence of this paragraph, the
Holders of a majority in Liquidation Amount of the Preferred Securities have the
right to (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or direct the exercise of any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures,

                                       7


where such consent shall be required, however, where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Preferred Securities except by subsequent vote of such Holders. Subject
to Section 2.7 of the Declaration, the Property Trustee shall notify each Holder
of Preferred Securities of any notice of default with respect to the Debentures.
In addition to obtaining the foregoing approvals of such Holders of the
Preferred Securities, prior to taking any of the foregoing actions, except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States federal or Puerto Rico income tax
purposes on account of such action.

      If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on a Like Amount of Debentures (a
"Direct Action") on or after the respective due date specified in the
Debentures, and the amount of the payment will be based on the Holder's pro rata
share of the amount due and owing on all Preferred Securities. In connection
with such Direct Action, the Common Securities Holder will be subrogated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Preferred Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

      Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent and without prior notice. The Administrative
Trustees will cause a notice of any meeting at which Holders of Preferred
Securities are entitled to vote, to be mailed to each Holder of record of
Preferred Securities. Each such notice will include a statement setting forth
(i) the date of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

      No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

      Notwithstanding that Holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

      6. Voting Rights - Common Securities.

                                       8


            (a) Except as provided under Sections 6(b), 6(c), and 7 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

            (b) Unless an Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the holder of the Common
Securities. If an Event of Default has occurred and is continuing, the Property
Trustee and the Delaware Trustee may be removed at such time by the holders of a
Majority in liquidation amount of the outstanding Preferred Securities. In no
event will the holders of the Preferred Securities have the right to vote to
appoint, remove or replace, or increase or decrease the number of, the
Administrative Trustees, which voting rights are vested exclusively in the
Holder of the Common Securities. No resignation or removal of a Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Declaration.

            (c) So long as any Debentures are held by the Property Trustee,
subject to Section 2.6 of the Declaration and only after any Event of Default
with respect to the Preferred Securities has been cured, waived or otherwise
eliminated, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect to
the Debentures, (ii) waive any past default that is waivable under Section 5.07
of the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Common Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. Subject to
Section 2.7 of the Declaration, the Property Trustee shall notify each Holder of
Common Securities of any notice of default with respect to the Debentures. In
addition to obtaining the foregoing approvals of such Holders of the Common
Securities, prior to taking any of the foregoing actions, the Trustees shall
obtain an opinion of counsel experienced in such matters to the effect that the
Trust will not be classified as an association taxable as a corporation for
United States federal or Puerto Rico income tax purposes on account of such
action.

      If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Common Securities
may institute a Direct Action for enforcement of payment to such Holder of the
principal of or interest on a Like Amount of Debentures on or after the
respective due date specified in the Debentures. In connection with Direct
Action, the rights of the Common Securities Holder will be subordinated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Common Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of

                                       9


Common Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

      Any approval or direction of Holders of Common Securities may be given at
a separate meeting of Holders of Common Securities convened for such purpose, at
a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent without prior notice. The Administrative Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to vote
to be mailed to each Holder of record of Common Securities. Each such notice
will include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

      No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

      7. Amendments to Declaration and Indenture. In addition to the
requirements set out in Section 12.1 of the Declaration, the Declaration may be
amended from time to time by the Sponsor, the Property Trustee and the
Administrative Trustees, without the consent of the Holders (i) to cure any
ambiguity, correct or supplement any provisions in the Declaration that may be
inconsistent with any other provisions, or to make any other provisions with
respect to matters or questions arising under the Declaration which shall not be
inconsistent with the other provisions of the Declaration or (ii) to modify,
eliminate or add to any provisions of the Declaration to such extent as shall be
necessary to ensure that the Trust will be classified for United States federal
or Puerto Rico income tax purposes as a grantor trust at all times that any
Securities are outstanding or to ensure that the Trust will not be required to
register as an "Investment Company" under the Investment Company Act provided,
however, that in each case such action shall not adversely affect the interests
of any Holder. Any amendments of the Declaration pursuant to the immediately
preceding sentence shall become effective when notice thereof is given to the
Holders. Under the circumstances referred to in Section 12.1(c) of the
Declaration, the Declaration also may be amended by the Trustees and the Sponsor
with (i) the consent of Holders representing a Majority in liquidation amount of
all outstanding Securities, and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for United States federal or Puerto Rico income tax
purposes or the Trust's exemption from status as an Investment Company under the
Investment Company Act, provided that, without the consent of each Holder of
Trust Securities, the Declaration may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely affect
the amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Holder of
Trust Securities to institute suit for the enforcement of any such payment on or
after such date.

      8. Pro Rata. A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available

                                       10


to make such payment shall be paid first to each Holder of the Preferred
Securities pro rata according to the aggregate liquidation amount of Preferred
Securities held by the relevant Holder relative to the aggregate liquidation
amount of all Preferred Securities outstanding, and only after satisfaction of
all amounts owed to the Holders of the Preferred Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding. In any such proration,
the Property Trustee on behalf of the Trust may make such adjustments as may be
appropriate in order that only securities in authorized denominations shall be
redeemed.

      9. Ranking. The Preferred Securities rank pari passu with the Common
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Declaration occurs and
is continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the Holders of the Preferred Securities shall be paid in
full the Distributions, Redemption Price, Liquidation Distribution and other
payments to which they are entitled at such time.

      10. Acceptance of Preferred Securities Guarantee and Indenture. Each
Holder of Preferred Securities and Common Securities, by the acceptance thereof,
agrees to the provisions of the Preferred Securities Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.

      11. No Preemptive Rights. The Holders shall have no preemptive or similar
rights to subscribe for any additional securities in the Trust. The issuance of
the Securities is not subject to any preemptive or similar rights.

      12. Miscellaneous. These terms constitute a part of the Declaration.

      The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee, and the Indenture (including any supplemental indenture)
to a Holder without charge upon written request to the Sponsor at its principal
place of business.

