<PAGE>
                                                                    EXHIBIT 4.5

                               R&G CAPITAL TRUST V


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                      AMONG


                     R&G FINANCIAL CORPORATION, AS SPONSOR,

           WILMINGTON TRUST COMPANY, AS PROPERTY AND DELAWARE TRUSTEE,


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           DATED AS OF _________, 2004
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>

ARTICLE I DEFINED TERMS...................................................     2
      1.1   Definitions...................................................     2
ARTICLE II ESTABLISHMENT OF THE TRUST.....................................    10
      2.1   Name..........................................................    10
      2.2   Office of the Delaware Trustee; Principal Place of Business...    10
      2.3   Organizational Expenses.......................................    10
      2.4   Issuance of the Preferred Securities..........................    10
      2.5   Issuance of the Common Securities; Subscription and
            Purchase of Debentures........................................    10
      2.6   Declaration of Trust..........................................    11
      2.7   Authorization to Enter into Certain Transactions..............    11
      2.8   Assets of Trust...............................................    15
      2.9   Title to Trust Property.......................................    15
ARTICLE III PAYMENT ACCOUNT...............................................    15
      3.1   Payment Account...............................................    15
ARTICLE IV DISTRIBUTIONS; REDEMPTION......................................    16
      4.1   Distributions.................................................    16
      4.2   Redemption....................................................    17
      4.3   Subordination of Common Securities............................    19
      4.4   Payment Procedures............................................    20
      4.5   Tax Returns and Reports.......................................    20
      4.6   Payment of Taxes, Duties, etc. of the Trust...................    20
      4.7   Payments Under Indenture......................................    21
ARTICLE V TRUST SECURITIES CERTIFICATES...................................    21
      5.1   Initial Ownership.............................................    21
      5.2   The Trust Securities Certificates.............................    21
      5.3   Execution, Authentication and Delivery of Trust
            Securities Certificates.......................................    21
      5.4   Registration of Transfer and Exchange of Preferred
            Securities Certificates.......................................    22
      5.5   Mutilated, Destroyed, Lost or Stolen Trust Securities
            Certificates..................................................    23
      5.6   Persons Deemed Securityholders................................    24
      5.7   Access to List of Securityholders' Names and Addresses........    24
      5.8   Maintenance of Office or Agency...............................    24
      5.9   Appointment of Paying Agent...................................    24
      5.10  Ownership of Common Securities by Sponsor.....................    25
      5.11  Trust Securities Certificates.................................    25
      5.12  [INTENTIONALLY LEFT BLANK]....................................    26
      5.13  Rights of Securityholders.....................................    26
ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING......................    27
      6.1   Limitations on Voting Rights..................................    27
      6.2   Notice of Meetings............................................    28
      6.3   Meetings of Preferred Securityholders.........................    28
      6.4   Voting Rights.................................................    29
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                         <C>
      6.5   Proxies, etc..................................................    29
      6.6   Securityholder Action by Written Consent......................    29
      6.7   Record Date for Voting and Other Purposes.....................    29
      6.8   Acts of Securityholders.......................................    29
      6.9   Inspection of Records.........................................    30
ARTICLE VII REPRESENTATIONS AND WARRANTIES................................    31
      7.1   Representations and Warranties of Bank and the Property
            Trustee.......................................................    31
      7.2   Representations and Warranties of the Delaware Bank and
            the Delaware Trustee..........................................    32
      7.3   Representations and Warranties of Sponsor.....................    33
ARTICLE VIII TRUSTEES.....................................................    34
      8.1   Certain Duties and Responsibilities...........................    34
      8.2   Certain Notices...............................................    36
      8.3   Certain Rights of Property Trustee............................    36
      8.4   Not Responsible for Recitals or Issuance of Securities........    39
      8.5   May Hold Securities...........................................    39
      8.6   Compensation; Indemnity; Fees.................................    39
      8.7   Corporate Property Trustee Required; Eligibility of
            Trustees......................................................    40
      8.8   Conflicting Interests.........................................    40
      8.9   Co-Trustees and Separate Trustee..............................    41
      8.10  Resignation and Removal; Appointment of Successor.............    42
      8.11  Acceptance of Appointment by Successor........................    44
      8.12  Merger, Conversion, Consolidation or Succession to Business...    45
      8.13  Preferential Collection of Claims Against Sponsor or Trust....    45
      8.14  Reports by Property Trustee...................................    45
      8.15  Reports to the Property Trustee...............................    45
      8.16  Evidence of Compliance with Conditions Precedent..............    45
      8.17  Number of Trustees............................................    46
      8.18  Delegation of Power...........................................    46
      8.19  Voting........................................................    46
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER............................    47
      9.1   Termination Upon Expiration Date..............................    47
      9.2   Early Termination.............................................    47
      9.3   Termination...................................................    47
      9.4   Liquidation...................................................    48
      9.5   Mergers, Consolidations, Amalgamations or Replacements
            of the Trust..................................................    49
ARTICLE X MISCELLANEOUS PROVISIONS........................................    51
      10.1  Limitation of Rights of Securityholders.......................    51
      10.2  Amendment.....................................................    51
      10.3  Severability..................................................    52
      10.4  Governing Law.................................................    52
      10.5  Payments Due on Non-Business Day..............................    53
      10.6  Successors....................................................    53
      10.7  Headings......................................................    53
      10.8  Reports, Notices and Demands..................................    53
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                         <C>
      10.9  Agreement Not to Petition.....................................    54
      10.10 Trust Indenture Act; Conflict with Trust Indenture Act........    54
      10.11 Acceptance of Terms of Trust Agreement, Guarantee and
            Indenture.....................................................    54
      10.12 Counterparts..................................................    55
      10.13 Exchange Act Obligations......................................    55
      10.13 Exchange Act Obligations......................................    54
</TABLE>

EXHIBITS

      Exhibit A   Certificate of Trust
      Exhibit B   Form of Common Securities Certificate
      Exhibit C   Form of Preferred Securities Certificate
      Exhibit D   Form of Preferred Securities Certificate Authentication





                                      iii
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of                                              Amended and Restated
Trust Indenture Act of 1939, as amended                 Declaration of Trust
<S>                                                     <C>

310(a)(1)..................................................................807
310(a)(2)..................................................................807
310(a)(3)..................................................................807
310(a)(4)...........................................................207(a)(ii)
310(b).....................................................................808
311(a).....................................................................813
311(b).....................................................................813
312(a).....................................................................507
312(b).....................................................................507
312(c).....................................................................507
313(a)..................................................................814(a)
313(a)(4)...............................................................814(b)
313(b)..................................................................814(b)
313(c)....................................................................1008
313(d)..................................................................814(c)
314(a).....................................................................815
314(b)..........................................................Not Applicable
314(c)(1)..................................................................816
314(c)(2)..................................................................816
314(c)(3).......................................................Not Applicable
314(d)..........................................................Not Applicable
314(e)................................................................101, 816
315(a)..........................................................801(a), 803(a)
315(b)...............................................................802, 1008
315(c)..................................................................801(a)
315(d)................................................................801, 803
316(a)(2).......................................................Not Applicable
316(b)..........................................................Not Applicable
316(c).....................................................................607
317(a)(1).......................................................Not Applicable
317(a)(2).......................................................Not Applicable
317(b).....................................................................509
318(a)....................................................................1010
</TABLE>

Note: This Cross-Reference Table does not constitute part of this Agreement and
      shall not affect the interpretation of any of its terms or provisions.