                                       11


                                                                     EXHIBIT A-1

          FORM OF 6.62% CUMULATIVE TRUST PREFERRED SECURITY CERTIFICATE

CERTIFICATE NO. 1                                NUMBER OF
                                                 PREFERRED SECURITIES: 5,000,000

       CERTIFICATE EVIDENCING 6.62% CUMULATIVE TRUST PREFERRED SECURITIES

                                       OF

                              R&G CAPITAL TRUST VI

      6.62% Cumulative Trust Preferred Securities (liquidation amount $25.00 per
Preferred Security)

      R&G Capital Trust VI, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that the Puerto Rico
Conservation Trust Fund (the "Holder") is the registered owner of 5,000,000
Preferred Securities (as defined below) ($125,000,000 in aggregate liquidation
amount of Preferred Securities) of the Trust representing undivided beneficial
interests in the assets of the Trust designated the 6.62% Cumulative Trust
Preferred Securities (liquidation amount $25.00 per Preferred Security) (the
"Preferred Securities"). Subject to the Declaration (as defined below), the
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of November 30, 2004, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

      Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

      By acceptance, the Holder agrees to treat, for United States federal and
Puerto Rico income tax purposes, the Debentures as indebtedness and the
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflict of laws.



      IN WITNESS WHEREOF, the Trust has duly executed this certificate this 30th
day of November 2004.

                                             R&G CAPITAL TRUST VI

                                             By: ______________________________
                                                 Joseph R. Sandoval
                                                 Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Preferred Securities referred to in the within-
mentioned Declaration.

                                             WILMINGTON TRUST COMPANY
                                             as Property Trustee

Dated:

      By: __________________________________ Authorized Signatory



      Distributions payable on each Preferred Security will be fixed at a rate
per annum of 6.62% (the "Coupon Rate") of the liquidation amount of per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one month will bear interest thereon compounded monthly at the Coupon Rate
(to the extent permitted by applicable law). A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds on hand
legally available therefor.

      Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for, if no Distributions have been paid or duly provided for, from
November 30, 2004 and will be payable monthly in arrears, on the twelfth day of
each month, commencing on January 12, 2005, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full calendar month, on the
basis of the number of days elapsed in such month based on 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 60 consecutive calendar
months, including the first such month during such extension period (each an
"Extension Period"), provided that no Extension Period shall end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. As a consequence of such deferral, Distributions also
will be deferred. Despite such deferral, quarterly Distributions will continue
to accumulate with interest thereon (to the extent permitted by applicable law)
at the Coupon Rate compounded monthly during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided
that such further deferment shall only be permitted to the extent that such
Extension Period, together with all extensions occurring both before and after
such deferment, does not exceed 60 consecutive months, including the first month
during such Extension Period, end on a date other than an Interest Payment Date
for the Debentures or extend beyond the Maturity Date of the Debentures.
Payments of accumulated Distributions will be payable to Holders as they appear
on the books and records of the Trust on the first record date after the end of
the Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

      Subject to the receipt of any required regulatory approval and to certain
other conditions set forth in the Declaration and the Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust and
cause the Debentures to be distributed to the holders of the Securities in
liquidation of the Trust or, simultaneous with any redemption of the Debentures,
cause a Like Amount of the Securities to be redeemed by the Trust.

      The Preferred Securities shall be redeemable as provided in the
Declaration.



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

                                    ___________________________________________
                                    ___________________________________________
                                    (Insert assignee's social security or tax
                                    identification number)

                                    ___________________________________________
                                    ___________________________________________
                                    ___________________________________________
                                    (Insert address and zip code of assignee)

                                    and irrevocably appoints

                                    ___________________________________________
                                    ___________________________________________

      ___________________________________________________________ as agent to
transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date: _______________________

                                    Signature:

                                    ___________________________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Preferred Security
                                    Certificate)

Signature Guarantee*: ______________________________

* Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                                                     EXHIBIT A-2

      THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH R&G FINANCIAL
CORPORATION (THE "COMPANY") OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THIS COMMON SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) PURSUANT TO CLAUSE (D), TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS COMMON SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS COMMON SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



      THIS COMMON SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN Section
9.1(c) OF THE AMENDED AND RESTATED DECLARATION OF TRUST OF R&G CAPITAL TRUST VI,
DATED AS OF NOVEMBER 30, 2004, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

      Certificate No. 1

                    Certificate Evidencing Common Securities

                                       of

                              R&G Capital Trust VI

      6.62% Common Securities (liquidation amount $25.00 per Common Security)

      R&G Capital Trust VI, a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that R&G Financial Corporation (the
"Holder") is the registered owner of 154,640 common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6.62% Common Securities (liquidation amount per Common Security)
(the "Common Securities"). Subject to the limitations in Section 9.1(c) of the
Declaration (as defined below), the Common Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of November 30, 2004, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee (as may be appropriate) and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Sponsor at its principal place of business.



      Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

      By acceptance, the Holder agrees to treat, for United States federal and
Puerto Rico income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflicts of
laws.

      IN WITNESS WHEREOF, the Trust has executed this certificate this 30th day
of November 2004.

                              R&G CAPITAL TRUST VI

                              By: ___________________________________
                                  Joseph R. Sandoval
                                  Administrative Trustee

      Distributions payable on each Common Security will be fixed at a rate per
annum of 6.62% (the "Coupon Rate") of the liquidation amount of per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one month
will bear interest thereon compounded monthly at the Coupon Rate (to the extent
permitted by applicable law). A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor.

      Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or duly provided
for or, if no Distributions have been paid or duly provided for, from November
30, 2004 and will be payable monthly in arrears, on the twelfth day of each
month, commencing on January 12, 2005, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full month, the number of
days elapsed in such month based on 30-day months. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 60 consecutive calendar months, including the first such
month during such extension period (each an "Extension Period"), provided that
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral,



Distributions also will be deferred. Despite such deferral, Distributions will
continue to accumulate with interest thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded monthly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such further deferment shall only be permitted
to the extent that such Extension Period, together with all extensions occurring
both before and after such deferment, does not exceed 60 consecutive months,
including the first month during such Extension Period, or end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

      Subject to the receipt of any required regulatory approval and to certain
other conditions set forth in the Declaration and the Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust and
cause the Debentures to be distributed to the holders to the Securities in
liquidation of the Trust or, simultaneous with any redemption of the Debentures,
cause a Like Amount of the Securities to be redeemed by the Trust.

      Under certain circumstances, the right of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Preferred
Securities (as defined in the Declaration), as provided in the Declaration.

      The Common Securities shall be redeemable as provided in the Declaration.



                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________

      (Insert assignee's social security or tax identification number)

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________

                  (Insert address and zip code of assignee)

      and irrevocably appoints

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________ as agent
to transfer this Common Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

      Date: _______________________

      Signature: ___________________________________________________

      (Sign exactly as your name appears on the other side of this Common
Security Certificate)



                                                                       EXHIBIT B

                              SPECIMEN OF DEBENTURE



                                                                       EXHIBIT C

                                AGENCY AGREEMENT

EX-4.4

                                                                     EXHIBIT 4.4


                           TRUST PREFERRED SECURITIES

                               GUARANTEE AGREEMENT

                            R&G FINANCIAL CORPORATION

                          Dated as of November 30, 2004



                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
ARTICLE I   DEFINITIONS AND INTERPRETATION

Section 1.1      Definitions and Interpretation..............................................................   1

ARTICLE II   TRUST INDENTURE ACT

Section 2.1      Trust Indenture Act; Application............................................................   5
Section 2.2      Lists of Holders of Trust Preferred Securities..............................................   5
Section 2.3      Reports by the Trust Preferred Securities Guarantee Trustee.................................   5
Section 2.4      Periodic Reports to Trust Preferred Securities Guarantee Trustee............................   5
Section 2.5      Evidence of Compliance with Conditions Precedent............................................   6
Section 2.6      Guarantee Events of Default; Waiver.........................................................   6
Section 2.7      Guarantee Event of Default; Notice..........................................................   6
Section 2.8      Conflicting Interests.......................................................................   6

ARTICLE III   POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED
                   SECURITIES GUARANTEE TRUSTEE

Section 3.1      Powers and Duties of the Trust Preferred Securities Guarantee Trustee.......................   7
Section 3.2      Certain Rights of Trust Preferred Securities Guarantee Trustee..............................   8
Section 3.3      Not Responsible for Recitals or Issuance of Trust Preferred
                 Securities Guarantee........................................................................  10

ARTICLE IV   TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

Section 4.1      Trust Preferred Securities Guarantee Trustee; Eligibility...................................  11
Section 4.2      Appointment, Removal and Resignation of Trust Preferred Securities
                 Guarantee Trustee.......................................................................... . 11

ARTICLE V   GUARANTEE

Section 5.1      Guarantee...................................................................................  12
Section 5.2      Waiver of Notice and Demand.................................................................  12
Section 5.3      Obligations Not Affected....................................................................  12
Section 5.4      Rights of Holders...........................................................................  13
Section 5.5      Guarantee of Payment........................................................................  14
Section 5.6      Subrogation.................................................................................  14
Section 5.7      Independent Obligations.....................................................................  14

ARTICLE VI   LIMITATION OF TRANSACTIONS; SUBORDINATION

Section 6.1      Limitation of Transactions..................................................................  14
Section 6.2      Ranking.....................................................................................  15


                                        i


                                                                                                            
ARTICLE VII   TERMINATION

Section 7.1      Termination.................................................................................  15

ARTICLE VIII   INDEMNIFICATION

Section 8.1      Exculpation.................................................................................  16
Section 8.2      Indemnification.............................................................................  16

ARTICLE IX   MISCELLANEOUS

Section 9.1      Successors and Assigns......................................................................  16
Section 9.2      Amendments..................................................................................  17
Section 9.3      Notices.....................................................................................  17
Section 9.4      Benefit.....................................................................................  18
Section 9.5      Governing Law...............................................................................  18



                                       ii


                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

      This Trust Preferred Securities Guarantee Agreement (the "Trust Preferred
Securities Guarantee"), dated as of November 30, 2004, is executed and delivered
by R&G Financial Corporation, a Puerto Rico corporation (the "Guarantor"), and
Wilmington Trust Company, a Delaware banking corporation, as trustee, for the
benefit of the Holders (as defined herein) from time to time of the Trust
Preferred Securities (as defined herein) of R&G Capital Trust VI, a Delaware
statutory trust (the "Issuer").

      WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of November 30, 2004, among the trustees of the Issuer
named therein, the Guarantor, as sponsor, and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof, 5,000,000 trust preferred securities, having an
aggregate liquidation amount of $125,000,000, such trust preferred securities
being designated the 6.62% Cumulative Trust Preferred Securities (collectively
the "Trust Preferred Securities"); and

      WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Trust Preferred Securities Guarantee, to pay to the
Holders the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein; and

      WHEREAS, the Guarantor is executing and delivering a guarantee agreement
(the "Common Securities Guarantee"), with substantially identical terms to this
Trust Preferred Securities Guarantee, for the benefit of the holders of the
Common Securities (as defined herein), except that if an Event of Default (as
defined in the Declaration) has occurred and is continuing, the rights of
holders of the Common Securities to receive Guarantee Payments under the Common
Securities Guarantee are subordinated, to the extent and in the manner set forth
in the Common Securities Guarantee, to the rights of holders of Trust Preferred
Securities to receive Guarantee Payments under this Trust Preferred Securities
Guarantee;

      NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the
Guarantor executes and delivers this Trust Preferred Securities Guarantee for
the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS AND INTERPRETATION

      In this Trust Preferred Securities Guarantee, unless the context otherwise
requires:

      (a) capitalized terms used in this Trust Preferred Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;

      (b) a term defined in the Declaration as at the date of execution of this
Trust Preferred Securities Guarantee have the same meaning when used in this
Trust Preferred Securities Guarantee unless otherwise defined in this Trust
Preferred Securities Guarantee;

                                       1


      (c) a term defined anywhere in this Trust Preferred Securities Guarantee
has the same meaning throughout;

      (d) all references to "the Trust Preferred Securities Guarantee" or "this
Trust Preferred Securities Guarantee" are to this Trust Preferred Securities
Guarantee as modified, supplemented or amended from time to time;

      (e) all references in this Trust Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Trust Preferred
Securities Guarantee, unless otherwise specified;

      (f) a term defined in the Trust Indenture Act has the same meaning when
used in this Trust Preferred Securities Guarantee, unless otherwise defined in
this Trust Preferred Securities Guarantee or unless the context otherwise
requires; and

      (g) a reference to the singular includes the plural and vice versa.

      "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act of 1933, as amended, or any successor rule thereunder.

      "Business Day" means any day other than a Saturday or a Sunday, or a day
on which banking institutions in the cities of New York, New York, Wilmington,
Delaware or San Juan, Puerto Rico are authorized or required by law or executive
order to close.

      "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

      "Corporate Trust Office" means the office of the Trust Preferred
Securities Guarantee Trustee at which the corporate trust business of the Trust
Preferred Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this Trust
Preferred Securities Guarantee is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, Attn: Corporate Trust Administration.