                                       iv
<PAGE>
                    AMENDED AND RESTATED DECLARATION OF TRUST

      AMENDED AND RESTATED DECLARATION OF TRUST, dated as of _________, 2004,
among (i) R&G FINANCIAL CORPORATION, a Puerto Rico corporation (including any
successors or assigns, the "Sponsor"), (ii) WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as property trustee and Delaware trustee (the "Delaware
Trustee," "Property Trustee" and, in its separate corporate capacity and not in
its capacity as the Property Trustee or Delaware Trustee, the "Bank"), (iii)
VICTOR J. GALAN, an individual, and JOSEPH R. SANDOVAL, an individual, each of
whose address is c/o Company (each an "Administrative Trustee" and collectively
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees referred to collectively as the "Trustees"), and (v)
the several Holders (as hereinafter defined).

                                    RECITALS

      WHEREAS, the Sponsor, the Delaware Trustee, and Victor J. Galan and Joseph
R. Sandoval, each as an administrative trustee, have heretofore duly declared
and established a statutory trust pursuant to the Delaware Statutory Trust Act
by the entering into that certain Declaration of Trust dated as of _________,
2004 (the "Original Trust Agreement") and by the execution and filing by the
Delaware Trustee and the administrative trustees with the Secretary of State of
the State of Delaware of the Certificate of Trust, filed on _________, 2004, the
form of which is attached as Exhibit A; and

      WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Sponsor; (ii) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust pursuant to the Agency
Agreement (as defined herein); (iii) the acquisition by the Trust from the
Sponsor of all of the right, title and interest in the Debentures (as defined
herein); and (iv) the appointment of the Trustees;

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:



                                     - 1 -
<PAGE>
                                    ARTICLE I

                                  DEFINED TERMS

      1.1   Definitions

      For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (a)   the terms defined in this Article I have the meanings assigned
                  to them in this Article I and include the plural as well as
                  the singular;

            (b)   all other terms used herein that are defined in the Trust
                  Indenture Act, either directly or by reference therein, have
                  the meanings assigned to them therein;

            (c)   unless the context otherwise requires, any reference to an
                  "Article" or a "Section" refers to an Article or a Section, as
                  the case may be, of this Trust Agreement; and

            (d)   the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Trust Agreement as a whole and
                  not to any particular Article, Section or other subdivision.

      "Act" has the meaning specified in Section 6.8.

      "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount equal to accrued interest,
including compound interest, in arrears and paid by the Sponsor on a Like Amount
of Debentures for such period.

      "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

      "Administrative Trustee" means each of Victor J. Galan and Joseph R.
Sandoval, solely in his capacity as Administrative Trustee of the Trust formed
and continued hereunder and not in his individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

      "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.



                                     - 2 -
<PAGE>
      "Agency Agreement" means the Agency Agreement, dated as of _________,
2004, among the Trust, the Sponsor and the Placement Agent named therein.

      "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 5.3.

      "Bank" has the meaning specified in the Preamble to this Trust Agreement.

      "Bankruptcy Event" means, with respect to any Person:

      (a) the entry of a decree or order by a court having jurisdiction in the
premises adjudging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking liquidation or reorganization of or in respect of such
Person under the United States Bankruptcy Code of 1978, as amended, or any other
similar applicable federal or state law, and the continuance of any such decree
or order unvacated and unstayed for a period of 90 days; or the commencement of
an involuntary case under the United States Bankruptcy Code of 1978, as amended,
in respect of such Person, which shall continue undismissed for a period of 90
days or entry of an order for relief in such case; or the entry of a decree or
order of a court having jurisdiction in the premises for the appointment on the
ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of such Person or of its property, or
for the winding up or liquidation of its affairs, and such decree or order shall
have remained in force unvacated and unstayed for a period of 90 days; or

      (b) the institution by such Person of proceedings to be adjudicated a
voluntary bankrupt, or the consent by such Person to the filing of a bankruptcy
proceeding against it, or the filing by such Person of a petition or answer or
consent seeking liquidation or reorganization under the United States Bankruptcy
Code of 1978, as amended, or other similar applicable federal or state law, or
the consent by such Person to the filing of any such petition or to the
appointment on the ground of insolvency or bankruptcy of a receiver or custodian
or liquidator or trustee or assignee in bankruptcy or insolvency of such Person
or of its property, or shall make a general assignment for the benefit of
creditors.

      "Bankruptcy Laws" has the meaning specified in Section 10.9.

      "Board Resolution" means a copy of a resolution certified by the Secretary
of the Sponsor to have been duly adopted by the Sponsor's Board of Directors, or
such committee of the Board of Directors or officers of the Sponsor to which
authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to
the appropriate Trustee.

      "Business Day" means a day other than a Saturday or Sunday, a day on which
banking institutions in San Juan, Puerto Rico, Wilmington, Delaware or The City
of New York are authorized or required by law, executive order or regulation to
remain closed, or a day on which the Property Trustee's Corporate Trust Office
or the Corporate Trust Office of the Debenture Trustee is closed for business.



                                     - 3 -
<PAGE>
      "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

      "Closing Date" means the date of execution and delivery of this Trust
Agreement.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument, 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 Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit B.

      "Company" means R&G Financial Corporation, a Puerto Rico corporation.

      "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890, Attn: Corporate Trust
Administration.

      "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

      "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

      "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation and any successor thereto, as trustee under the Indenture.

      "Debentures" means up to $103,092,800 principal amount of the Sponsor's
_____% Junior Subordinated Debentures due __________, 2034 issued pursuant to
the Indenture.

      "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued in certified, fully registered form as provided in Section
5.4.

      "Delaware Bank" means Wilmington Trust Company or its successor in
interest in such capacity, or any successor appointed as herein provided.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code Sections 3801 et seq. as it may be amended from
time to time.



                                     - 4 -
<PAGE>
      "Delaware Trustee" means the commercial bank or trust company identified
as the "Delaware Trustee" in the Preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor trustee appointed
as herein provided.

      "Distribution Date" has the meaning specified in Section 4.1(a).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

      (a) the occurrence of a Debenture Event of Default; or

      (b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

      (c) default by the Trust in the payment of any Redemption Price or Special
Event Redemption Price, as applicable, of any Trust Security when it becomes due
and payable; or

      (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c), above) and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Preferred 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

      (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Sponsor to appoint a successor Property Trustee
within 60 days thereof.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Expiration Date" has the meaning specified in Section 9.1.