      "Covered Person" means any Holder or beneficial owner of Trust Preferred
Securities.

      "Debentures" means the series of subordinated deferrable interest
debentures of the Guarantor designated the 6.62% Junior Subordinated Deferrable
Interest Debentures due December 12, 2034 held by the Property Trustee (as
defined in the Declaration) of the Issuer.

      "Guarantee Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Trust Preferred Securities
Guarantee; provided, however, that except with respect to a default in payment
of any Guarantee Payment, the Guarantor shall have received notice of default
and shall not have cured such default within 60 days after receipt of such
notice.

      "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Trust Preferred Securities to the extent the Issuer has funds on hand
legally

                                       2


available therefor at such time; (ii) the redemption price, including all
accumulated and unpaid Distributions to the date of redemption (the "Redemption
Price") to the extent the Issuer has funds on hand legally available therefor at
such time, with respect to any Trust Preferred Securities called for redemption
by the Issuer; and (iii) upon a voluntary or involuntary dissolution or winding
up of the Issuer (other than in connection with the distribution of Debentures
to the Holders in exchange for Trust Preferred Securities as provided in the
Declaration), the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Trust Preferred Securities to the
date of payment, to the extent the Issuer has funds on hand legally available
therefor, and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer after satisfaction of
liabilities to creditors (in either case, the "Liquidation Distribution"). If an
Event of Default has occurred and is continuing, no Guarantee Payments under the
Common Securities Guarantee with respect to the Common Securities or any
guarantee payment under any Other Common Securities Guarantees shall be made
until the Holders shall be paid in full the Guarantee Payments to which they are
entitled under this Trust Preferred Securities Guarantee.

      "Holder" shall mean any holder, as registered on the books and records of
the Issuer, of any Trust Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

      "Indemnified Person" means the Trust Preferred Securities Guarantee
Trustee, any Affiliate of the Trust Preferred Securities Guarantee Trustee, or
any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Trust Preferred
Securities Guarantee Trustee.

      "Indenture" means the Indenture dated as of November 30, 2004, between the
Guarantor (the "Debenture Issuer") and Wilmington Trust Company, as trustee (the
"Indenture Trustee"), pursuant to which the Debentures are to be issued to the
Property Trustee of the Issuer.

      "Indenture Event of Default" shall mean any event specified in Section
5.01 of the Indenture.

      "Majority in liquidation amount of the Trust Preferred Securities" means,
except as provided by the Declaration, the terms of the Preferred Securities or
by the Trust Indenture Act, a vote by Holder(s) of more than 50% of the
aggregate liquidation amount of all Trust Preferred Securities. In determining
whether the Holders of the requisite amount of Trust Preferred Securities have
voted, Trust Preferred Securities which are owned by the Guarantor or any
Affiliate of the Guarantor or any other obligor on the Trust Preferred
Securities shall be disregarded for the purpose of any such determination.

      "Officers' Certificate" means, with respect to the Guarantor, a
certificate signed by any two of the following: the Chairman, a Vice Chairman,
the Chief Executive Officer, the President, a Vice President, the Comptroller,
the Secretary or an Assistant Secretary of the Guarantor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Preferred Securities Guarantee (other than pursuant
to Section 314(d)(4) of the Trust Indenture Act) shall include:

      (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

                                       3


      (b)a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

      (c) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

      "Other Common Securities Guarantees" shall have the same meaning as "Other
Guarantees" as defined in the Common Securities Guarantee.

      "Other Debentures" means all junior subordinated debentures issued by the
Guarantor from time to time and sold to trusts to be established by the
Guarantor, in each case similar to the Issuer.

      "Other Guarantees" means all guarantees issued or to be issued by the
Guarantor with respect to trust preferred securities similar to the Trust
Preferred Securities issued by other trusts established or to be established by
the Guarantor, in each case similar to the Issuer.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Responsible Officer" means, with respect to the Trust Preferred
Securities Guarantee Trustee, any officer within the Corporate Trust Office of
the Trust Preferred Securities Guarantee Trustee with direct responsibility for
the administration of this Trust Preferred Securities Guarantee and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer's knowledge of and familiarity
with the particular subject.

      "Successor Trust Preferred Securities Guarantee Trustee" means a successor
Trust Preferred Securities Guarantee Trustee possessing the qualifications to
act as Trust Preferred Securities Guarantee Trustee under Section 4.1.

      "Trust Preferred Securities Guarantee Trustee" means Wilmington Trust
Company, a Delaware banking corporation, until a Successor Trust Preferred
Securities Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Trust Preferred Securities Guarantee
and thereafter means each such Successor Trust Preferred Securities Guarantee
Trustee.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

      "Trust Securities" means the Common Securities and the Trust Preferred
Securities, collectively.

                                       4


                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION

      (a) This Trust Preferred Securities Guarantee is subject to the provisions
of the Trust Indenture Act that are required to be part of this Trust Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions; and

      (b) if and to the extent that any provision of this Trust Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 2.2 LISTS OF HOLDERS OF TRUST PREFERRED SECURITIES

      (a) The Guarantor shall provide the Trust Preferred Securities Guarantee
Trustee (unless the Trust Preferred Securities Guarantee Trustee is otherwise
the registrar of the Trust Preferred Securities) with a list, in such form as
the Trust Preferred Securities Guarantee Trustee may reasonably require, of the
names and addresses of the Holders of the Trust Preferred Securities ("List of
Holders") as of such date, (i) within 14 days after each record date for payment
of Distributions, as defined in the Declaration, and (ii) at any other time
within 30 days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Trust Preferred Securities Guarantee Trustee, provided, that the
Guarantor shall not be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders given to
the Trust Preferred Securities Guarantee Trustee by the Guarantor. The Trust
Preferred Securities Guarantee Trustee shall preserve, in as current a form as
is reasonably practicable, all information contained in a List of Holders given
to it, provided that it may destroy any List of Holders previously given to it
on receipt of a new List of Holders.

      (b) The Trust Preferred Securities Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

SECTION 2.3 REPORTS BY THE TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

      On or before July 31 of each year, commencing July 31, 2005, the Trust
Preferred Securities Guarantee Trustee shall provide to the Holders such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the form
and in the manner provided by Section 313 of the Trust Indenture Act. The Trust
Preferred Securities Guarantee Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

      The Guarantor shall provide to the Trust Preferred Securities Guarantee
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the

                                       5


manner and at the times required by Section 314 of the Trust Indenture Act,
provided that such compliance certificate shall be delivered on or before 120
days after the end of each fiscal year of the Guarantor.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

      The Guarantor shall provide to the Trust Preferred Securities Guarantee
Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Trust Preferred Securities Guarantee that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6 GUARANTEE EVENTS OF DEFAULT; WAIVER

      The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote or by written consent, on behalf of all Holders, waive
any past Guarantee Event of Default and its consequences. Upon such waiver, any
such Guarantee Event of Default shall cease to exist, and any Guarantee Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Trust Preferred Securities Guarantee, but no such waiver shall extend to
any subsequent or other default or Guarantee Event of Default or impair any
right consequent thereon.

SECTION 2.7 GUARANTEE EVENT OF DEFAULT; NOTICE

      (a) The Trust Preferred Securities Guarantee Trustee shall, within 90 days
after the occurrence of a Guarantee Event of Default, mail by first class
postage prepaid, to all Holders, notices of all Guarantee Events of Default
actually known to a Responsible Officer, unless such defaults have been cured
before the giving of such notice; provided, that, except in the case of a
Guarantee Event of Default in the timing or payment of any Guarantee Payment,
the Trust Preferred Securities Guarantee Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or a Responsible Officer of the
Trust Preferred Securities Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

      (b)The Trust Preferred Securities Guarantee Trustee shall not be deemed to
have knowledge of any Guarantee Event of Default unless the Trust Preferred
Securities Guarantee Trustee shall have received written notice from the
Guarantor, or a Responsible Officer charged with the administration of this
Trust Preferred Securities Guarantee shall have obtained actual knowledge, of
such Guarantee Event of Default.

SECTION 2.8 CONFLICTING INTERESTS

      The Declaration shall be deemed to be specifically described in this Trust
Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                       6


                                   ARTICLE III

                          POWERS, DUTIES AND RIGHTS OF

                  TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

SECTION 3.1 POWERS AND DUTIES OF THE TRUST PREFERRED SECURITIES GUARANTEE
            TRUSTEE

      (a) This Trust Preferred Securities Guarantee shall be held by the Trust
Preferred Securities Guarantee Trustee for the benefit of the Holders, and the
Trust Preferred Securities Guarantee Trustee shall not transfer this Trust
Preferred Securities Guarantee to any Person except a Holder exercising his, her
or its rights pursuant to Section 5.4(b) or to a Successor Trust Preferred
Securities Guarantee Trustee on acceptance by such Successor Trust Preferred
Securities Guarantee Trustee of its appointment to act as Successor Trust
Preferred Securities Guarantee Trustee. The right, title and interest of the
Trust Preferred Securities Guarantee Trustee shall automatically vest in any
Successor Trust Preferred Securities Guarantee Trustee, and such vesting and
succession of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Trust Preferred Securities Guarantee Trustee.

      (b) If a Guarantee Event of Default actually known to a Responsible
Officer has occurred and is continuing, the Trust Preferred Securities Guarantee
Trustee shall enforce this Trust Preferred Securities Guarantee for the benefit
of the Holders.

      (c) The Trust Preferred Securities Guarantee Trustee, before the
occurrence of any Guarantee Event of Default and after the curing of all
Guarantee Events of Default that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this Trust Preferred
Securities Guarantee, and no implied covenants shall be read into this Trust
Preferred Securities Guarantee against the Trust Preferred Securities Guarantee
Trustee. In case a Guarantee Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.6) and is actually known to a Responsible
Officer, the Trust Preferred Securities Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Trust Preferred Securities Guarantee,
and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

      (d) No provision of this Trust Preferred Securities Guarantee shall be
construed to relieve the Trust Preferred Securities Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

            (i) prior to the occurrence of any Guarantee Event of Default and
            after the curing or waiving of all such Guarantee Events of Default
            that may have occurred:

                  (A) the duties and obligations of the Trust Preferred
            Securities Guarantee Trustee shall be determined solely by the
            express provisions of this Trust Preferred Securities Guarantee, and
            the Trust Preferred Securities Guarantee Trustee shall not be liable
            except for the performance of such duties and obligations as are
            specifically set forth in this Trust Preferred Securities Guarantee,
            and no implied covenants or obligations shall be read into this
            Trust Preferred Securities Guarantee against the Trust Preferred
            Securities Guarantee Trustee; and

                                       7


                  (B) in the absence of bad faith on the part of the Trust
            Preferred Securities Guarantee Trustee, the Trust Preferred
            Securities Guarantee Trustee may conclusively rely, as to the truth
            of the statements and the correctness of the opinions expressed
            therein, upon any certificates or opinions furnished to the Trust
            Preferred Securities Guarantee Trustee and conforming to the
            requirements of this Trust Preferred Securities Guarantee; but in
            the case of any such certificates or opinions that by any provision
            hereof are specifically required to be furnished to the Trust
            Preferred Securities Guarantee Trustee, the Trust Preferred
            Securities Guarantee Trustee shall be under a duty to examine the
            same to determine whether or not they conform to the requirements of
            this Trust Preferred Securities Guarantee (but need not confirm or
            investigate the accuracy of mathematical calculations or other facts
            stated therein);

            (ii) the Trust Preferred Securities Guarantee Trustee shall not be
            liable for any error of judgment made in good faith by a Responsible
            Officer, unless it shall be proved that the Trust Preferred
            Securities Guarantee Trustee was negligent in ascertaining the
            pertinent facts upon which such judgment was made;

            (iii) the Trust Preferred Securities Guarantee Trustee shall not be
            liable with respect to any action taken or omitted to be taken by it
            in good faith in accordance with the direction of the Holders of a
            Majority in liquidation amount of the Trust Preferred Securities
            relating to the time, method and place of conducting any proceeding
            for any remedy available to the Trust Preferred Securities Guarantee
            Trustee, or exercising any trust or power conferred upon the Trust
            Preferred Securities Guarantee Trustee under this Trust Preferred
            Securities Guarantee; and

            (iv) no provision of this Trust Preferred Securities Guarantee shall
            require the Trust Preferred Securities Guarantee Trustee to expend
            or risk its own funds or otherwise incur personal financial
            liability in the performance of any of its duties or in the exercise
            of any of its rights or powers, if the Trust Preferred Securities
            Guarantee Trustee shall have reasonable grounds for believing that
            the repayment of such funds or liability is not reasonably assured
            to it under the terms of this Trust Preferred Securities Guarantee
            or indemnity, reasonably satisfactory to the Trust Preferred
            Securities Guarantee Trustee, against such risk or liability is not
            reasonably assured to it.