      "Extended Interest Payment Period" has the meaning specified in Section
4.1 of the Indenture.

      "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Sponsor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.



                                     - 5 -
<PAGE>
      "Indenture" means the Indenture, dated as of _________, 2004, between the
Sponsor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time.

      "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which shall be used to pay the Redemption
Price or Special Event Redemption Price, as applicable, of such Trust
Securities; and (b) with respect to a distribution of Debentures to Holders of
Trust Securities in connection with a termination or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Debentures are distributed. Each
Debenture distributed pursuant to clause (b) above shall carry with it accrued
interest in an amount equal to the accrued and unpaid interest then due on such
Debentures.

      "Liquidation Amount" means the stated amount of $25 per Trust Security.

      "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.4(a).

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "Officers' Certificate" means a certificate signed by the Chief Executive
Officer or an Executive Vice President and by the Chief Financial Officer, of
the Sponsor, and delivered to the appropriate Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 8.16 shall be the
principal executive, financial or accounting officer of the Sponsor. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement 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



                                     - 6 -
<PAGE>
      (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 an opinion in writing of independent, outside
legal counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Sponsor, who shall be reasonably acceptable to the Property Trustee.

      "Original Trust Agreement" has the meaning specified in the Recitals to
this Trust Agreement.

      "Outstanding", when used with respect to Preferred Securities, means, as
of the date of determination, all Preferred Securities theretofore executed and
delivered under this Trust Agreement, except:

      (a) Preferred Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

      (b) Preferred Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Preferred Securities; provided that, if
such Preferred Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Trust Agreement; and

      (c) Preferred Securities which have been paid for in exchange for, or in
lieu of, which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5 and 5.11; provided, however, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the Sponsor,
any Trustee or any Affiliate of the Sponsor or any Trustee shall be disregarded
and deemed not to be Outstanding, except that (a) in determining whether any
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded; and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Sponsor, one or more of the Trustees and/or any such
Affiliate. Preferred Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Administrative Trustees the pledgee's right so to act with respect to such
Preferred Securities and the pledgee is not the Sponsor or any other Obligor
upon the Preferred Securities or a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Sponsor or any
Affiliate of the Sponsor.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures shall be held and from


                                     - 7 -
<PAGE>
which the Property Trustee shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

      "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

      "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
C.

      "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee," in the Preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee
appointed as herein provided.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

      "Redemption Price" with respect to any Trust Security as of any given date
identified in the chart below, means the price which is expressed as a
percentage of the Liquidation Amount:

<TABLE>
<CAPTION>
             YEAR BEGINNING                            PERCENTAGE
             --------------                            ----------
<S>                                                    <C>
      On or after          , 2009                         105%
                  ---------
      On or after          , 2010                         104%
                  ---------
      On or after          , 2011                         103%
                  ---------
      On or after          , 2012                         102%
                  ---------
      On or after          , 2013                         101%
                  ---------
      On or after          , 2014                         100%
                  ---------
</TABLE>

      plus accumulated and unpaid Distributions to the Redemption Date allocated
on a pro rata basis (based on Liquidation Amounts).

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.



                                     - 8 -
<PAGE>
      "Securityholder" or "Holder" means a Person in whose name a Trust Security
is or Trust Securities are registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Statutory Trust
Act.

      "Special Event" means a "Special Event" as defined in Section 1.1 of the
Indenture.

      "Special Event Redemption Price" with respect to a Trust Security on the
occurrence of a Special Event, means the Liquidation Amount of such Trust
Security, plus accumulated and unpaid Distributions to the Redemption Date
allocated on a pro rata basis (based on Liquidation Amounts).

      "Sponsor" has the meaning specified in the Preamble to this Trust
Agreement.

      "Trust" means the Delaware statutory trust created and continued hereby
and identified on the cover page to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939, as amended, is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

      "Trust Property" means (a) the Debentures; (b) any cash on deposit in, or
owing to, the Payment Account; and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.



                                     - 9 -
<PAGE>
                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

      2.1   Name.

      The Trust continued hereby shall be known as "R&G Capital Trust V," as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

      2.2   Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890, Attn: Corporate Trust Administration, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Sponsor. The principal executive
office of the Trust is c/o R&G Financial Corporation, 280 Jesus T. Pinero
Avenue, San Juan, Puerto Rico 00918.

      2.3   Organizational Expenses.

      The Sponsor shall pay organizational expenses of the Trust as they arise
or shall, upon request of any Trustee, promptly reimburse such Trustee for any
such expenses paid by such Trustee. The Sponsor shall make no claim upon the
Trust Property for the payment of such expenses.

      2.4   Issuance of the Preferred Securities.

      The Sponsor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the Agency
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver in accordance with the Agency Agreement,
Preferred Securities Certificates, registered in the name of the Person or
Persons entitled thereto in an aggregate amount of 4,000,000 Preferred
Securities, having an aggregate Liquidation Amount of $100,000,000, against
receipt of the aggregate purchase price for such Preferred Securities of
$100,000,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.

      2.5   Issuance of the Common Securities; Subscription and Purchase of
            Debentures.

      Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Sponsor, a Common Securities Certificate,
registered in the name of the Sponsor, in an aggregate amount of Common
Securities having an aggregate Liquidation Amount of $3,092,800 against payment
by the Sponsor of such amount. Contemporaneously therewith, an


                                     - 10 -
<PAGE>
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Sponsor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$3,092,800, and, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Sponsor the sum
of $3,092,800.

      2.6   Declaration of Trust.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities representing undivided beneficial interests in the assets
of the Trust, (b) to invest the gross proceeds from such sale to acquire certain
Debentures of the Debenture Issuer, (c) to facilitate direct investment in the
assets of the Trust through the issuance of the securities, and use the proceeds
from such sale to acquire the Debentures; and (d) to engage in those activities
necessary or incidental thereto. The Trust shall not borrow money, issue debt or
reinvest the proceeds derived from investments, 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 and Puerto Rico income tax
purposes as a trust whose assets are deemed to be owned by the grantor (grantor
trust). The Sponsor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein and in the
Delaware Statutory Trust Act, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. 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 Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Statutory Trust Act.

      2.7   Authorization to Enter into Certain Transactions.

            (a)   The Trustees shall conduct the affairs of the Trust in
                  accordance with the terms of this Trust Agreement. Subject to
                  the limitations set forth in paragraph (b) of this Section 2.7
                  and Article VIII, and in accordance with the following
                  provisions (i) and (ii), the Administrative Trustees shall
                  have the authority to enter into all transactions and
                  agreements determined by the Administrative Trustees to be
                  appropriate in exercising the authority, express or implied,
                  otherwise granted to the Administrative Trustees under this
                  Trust Agreement, and to perform all acts in furtherance
                  thereof, including without limitation, the following:

                  (i)   As among the Trustees, each Administrative Trustee,
                        acting singly or jointly, shall have the power and
                        authority to act on behalf of the Trust with respect to
                        the following matters:



                                     - 11 -
<PAGE>
                        (A)   issuance and sale of the Trust Securities and the
                              compliance with the Agency Agreement in connection
                              therewith;

                        (B)   causing the Trust to enter into, and execute,
                              deliver and perform on behalf of the Trust, the
                              Agency Agreement, and such other agreements or
                              documents as may be necessary or desirable in
                              connection with the purposes and function of the
                              Trust;

                        (C)   assisting in the registration of the Preferred
                              Securities under the Securities Act of 1933, as
                              amended, and under State securities "blue sky"
                              laws including the execution of a registration
                              statement and the qualification of this Trust
                              Agreement as a trust indenture under the Trust
                              Indenture Act;

                        (D)   sending of notices (other than notices of default)
                              and other information regarding the Trust
                              Securities and the Debentures to the
                              Securityholders in accordance with this Trust
                              Agreement;

                        (E)   appointment of a Paying Agent, Authenticating
                              Agent and Securities Registrar in accordance with
                              this Trust Agreement;

                        (F)   to the extent provided in this Trust Agreement,
                              the winding up of the affairs of and liquidation
                              of the Trust and the preparation, execution and
                              filing of the certificate of cancellation with the
                              Secretary of State of the State of Delaware;

                        (G)   taking 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 necessary to protect the limited liability of
                              the Holders of the Preferred Securities or to
                              enable the Trust to effect the purposes for which
                              the Trust was created; and

                        (H)   taking any action incidental to the foregoing as
                              the Administrative Trustees may from time to time
                              determine is necessary or advisable to give effect
                              to the terms of this Trust Agreement for the
                              benefit of the Securityholders



                                     - 12 -
<PAGE>
                              (without consideration of the effect of any such
                              action on any particular Securityholder).

                  (ii)  As among the Trustees, the Property Trustee shall have
                        the power, duty and authority to act on behalf of the
                        Trust with respect to the following matters:

                        (A)   the establishment of the Payment Account;

                        (B)   the receipt of the Debentures;

                        (C)   the collection of interest, principal and any
                              other payments made in respect of the Debentures
                              in the Payment Account;

                        (D)   the distribution of amounts owed to the
                              Securityholders in respect of the Trust Securities
                              in accordance with the terms of this Trust
                              Agreement;

                        (E)   the exercise of all of the rights, powers and
                              privileges of a holder of the Debentures;

                        (F)   the sending of notices of default and other
                              information regarding the Trust Securities and the
                              Debentures to the Securityholders in accordance
                              with this Trust Agreement;

                        (G)   the distribution of the Trust Property in
                              accordance with the terms of this Trust Agreement;

                        (H)   to the extent provided in this Trust Agreement,
                              the winding up of the affairs of and liquidation
                              of the Trust;

                        (I)   after an Event of Default, the taking of any
                              action incidental to the foregoing as the Property
                              Trustee may from time to time determine is
                              necessary or advisable to give effect to the terms
                              of this Trust Agreement and protect and conserve
                              the Trust Property for the benefit of the
                              Securityholders (without consideration of the
                              effect of any such action on any particular
                              Securityholder);

                        (J)   registering transfers of the Trust Securities in
                              accordance with this Trust Agreement; and

                        (K)   except as otherwise provided in this Section
                              2.7(a)(ii), the Property Trustee shall have none
                              of the duties, liabilities, powers or the
                              authority of the Administrative Trustees set forth
                              in Section 2.7(a)(i).



                                     - 13 -
<PAGE>
            (b)   So long as this Trust Agreement remains in effect, the Trust
                  (or the Trustees acting on behalf of the Trust) shall not
                  engage in any activity or transaction except as expressly
                  provided herein or contemplated hereby. In particular, the
                  Trustees shall not (i) acquire any investments or engage in
                  any activities not authorized by this Trust Agreement; (ii)
                  sell, assign, transfer, exchange, mortgage, pledge, set-off or
                  otherwise dispose of any of the Trust Property or interests
                  therein, including to Securityholders, or acquire any assets,
                  in each case, except as expressly provided herein; (iii) take
                  any action that would cause the Trust to fail or cease to
                  qualify as a grantor trust, or to be classified as an
                  association taxable as a corporation for United States federal
                  or Puerto Rico income tax purposes; (iv) incur any
                  indebtedness for borrowed money or issue any other debt; or
                  (v) take or consent to any action that would result in the
                  placement of a Lien on any of the Trust Property. The
                  Administrative Trustees shall defend all claims and demands of
                  all Persons at any time claiming any Lien on any of the Trust
                  Property adverse to the interest of the Trust or the
                  Securityholders in their capacity as Securityholders.

            (c)   In connection with the issue and sale of the Preferred
                  Securities, the Sponsor shall have the right and
                  responsibility to assist the Trust with respect to, or effect
                  on behalf of the Trust, the following (and any actions taken
                  by the Sponsor in furtherance of the following prior to the
                  date of this Trust Agreement are hereby ratified and confirmed
                  in all respects):

                  (i)   the preparation and filing by the Trust with the
                        Commission and the execution of a registration statement
                        on the appropriate form in relation to the Preferred
                        Securities, the Debentures, and the Guarantee, including
                        any amendments thereto;

                  (ii)  the determination of 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
                        or on behalf of the Trust, and advise the Trustees of
                        actions they must take on behalf of the Trust, and
                        prepare for execution and filing any documents to be
                        executed and filed by the Trust or on behalf of the
                        Trust, as the Sponsor deems necessary or advisable in
                        order to comply with the applicable laws of any such
                        States;

                  (iii) the taking of any other actions necessary or desirable
                        to carry out any of the foregoing activities.

            (d)   Notwithstanding anything herein to the contrary, the Trustees
                  are authorized and directed to conduct the affairs of the
                  Trust and to operate the Trust so that the Trust: shall not be
                  deemed to be an "investment company" required to be registered
                  under the Investment Company Act,


                                     - 14 -
<PAGE>
                  shall be classified as a grantor trust, and not as an
                  association taxable as a corporation so that the Debentures
                  shall be treated as indebtedness of the Sponsor for United
                  States federal and Puerto Rico income tax purposes. In this
                  connection, subject to Section 10.2, the Sponsor and the
                  Administrative Trustees are authorized to take any action, not
                  inconsistent with applicable law or this Trust Agreement, that
                  each of the Sponsor and the Trustees determines in their
                  discretion to be necessary or desirable for such purposes.

      2.8   Assets of Trust.

      The assets of the Trust shall consist of the Trust Property.