SECTION 3.2 CERTAIN RIGHTS OF TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

      (a) Subject to the provisions of Section 3.1:

            (i) The Trust Preferred Securities Guarantee Trustee may
            conclusively rely, and shall be fully protected in acting or
            refraining from acting, upon any resolution, certificate, statement,
            instrument, opinion, report, notice, request, direction, consent,
            order, bond, debenture, note, other evidence of indebtedness or
            other paper or document believed by it to be genuine and to have
            been signed, sent or presented by the proper party or parties.

                                       8


            (ii) Any direction or act of the Guarantor contemplated by this
            Trust Preferred Securities Guarantee may be sufficiently evidenced
            by an Officers' Certificate.

            (iii) Whenever, in the administration of this Trust Preferred
            Securities Guarantee, the Trust Preferred Securities Guarantee
            Trustee shall deem it desirable that a matter be proved or
            established before taking, suffering or omitting any action
            hereunder, the Trust Preferred Securities Guarantee Trustee (unless
            other evidence is herein specifically prescribed) may, in the
            absence of bad faith on its part, request and conclusively rely upon
            an Officers' Certificate which, upon receipt of such request, shall
            be promptly delivered by the Guarantor.

            (iv) The Trust Preferred Securities Guarantee Trustee shall have no
            duty to see to any recording, filing or registration of any
            instrument (or any rerecording, refiling or registration thereof).

            (v) The Trust Preferred Securities Guarantee Trustee may consult
            with counsel of its selection, and the advice or opinion of such
            counsel with respect to legal matters shall be full and complete
            authorization and protection in respect of any action taken,
            suffered or omitted by it hereunder in good faith and in accordance
            with such advice or opinion. Such counsel may be counsel to the
            Guarantor or any of its Affiliates and may include any of its
            employees. The Trust Preferred Securities Guarantee Trustee shall
            have the right at any time to seek instructions concerning the
            administration of this Trust Preferred Securities Guarantee from any
            court of competent jurisdiction.

            (vi) The Trust Preferred Securities Guarantee Trustee shall be under
            no obligation to exercise any of the rights or powers vested in it
            by this Trust Preferred Securities Guarantee at the request or
            direction of any Holder, unless such Holder shall have provided to
            the Trust Preferred Securities Guarantee Trustee such security and
            indemnity, reasonably satisfactory to the Trust Preferred Securities
            Guarantee Trustee, against the costs, expenses (including attorneys'
            fees and expenses and the expenses of the Trust Preferred Securities
            Guarantee Trustee's agents, nominees or custodians) and liabilities
            that might be incurred by it in complying with such request or
            direction, including such reasonable advances as may be requested by
            the Trust Preferred Securities Guarantee Trustee; provided that,
            nothing contained in this Section 3.2(a)(vi) shall be taken to
            relieve the Trust Preferred Securities Guarantee Trustee, upon the
            occurrence of a Guarantee Event of Default, of its obligation to
            exercise the rights and powers vested in it by this Trust Preferred
            Securities Guarantee.

            (vii) The Trust Preferred Securities Guarantee Trustee shall not be
            bound to make any investigation into the facts or matters stated in
            any resolution, certificate, statement, instrument, opinion, report,
            notice, request, direction, consent, order, bond, debenture, note,
            other evidence of indebtedness or other paper or document, but the
            Trust Preferred Securities Guarantee Trustee, in its discretion, may
            make such further inquiry or investigation into such facts or
            matters as it may see fit.

                                       9


            (viii) The Trust Preferred Securities Guarantee Trustee may execute
            any of the trusts or powers hereunder or perform any duties
            hereunder either directly or by or through agents, nominees,
            custodians or attorneys, and the Trust Preferred Securities
            Guarantee Trustee shall not be responsible for any misconduct or
            negligence on the part of any agent, custodian, nominee or attorney
            appointed with due care by it hereunder.

            (ix) Any action taken by the Trust Preferred Securities Guarantee
            Trustee or its agents hereunder shall bind the Holders, and the
            signature of the Trust Preferred Securities Guarantee Trustee or its
            agents alone shall be sufficient and effective to perform any such
            action. No third party shall be required to inquire as to the
            authority of the Trust Preferred Securities Guarantee Trustee to so
            act or as to its compliance with any of the terms and provisions of
            this Trust Preferred Securities Guarantee, both of which shall be
            conclusively evidenced by the Trust Preferred Securities Guarantee
            Trustee's or its agent's taking such action.

            (x) Whenever in the administration of this Trust Preferred
            Securities Guarantee the Trust Preferred Securities Guarantee
            Trustee shall deem it desirable to receive instructions with respect
            to enforcing any remedy or right or taking any other action
            hereunder, the Trust Preferred Securities Guarantee Trustee (i) may
            request instructions from the Holders of a Majority in liquidation
            amount of the Trust Preferred Securities, (ii) may refrain from
            enforcing such remedy or right or taking such other action until
            such instructions are received and (iii) shall be protected in
            conclusively relying on or acting in accordance with such
            instructions.

            (xi) The Trust Preferred Securities Guarantee Trustee shall not be
            liable for any action taken, suffered, or omitted to be taken by it
            in good faith, without negligence, and reasonably believed by it to
            be authorized or within the discretion or rights or powers conferred
            upon it by this Trust Preferred Securities Guarantee.

      (b) No provision of this Trust Preferred Securities Guarantee shall be
deemed to impose any duty or obligation on the Trust Preferred Securities
Guarantee Trustee to perform any act or acts or exercise any right, power, duty
or obligation conferred or imposed on it in any jurisdiction in which it shall
be illegal, or in which the Trust Preferred Securities Guarantee Trustee shall
be unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trust Preferred Securities
Guarantee Trustee shall be construed to be a duty.

SECTION 3.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF TRUST PREFERRED
             SECURITIES GUARANTEE

      The recitals contained in this Trust Preferred Securities Guarantee shall
be taken as the statements of the Guarantor, and the Trust Preferred Securities
Guarantee Trustee does not assume any responsibility for their correctness. The
Trust Preferred Securities Guarantee Trustee makes no representation as to the
validity or sufficiency of this Trust Preferred Securities Guarantee.