      2.9   Title to Trust Property.

      Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Securityholders in accordance with
this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

      3.1   Payment Account.

            (a)   On or prior to the Closing Date, the Property Trustee shall
                  establish the Payment Account. The Property Trustee and any
                  agent of the Property Trustee shall have exclusive control and
                  sole right of withdrawal with respect to the Payment Account
                  for the purpose of making deposits and withdrawals from the
                  Payment Account in accordance with this Trust Agreement. All
                  monies and other property deposited or held from time to time
                  in the Payment Account shall be held by the Property Trustee
                  in the Payment Account for the exclusive benefit of the
                  Securityholders and for distribution as herein provided,
                  including (and subject to) any priority of payments provided
                  for herein.

            (b)   The Property Trustee shall deposit in the Payment Account,
                  promptly upon receipt, all payments of principal of or
                  interest on, and any other payments or proceeds with respect
                  to, the Debentures. Amounts held in the Payment Account shall
                  not be invested by the Property Trustee pending distribution
                  thereof.



                                     - 15 -
<PAGE>
                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      4.1   Distributions.

            (a)   Distributions on the Trust Securities shall be cumulative, and
                  shall accumulate whether or not there are funds of the Trust
                  available for the payment of Distributions. Distributions
                  shall accumulate from _________, 2004, and, except during any
                  Extended Interest Payment Period with respect to the
                  Debentures, shall be payable monthly in arrears on the ______
                  ____ day of each month, commencing on _________, 2004. If any
                  date on which a Distribution is otherwise payable on the Trust
                  Securities is not a Business Day, then the payment of such
                  Distribution shall 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 Business Day
                  is in the next succeeding calendar year, such payment shall be
                  made on the immediately preceding Business Day (and without
                  any reduction of interest or any other payment in respect of
                  any such acceleration), in each case with the same force and
                  effect as if made on such date (each date on which
                  distributions are payable in accordance with this Section
                  4.1(a), a "Distribution Date").

            (b)   The Trust Securities represent undivided beneficial interests
                  in the Trust Property. Distributions on the Trust Securities
                  shall be payable at a rate of ______% per annum of the
                  Liquidation Amount of the Trust Securities. The amount of
                  Distributions payable for any full period shall be computed on
                  the basis of a 360-day year of twelve 30-day months. The
                  amount of Distributions for any partial period shall be
                  computed on the basis of the number of days elapsed in a
                  360-day year of twelve 30-day months. During any Extended
                  Interest Payment Period with respect to the Debentures,
                  Distributions on the Preferred Securities shall be deferred
                  for a period equal to the Extended Interest Payment Period.
                  The amount of Distributions payable for any period shall
                  include the Additional Amounts, if any.

            (c)   Distributions on the Trust Securities shall be made by the
                  Property Trustee solely from the Payment Account and shall be
                  payable on each Distribution Date only to the extent that the
                  Trust has funds on hand and immediately available by 12:30
                  p.m. on each Distribution Date in the Payment Account for the
                  payment of such Distributions.

            (d)   Distributions on the Trust Securities with respect to a
                  Distribution Date shall be payable to the Holders thereof as
                  they appear on the Securities Register for the Trust
                  Securities on the relevant record date, which shall be


                                     - 16 -
<PAGE>
                  the fifteenth day of the month immediately preceding the
                  Distribution Date.

      4.2   Redemption.

            (a)   On each Debenture Redemption Date and on the maturity of the
                  Debentures, the Trust shall be required to redeem a Like
                  Amount of Trust Securities at the Redemption Price or Special
                  Event Redemption Price, as applicable.

            (b)   Notice of redemption shall be given by the Property Trustee by
                  first-class mail, postage prepaid, mailed not less than 30 nor
                  more than 60 days prior to the Redemption Date to each Holder
                  of Trust Securities to be redeemed, at such Holder's address
                  appearing in the Securities Register. All notices of
                  redemption shall state:

                  (i)   the Redemption Date;

                  (ii)  the Redemption Price or Special Event Redemption Price,
                        as applicable;

                  (iii) if less than all the Outstanding Trust Securities are to
                        be redeemed, the identification and the aggregate
                        Liquidation Amount of the particular Trust Securities to
                        be redeemed;

                  (iv)  that, on the Redemption Date, the Redemption Price or
                        Special Event Redemption Price, as applicable, shall
                        become due and payable upon each such Trust Security to
                        be redeemed and that Distributions thereon shall cease
                        to accumulate on and after said date, except as provided
                        in Section 4.2(d); and

                  (v)   the place or places at which Trust Securities are to be
                        surrendered for the payment of the Redemption Price or
                        Special Event Redemption Price, as applicable.

            (c)   Upon the occurrence of a Special Event, the Trust Securities
                  may be redeemed on a Redemption Date, in whole but not in
                  part, at the Special Event Redemption Price. The Trust
                  Securities may otherwise be redeemed on a Redemption Date at
                  the Redemption Price. In each instance, the Trust Securities
                  shall be redeemed with the proceeds from the contemporaneous
                  redemption of Debentures. Redemptions of the Trust Securities
                  shall be made and the Redemption Price or Special Event
                  Redemption Price, as applicable, shall be payable on each
                  Redemption Date only to the extent that the Trust has
                  immediately available funds then on hand and available in the
                  Payment Account for the payment of such Redemption Price or
                  Special Event Redemption Price, as applicable.



                                     - 17 -
<PAGE>
            (d)   If the Property Trustee gives a notice of redemption in
                  respect of any Preferred Securities, then, by 12:00 noon, New
                  York City time, on the Redemption Date, the Property Trustee,
                  subject to Section 4.2(c), shall deposit with the Paying Agent
                  funds sufficient to pay the Redemption Price or Special Event
                  Redemption Price, as applicable, and shall give the Paying
                  Agent irrevocable instructions and authority to pay the
                  Redemption Price or Special Event Redemption Price, as
                  applicable, to the record holders thereof upon surrender of
                  their Preferred Securities Certificates. Notwithstanding the
                  foregoing, Distributions payable on or prior to the Redemption
                  Date for any Trust Securities called for redemption shall be
                  payable to the Holders of such Trust Securities as they appear
                  on the Securities Register for the Trust Securities on the
                  relevant record dates for the related Distribution Dates. If
                  notice of redemption shall have been given and funds deposited
                  as required, then upon the date of such deposit, (i) all
                  rights of Securityholders holding Trust Securities so called
                  for redemption shall cease, except the right of such
                  Securityholders to receive the Redemption Price or Special
                  Event Redemption Price, as applicable, but without interest
                  and (ii) such Trust Securities shall cease to be Outstanding.
                  In the event that any date on which any Redemption Price or
                  Special Event Redemption Price, as applicable, is payable is
                  not a Business Day, then payment of the Redemption Price or
                  Special Event Redemption Price, as applicable, payable on such
                  date shall 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 Business Day
                  is in the next succeeding calendar year, such payment shall be
                  made on the immediately preceding Business Day (and without
                  any reduction of interest or any other payment in respect of
                  any such acceleration), in each case with the same force and
                  effect as if made on such date. In the event that payment of
                  the Redemption Price or Special Event Redemption Price, as
                  applicable, in respect of any Trust Securities called for
                  redemption is improperly withheld or refused and not paid
                  either by the Trust or by the Sponsor pursuant to the
                  Guarantee, Distributions on such Trust Securities shall
                  continue to accumulate, at the then applicable rate, from the
                  Redemption Date originally established by the Trust for such
                  Trust Securities to the date such Redemption Price or Special
                  Event Redemption Price, as applicable, is actually paid, in
                  which case the actual payment date shall be the date fixed for
                  redemption for purposes of calculating the Redemption Price or
                  Special Event Redemption Price, as applicable.

            (e)   Payment of the Redemption Price or Special Event Redemption
                  Price, as applicable, on the Trust Securities shall be made to
                  the record holders thereof as they appear on the Securities
                  Register for the Trust Securities on the relevant record date,
                  which shall be the fifteenth day of the month prior to the
                  relevant Redemption Date.



                                     - 18 -
<PAGE>
            (f)   Subject to Section 4.3(a), if less than all the Outstanding
                  Trust Securities are to be redeemed on a Redemption Date, then
                  the aggregate Liquidation Amount of Trust Securities to be
                  redeemed shall be allocated on a pro rata basis (based on
                  Liquidation Amounts) among the Common Securities and the
                  Preferred Securities. The particular Preferred Securities to
                  be redeemed shall be selected not more than 60 days prior to
                  the Redemption Date by the Property Trustee from the
                  Outstanding Preferred Securities not previously called for
                  redemption, by such method (including, without limitation, by
                  lot) as the Property Trustee shall deem fair and appropriate
                  and which may provide for the selection for redemption of
                  portions (equal to such Liquidation Amount or an integral
                  multiple of such Liquidation Amount in excess thereof) of the
                  Liquidation Amount of Preferred Securities of a denomination
                  larger than such Liquidation Amount; provided, however, in the
                  event the redemption relates only to Preferred Securities
                  purchased and held by the Sponsor being redeemed in exchange
                  for a Like Amount of Debentures, the Property Trustee shall
                  select those particular Preferred Securities for redemption.
                  The Property Trustee shall promptly notify the Securities
                  Registrar in writing of the Preferred Securities selected for
                  redemption and, in the case of any Preferred Securities
                  selected for partial redemption, the Liquidation Amount
                  thereof to be redeemed. For all purposes of this Trust
                  Agreement, unless the context otherwise requires, all
                  provisions relating to the redemption of Preferred Securities
                  shall relate, in the case of any Preferred Securities redeemed
                  or to be redeemed only in part, to the portion of the
                  Liquidation Amount of Preferred Securities which has been or
                  is to be redeemed.

      4.3   Subordination of Common Securities.

            (a)   Payment of Distributions (including Additional Amounts, if
                  applicable) on, and the Redemption Price or Special Event
                  Redemption Price, as applicable, of, the Trust Securities, as
                  applicable, shall be made, subject to Section 4.2(f), pro rata
                  among the Common Securities and the Preferred Securities based
                  on the Liquidation Amount of the Trust Securities; provided,
                  however, that if on any Distribution Date or Redemption Date
                  any Event of Default resulting from a Debenture Event of
                  Default shall have occurred and be continuing, no payment of
                  any Distribution (including Additional Amounts, if applicable)
                  on, or Redemption Price or Special Event Redemption Price, as
                  applicable, of, any Common Security, and no other payment on
                  account of the redemption, liquidation or other acquisition of
                  Common Securities, shall be made unless payment in full in
                  cash of all accumulated and unpaid Distributions (including
                  Additional Amounts, if applicable) on all Outstanding
                  Preferred Securities for all Distribution periods terminating
                  on or prior thereto, or in the case of payment of the
                  Redemption Price or Special Event Redemption Price, as
                  applicable, the full amount of such Redemption Price or
                  Special Event Redemption Price, as applicable, on all
                  Outstanding Preferred Securities


                                     - 19 -
<PAGE>
                  then called for redemption, shall have been made or provided
                  for, and all funds immediately available to the Property
                  Trustee shall first be applied to the payment in full in cash
                  of all Distributions (including Additional Amounts, if
                  applicable) on, or the Redemption Price or Special Event
                  Redemption Price, as applicable, of, Preferred Securities then
                  due and payable.

            (b)   In the case of the occurrence of any Event of Default
                  resulting from a Debenture Event of Default, the Holder of
                  Common Securities shall be deemed to have waived any right to
                  act with respect to any such Event of Default under this Trust
                  Agreement until the effect of all such Events of Default with
                  respect to the Preferred Securities shall have been cured,
                  waived or otherwise eliminated. Until any such Event of
                  Default under this Trust Agreement with respect to the
                  Preferred Securities shall have been so cured, waived or
                  otherwise eliminated, the Property Trustee shall act solely on
                  behalf of the Holders of the Preferred Securities and not the
                  Holder of the Common Securities, and only the Holders of the
                  Preferred Securities shall have the right to direct the
                  Property Trustee to act on their behalf.

      4.4   Payment Procedures.

      Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by wire or by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register.

      4.5   Tax Returns and Reports.

      The Administrative Trustees shall prepare (or cause to be prepared), at
the Sponsor's expense, and file all United States federal, Puerto Rico, state
and local tax and information returns and reports required to be filed by or in
respect of the Trust. In this regard, the Administrative Trustees shall (a)
prepare and file (or cause to be prepared and filed) the appropriate Internal
Revenue Service and Puerto Rico Treasury Department forms required to be filed
in respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service or Puerto Rico Treasury Department forms
required to be furnished to such Securityholder or the information required to
be provided on such form. The Administrative Trustees shall provide the Sponsor
with a copy of all such returns and reports promptly after such filing or
furnishing. The Property Trustee shall comply with United States federal and
Puerto Rico withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities.

      4.6   Payment of Taxes, Duties, etc. of the Trust.

      Upon receipt under the Debentures of Additional Interest, the Property
Trustee, at the direction of an Administrative Trustee or the Sponsor, shall
promptly pay any taxes, duties or


                                     - 20 -
<PAGE>
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

      4.7   Payments Under Indenture.

      Any amount payable hereunder to any Holder of Preferred Securities shall
be reduced by the amount of any corresponding payment such Holder has directly
received under the Indenture pursuant to Section 5.13(b) or (c) hereof.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      5.1   Initial Ownership.

      Upon the creation of the Trust and the contribution by the Sponsor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Sponsor shall be
the sole beneficial owner of the Trust.