                                       10


                                   ARTICLE IV

                  TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE

SECTION 4.1 TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE; ELIGIBILITY

      (a) There shall at all times be a Trust Preferred Securities Guarantee
Trustee which shall:

            (i) not be an Affiliate of the Guarantor; and

            (ii) be a corporation organized and doing business under the laws of
            the United States of America or any State or Territory thereof or of
            the District of Columbia, or a corporation or Person permitted by
            the Securities and Exchange Commission to act as an institutional
            trustee under the Trust Indenture Act, authorized under such laws to
            exercise corporate trust powers, having a combined capital and
            surplus of at least 50 million U.S. dollars ($50,000,000), and
            subject to supervision or examination by Federal, State, Territorial
            or District of Columbia authority. If such corporation publishes
            reports of condition at least annually, pursuant to law or to the
            requirements of the supervising or examining authority referred to
            above, then, for the purposes of this Section 4.1(a)(ii), the
            combined capital and surplus of such corporation shall be deemed to
            be its combined capital and surplus as set forth in its most recent
            report of condition so published.

      (b) If at any time the Trust Preferred Securities Guarantee Trustee shall
cease to be eligible to so act under Section 4.1(a), the Trust Preferred
Securities Guarantee Trustee shall immediately resign in the manner and with the
effect set out in Section 4.2(c).

      (c) If the Trust Preferred Securities Guarantee Trustee has or shall
acquire any "conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Trust Preferred Securities Guarantee Trustee and
Guarantor shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUST PREFERRED SECURITIES
            GUARANTEE TRUSTEE

      (a) Subject to Section 4.2(b), the Trust Preferred Securities Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor
except during a Guarantee Event of Default.

      (b) The Trust Preferred Securities Guarantee Trustee shall not be removed
in accordance with Section 4.2(a) until a Successor Trust Preferred Securities
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Trust Preferred Securities
Guarantee Trustee and delivered to the Guarantor.

      (c) The Trust Preferred Securities Guarantee Trustee shall hold office
until a Successor Trust Preferred Securities Guarantee Trustee shall have been
appointed or until its removal or resignation. The Trust Preferred Securities
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Trust Preferred
Securities Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect

                                       11


until a Successor Trust Preferred Securities Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by
such Successor Trust Preferred Securities Guarantee Trustee and delivered to the
Guarantor and the resigning Trust Preferred Securities Guarantee Trustee.

      (d) If no Successor Trust Preferred Securities Guarantee Trustee shall
have been appointed and accepted appointment as provided in this Section 4.2
within 60 days after delivery of an instrument of removal or resignation, the
Trust Preferred Securities Guarantee Trustee resigning or being removed may
petition any court of competent jurisdiction for appointment of a Successor
Trust Preferred Securities Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Trust Preferred Securities Guarantee Trustee.

      (e) No Trust Preferred Securities Guarantee Trustee shall be liable for
the acts or omissions to act of any Successor Trust Preferred Securities
Guarantee Trustee.

      (f) Upon termination of this Trust Preferred Securities Guarantee or
removal or resignation of the Trust Preferred Securities Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Trust Preferred
Securities Guarantee Trustee all amounts due to the Trust Preferred Securities
Guarantee Trustee for fees and reimbursement of expenses which have accrued to
the date of such termination, removal or resignation.

                                    ARTICLE V

                                    GUARANTEE

SECTION 5.1 GUARANTEE

      The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Issuer), as and when due, regardless of any defense, right of set- off or
counterclaim that the Issuer may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.

SECTION 5.2 WAIVER OF NOTICE AND DEMAND

      The Guarantor hereby waives notice of acceptance of this Trust Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

SECTION 5.3 OBLIGATIONS NOT AFFECTED

      The obligations, covenants, agreements and duties of the Guarantor under
this Trust Preferred Securities Guarantee shall be absolute and unconditional
and shall remain in full force and effect until the entire liquidation amount of
all Trust Preferred Securities shall have been paid and such obligations,
covenants, agreements and duties shall in no way be affected or impaired by
reason

                                       12


of the happening from time to time of any event, including without limitation
the following, whether or not with notice to, or the consent of, the Guarantor:

      (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Trust Preferred Securities to be
performed or observed by the Issuer;

      (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution (as
defined in the Declaration) or any other sums payable under the terms of the
Trust Preferred Securities or the extension of time for the performance of any
other obligation under, arising out of, or in connection with, the Trust
Preferred Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the Debentures
permitted by the Indenture);

      (c) any failure, omission, delay or lack of diligence on the part of the
Property Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Property Trustee or the Holders
pursuant to the terms of the Trust Preferred Securities, or any action on the
part of the Issuer granting indulgence or extension of any kind;

      (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

      (e) any invalidity of, or defect or deficiency in, the Trust Preferred
Securities;

      (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred;

      (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor with respect to the
Guarantee Payments shall be absolute and unconditional under any and all
circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.
No set-off, counterclaim, reduction or diminution of any obligation, or any
defense of any kind or nature that the Guarantor has or may have against any
Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Trust Preferred Securities Guarantee.

SECTION 5.4 RIGHTS OF HOLDERS

      (a) The Holders of a Majority in liquidation amount of the Trust Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trust Preferred Securities Guarantee
Trustee in respect of this Trust Preferred Securities Guarantee or exercising
any trust or power conferred upon the Trust Preferred Securities Guarantee
Trustee under this Trust Preferred Securities Guarantee.

                                       13


      (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce
such Trust Preferred Securities Guarantee, any Holder may institute a legal
proceeding directly against the Guarantor to enforce the Trust Preferred
Securities Guarantee Trustee's rights under this Trust Preferred Securities
Guarantee, without first instituting a legal proceeding against the Issuer, the
Trust Preferred Securities Guarantee Trustee or any other Person or entity.
Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee
Payment, a Holder may directly institute a proceeding against the Guarantor for
enforcement of the Trust Preferred Securities Guarantee for such payment to the
Holder of the principal of or interest on the Debentures on or after the
respective due dates specified in the Debentures, and the amount of the payment
will be based on the Holder's pro rata share of the amount due and owing on all
of the Trust Preferred Securities. The Guarantor waives any right or remedy to
require that any action be brought first against the Issuer or any other Person
or entity before proceeding directly against the Guarantor.

SECTION 5.5 GUARANTEE OF PAYMENT

      This Trust Preferred Securities Guarantee creates a guarantee of payment
and not of collection.

SECTION 5.6 SUBROGATION

      The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Trust Preferred Securities Guarantee; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Trust Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Trust Preferred Securities Guarantee. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.

SECTION 5.7 INDEPENDENT OBLIGATIONS

      The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Trust Preferred Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Trust Preferred Securities
Guarantee notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 LIMITATION OF TRANSACTIONS

      So long as any Trust Preferred Securities remain outstanding, if there
shall have occurred a Guarantee Event of Default or an Event of Default, or an
event that, with the giving of notice or the lapse of time, or both, would be a
Guarantee Event of Default or an Event of Default then, prior to the payment of
all accrued interest on outstanding Debentures , the Guarantor shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation

                                       14


payment with respect to, any of the Guarantor's capital stock (which includes
common and preferred stock), (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem any debt securities of the
Guarantor (including any Other Debentures) that rank pari passu with or junior
in right of payment to the Debentures or (iii) make any guarantee payments with
respect to any guarantee by the Guarantor of the debt securities of any
Subsidiary (including under Other Guarantees) if such guarantee ranks equal or
junior in right of payment to the Debentures (other than (a) dividends or
distributions in shares of, or options, warrants, rights to subscribe for or
purchase shares of, common stock of the Guarantor, (b) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Trust
Preferred Securities Guarantee, (d) the purchase of fractional shares resulting
from a reclassification of the Guarantor's capital stock, (e) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged and (f) purchases of common stock related to the issuance
of common stock or rights under any of the Guarantor's benefit plans for its
directors, officers or employees or any of the Guarantor's dividend reinvestment
plans).

SECTION 6.2 RANKING

      This Trust Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to Senior and Subordinated Indebtedness (as defined in the Indenture),
to the same extent and in the same manner that the Debentures are subordinated
to Senior and Subordinated Indebtedness pursuant to the Indenture, (ii) pari
passu with the Debentures, the Other Debentures, the Common Securities
Guarantee, any Other Guarantee and any Other Common Securities Guarantee, (iii)
senior to the Guarantor's capital stock and (iv) effectively subordinated to the
liabilities and obligations of the Guarantor's subsidiaries. If an Event of
Default has occurred and is continuing, the rights of the holders of the Common
Securities to receive any payments shall be subordinated to the rights of the
Holders to receive Guarantee Payments hereunder.

                                   ARTICLE VII

                                   TERMINATION

SECTION 7.1 TERMINATION

      This Trust Preferred Securities Guarantee shall terminate (i) upon full
payment of the Redemption Price (as defined in the Declaration) of all Trust
Preferred Securities or (ii) upon liquidation of the Issuer and the full payment
of the amounts payable in accordance with the Declaration or the distribution of
the Debentures to the Holders and the holders of Common Securities.
Notwithstanding the foregoing, this Trust Preferred Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Trust Preferred
Securities or under this Trust Preferred Securities Guarantee.

                                       15


                                   ARTICLE VII

                                 INDEMNIFICATION

SECTION 8.1 EXCULPATION

      (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Trust Preferred
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Trust Preferred Securities Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

      (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

SECTION 8.2 INDEMNIFICATION

      The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any and all loss, liability, damage,
claim or expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses (including reasonable legal
fees and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The obligation to indemnify as set forth in this Section 8.2
shall survive the termination of this Trust Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1 SUCCESSORS AND ASSIGNS

      All guarantees and agreements contained in this Trust Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
then outstanding.

                                       16


SECTION 9.2 AMENDMENTS

      Except with respect to any changes that do not adversely affect the rights
of Holders (in which case no consent of Holders will be required), this Trust
Preferred Securities Guarantee may only be amended with the prior approval of
the Holders of a Majority in liquidation amount of the Trust Preferred
Securities (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined). The provisions of the Declaration
with respect to consents to amendments thereof (whether at a meeting or
otherwise) shall apply to the giving of such approval.

      Prior to executing any amendment hereto, the Trust Preferred Securities
Guarantee Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Trust Preferred Securities Guarantee Agreement.

SECTION 9.3 NOTICES

      All notices provided for in this Trust Preferred Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

      (a) If given to the Issuer, in care of the Trustee at the Issuer's mailing
address set forth below (or such other address as the Issuer may give notice of
to the Holders and the Trust Preferred Securities Guarantee Trustee):

              R&G Capital Trust VI
              c/o R&G Financial Corporation
              280 Jesus T. Pinero Avenue
              San Juan, Puerto Rico  00918
              Attention:   Joseph Sandoval

                     Administrative Trustee

      (b) If given to the Trust Preferred Securities Guarantee Trustee, at the
Trust Preferred Securities Guarantee Trustee's mailing address set forth below
(or such other address as the Trust Preferred Securities Guarantee Trustee may
give notice of to the Holders, the Guarantor and the Issuer):

                 Wilmington Trust Company
                 Rodney Square North
                 1100 North Market Street
                 Wilmington, Delaware 19890
                 Attn:  Corporate Trust Administration

                                       17


      (c) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders and the Trust Preferred Securities Guarantee Trustee):

               R&G Financial Corporation
               280 Jesus T. Pinero Avenue
               San Juan, Puerto Rico  00918
               Attention:   Chief Financial Officer

      (d) If given to any Holder, at the address set forth on the books and
records of the Issuer.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 9.4 BENEFIT

      This Trust Preferred Securities Guarantee is solely for the benefit of the
Holders and, subject to Section 3.1(a), is not separately transferable from the
Trust Preferred Securities.

SECTION 9.5 GOVERNING LAW

      THIS TRUST PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                    Signatures appear on the following page.

                                       18


         THIS TRUST PREFERRED SECURITIES GUARANTEE is executed as of the day and
year first above written.

                        R&G FINANCIAL CORPORATION,
                              as Guarantor

                        By:      /s/ Joseph R. Sandoval
                                 --------------------------------------------
                                 Joseph R. Sandoval
                                 Executive Vice President and Chief
                                   Financial Officer

                        WILMINGTON TRUST COMPANY,
                              as Trust Preferred Securities Guarantee Trustee

                        By:      /s/ Kristin F. Long
                                 --------------------------------------------
                        Name:    Kristin F. Long
                        Title:     Financial Services Officer

                                       19