      5.2   The Trust Securities Certificates.

      The Preferred Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

      5.3   Execution, Authentication and Delivery of Trust Securities
            Certificates.

            (a)   On the Closing Date, the Administrative Trustees shall cause
                  Trust Securities Certificates, in an aggregate Liquidation
                  Amount as provided in Sections 2.4 and 2.5, to be executed on
                  behalf of the Trust by at least one of the Administrative
                  Trustees and delivered to or upon the written order of the
                  Sponsor, signed by its Chief Executive Officer, President, any
                  Vice President or its Treasurer without further corporate
                  action by the Sponsor, in authorized denominations.



                                     - 21 -
<PAGE>
            (b)   A Preferred Securities Certificate shall not be valid until
                  authenticated by the manual signature of an authorized
                  signatory of the Property Trustee in substantially the form of
                  Exhibit D attached hereto. The signature shall be conclusive
                  evidence that the Preferred Securities Certificate has been
                  authenticated under this Trust Agreement. Each Preferred
                  Security Certificate shall be dated the date of its
                  authentication.

      Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Preferred Securities Certificates.

      The Property Trustee may appoint an Authenticating Agent acceptable to the
Trust to authenticate the Preferred Securities. An Authenticating Agent may
authenticate the Preferred Securities whenever the Property Trustee may do so.
Each reference in this Trust Agreement 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 Company or the Trust.

      5.4   Registration of Transfer and Exchange of Preferred Securities
            Certificates.

            (a)   The Sponsor shall keep or cause to be kept, at the office or
                  agency maintained pursuant to Section 5.8, a register or
                  registers for the purpose of registering Trust Securities
                  Certificates and transfers and exchanges of Preferred
                  Securities Certificates (herein referred to as the "Securities
                  Register") in which the registrar designated by the Sponsor
                  (the "Securities Registrar"), subject to such reasonable
                  regulations as it may prescribe, shall provide for the
                  registration of Preferred Securities Certificates and Common
                  Securities Certificates (subject to Section 5.10 in the case
                  of the Common Securities Certificates) and registration of
                  transfers and exchanges of Preferred Securities Certificates
                  as herein provided. The Property Trustee shall be the initial
                  Securities Registrar.

            (b)   Upon surrender for registration of transfer of any Preferred
                  Securities Certificate at the office or agency maintained
                  pursuant to Section 5.8, the Administrative Trustees or any
                  one of them shall execute and deliver, in the name of the
                  designated transferee or transferees, one or more new
                  Preferred Securities Certificates in authorized denominations
                  of a like aggregate Liquidation Amount dated the date of
                  execution by such Administrative Trustee or Trustees. The
                  Securities Registrar shall not be required to register the
                  transfer of any Preferred Securities that have been called for
                  redemption. At the option of a Holder, Preferred Securities
                  Certificates may be exchanged for other Preferred Securities
                  Certificates in authorized denominations of the same class and
                  of a like aggregate Liquidation Amount upon surrender of the
                  Preferred Securities Certificates to be exchanged at the
                  office or agency maintained pursuant to Section 5.8.



                                     - 22 -
<PAGE>
            (c)   Every Preferred Securities Certificate presented or
                  surrendered for registration of transfer or exchange shall be
                  accompanied by a written instrument of transfer in form
                  satisfactory to the Property Trustee and the Securities
                  Registrar duly executed by the Holder or his, her, or its
                  attorney duly authorized in writing. Each Preferred Securities
                  Certificate surrendered for registration of transfer or
                  exchange shall be canceled and subsequently disposed of by the
                  Property Trustee in accordance with its customary practice.
                  The Trust shall not be required to (i) issue, register the
                  transfer of, or exchange any Preferred Securities during a
                  period beginning at the opening of business 15 calendar days
                  before the date of mailing of a notice of redemption of any
                  Preferred Securities called for redemption and ending at the
                  close of business on the day of such mailing; or (ii) register
                  the transfer of or exchange any Preferred Securities so
                  selected for redemption, in whole or in part, except the
                  unredeemed portion of any such Preferred Securities being
                  redeemed in part.

            (d)   No service charge shall be made for any registration of
                  transfer or exchange of Preferred Securities Certificates, but
                  the Securities Registrar may require payment of a sum
                  sufficient to cover any tax or governmental charge that may be
                  imposed in connection with any transfer or exchange of
                  Preferred Securities Certificates.

            (e)   Preferred Securities may only be transferred, in whole or in
                  part, in accordance with the terms and conditions set forth in
                  this Trust Agreement. To the fullest extent permitted by law,
                  any transfer or purported transfer of any Preferred Security
                  not made in accordance with this Trust Agreement shall be null
                  and void. A Preferred Security may be transferred, in whole or
                  in part, to a Person who takes delivery in the form of another
                  Preferred Security as provided in Section 5.4(a).

      5.5   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate; and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section 5.5 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally


                                     - 23 -
<PAGE>
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      5.6   Persons Deemed Securityholders.

      The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all other purposes whatsoever,
and neither the Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.

      5.7   Access to List of Securityholders' Names and Addresses.

      At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Sponsor shall furnish or cause to
be furnished to the Property Trustee (a) on the 15th day of each month, a list,
in such form as the Property Trustee may reasonably require, of the names and
addresses of the Securityholders as of the most recent record date; and (b)
promptly after receipt by any Administrative Trustee or the Sponsor of a request
therefor from the Property Trustee in order to enable the Property Trustee to
discharge its obligations under this Trust Agreement, in each case to the extent
such information is in the possession or control of the Administrative Trustees
or the Sponsor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Sponsor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

      5.8   Maintenance of Office or Agency.

      The Administrative Trustees shall maintain, or cause to be maintained, in
Wilmington, Delaware, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, Wilmington Trust
Company, as the principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Sponsor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

      5.9   Appointment of Paying Agent.

      The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative


                                     - 24 -
<PAGE>
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making the Distributions referred to
above. The Administrative Trustees may revoke such power and remove the Paying
Agent if such Trustees determine in their sole discretion that the Paying Agent
shall have failed to perform its obligations under this Trust Agreement in any
material respect. The Paying Agent shall initially be the Property Trustee, and
any co-paying agent chosen by the Property Trustee must be acceptable to the
Administrative Trustees and the Sponsor. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Sponsor. In the event that
the Property Trustee shall no longer be the Paying Agent or a successor Paying
Agent shall resign or its authority to act be revoked, the Administrative
Trustees shall appoint a successor that is acceptable to the Property Trustee
and the Sponsor to act as Paying Agent (which shall be a bank or trust company).
The Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent shall hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other Paying Agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      5.10  Ownership of Common Securities by Sponsor.

      On the Closing Date, the Sponsor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, any attempted transfer of the Common Securities (other than a transfer in
connection with a merger or consolidation of the Sponsor into another
corporation pursuant to Section 12.1 of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Sponsor to contain a legend stating "TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
TRUST AGREEMENT (AS DEFINED BELOW)."

      5.11  Trust Securities Certificates.

            (a)   Upon their original issuance, Preferred Securities
                  Certificates shall be issued in definitive form, as provided
                  in Section 5.4.

            (b)   A single Common Securities Certificate representing the Common
                  Securities shall be issued to the Sponsor in the form of a
                  definitive Common Securities Certificate.



                                     - 25 -
<PAGE>
      5.12  [INTENTIONALLY LEFT BLANK]

      5.13  Rights of Securityholders.

            (a)   The legal title to the Trust Property is vested exclusively in
                  the Property Trustee (in its capacity as such) in accordance
                  with Section 2.9, and the Securityholders shall not have any
                  right or title therein other than the undivided beneficial
                  interest in the assets of the Trust conferred by their Trust
                  Securities and they shall have no right to call for any
                  partition or division of property, profits or rights of the
                  Trust except as described below. The Trust Securities shall be
                  personal property giving only the rights specifically set
                  forth therein and in this Trust Agreement. The Trust
                  Securities shall have no preemptive or similar rights. When
                  issued and delivered to Holders of the Preferred Securities
                  against payment of the purchase price therefor, the Preferred
                  Securities shall be fully paid and, to the fullest extent
                  permitted by applicable law, nonassessable interests in the
                  Trust. The Holders of the Preferred Securities, in their
                  capacities as such, 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.

            (b)   For so long as any Preferred Securities remain Outstanding,
                  if, upon a Debenture Event of Default, the Debenture Trustee
                  fails or the holders of not less than 25% in principal amount
                  of the outstanding Debentures fail to declare the principal of
                  all of the Debentures to be immediately due and payable, the
                  Holders of at least 25% in Liquidation Amount of the Preferred
                  Securities then Outstanding shall have such right by a notice
                  in writing to the Sponsor and the Debenture Trustee; and upon
                  any such declaration such principal amount of and the accrued
                  interest on all of the Debentures shall become immediately due
                  and payable, provided that the payment of principal and
                  interest on such Debentures shall remain subordinated to the
                  extent provided in the Indenture.

            (c)   For so long as any Preferred Securities remain Outstanding,
                  upon a Debenture Event of Default arising from the failure to
                  pay interest or principal on the Debentures, the Holders of
                  any Preferred Securities then Outstanding shall, to the
                  fullest extent permitted by law, have the right to directly
                  institute proceedings for enforcement of payment to such
                  Holders of principal of or interest on the Debentures having a
                  principal amount equal to the Liquidation Amount of the
                  Preferred Securities of such Holders.



                                     - 26 -
<PAGE>
                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      6.1   Limitations on Voting Rights.

            (a)   Except as provided in this Section 6.1, in Sections 5.13, 8.10
                  and 10.2 and in the Indenture and as otherwise required by
                  law, no record Holder of Preferred Securities shall have any
                  right to vote or in any manner otherwise control the
                  administration, operation and management of the Trust or the
                  obligations of the parties hereto, nor shall anything herein
                  set forth, or contained in the terms of the Trust Securities
                  Certificates, be construed so as to constitute the
                  Securityholders from time to time as partners or members of an
                  association.

            (b)   So long as any Debentures are held by the Property Trustee on
                  behalf of the Trust, 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 the Debenture Trustee with respect
                  to such Debentures; (ii) waive any past default which is
                  waivable under Article VII of the Indenture; (iii) exercise
                  any right to rescind or annul a declaration that the principal
                  of all the Debentures shall be due and payable; 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 at least two-thirds in Liquidation Amount of
                  all Outstanding Preferred Securities; provided, however, that
                  where a consent under the Indenture would require the consent
                  of each holder of outstanding Debentures affected thereby, no
                  such consent shall be given by the Property Trustee without
                  the prior written consent of each Holder of Preferred
                  Securities. The Trustees shall not revoke any action
                  previously authorized or approved by a vote of the Holders of
                  the Outstanding Preferred Securities, except by a subsequent
                  vote of the Holders of the Outstanding Preferred Securities.
                  The Property Trustee shall notify each Holder of the
                  Outstanding Preferred Securities of any notice of default
                  received from the Debenture Trustee with respect to the
                  Debentures. In addition to obtaining the foregoing approvals
                  of the Holders of the Preferred Securities, prior to taking
                  any of the foregoing actions, the Trustees shall, at the
                  expense of the Sponsor, obtain an Opinion of Counsel
                  experienced in such matters to the effect that the Trust shall
                  continue to be classified as a grantor trust, and not as an
                  association taxable as a corporation for United States federal
                  or Puerto Rico income tax purposes on account of such action.

            (c)   If any proposed amendment to the Trust Agreement provides for,
                  or the Trustees otherwise propose to effect, (i) any action
                  that would adversely


                                     - 27 -
<PAGE>
                  affect in any material respect the powers, preferences or
                  special rights of the Preferred Securities, whether by way of
                  amendment to the Trust Agreement or otherwise; or (ii) the
                  dissolution, winding-up or termination of the Trust, other
                  than pursuant to the terms of this Trust Agreement, then the
                  Holders of Outstanding Preferred Securities as a class shall
                  be entitled to vote on such amendment or proposal and such
                  amendment or proposal shall not be effective except with the
                  approval of the Holders of at least a majority in Liquidation
                  Amount of the Outstanding Preferred Securities. No amendment
                  to this Trust Agreement may be made if, as a result of such
                  amendment, the Trust would cease to be classified as a grantor
                  trust, or would be classified as an association taxable as a
                  corporation for United States federal or Puerto Rico income
                  tax purposes.

      6.2   Notice of Meetings.

      Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

      6.3   Meetings of Preferred Securityholders.

            (a)   No annual meeting of Securityholders is required to be held.
                  The Administrative Trustees, however, shall call a meeting of
                  Securityholders to vote on any matter in respect of which
                  Preferred Securityholders are entitled to vote upon the
                  written request of the Preferred Securityholders of 25% of the
                  Outstanding Preferred Securities (based upon their aggregate
                  Liquidation Amount) and the Administrative Trustees or the
                  Property Trustee may, at any time in their discretion, call a
                  meeting of Preferred Securityholders to vote on any matters as
                  to which the Preferred Securityholders are entitled to vote.

            (b)   Preferred Securityholders of record of 50% of the Outstanding
                  Preferred Securities (based upon their aggregate Liquidation
                  Amount), present in person or by proxy, shall constitute a
                  quorum at any meeting of Securityholders.

            (c)   If a quorum is present at a meeting, an affirmative vote by
                  the Preferred Securityholders of record present, in person or
                  by proxy, holding a majority of the Preferred Securities
                  (based upon their aggregate Liquidation Amount) held by the
                  Preferred Securityholders of record present, either in person
                  or by proxy, at such meeting shall constitute the action of
                  the Securityholders, unless this Trust Agreement requires a
                  greater number of affirmative votes.



                                     - 28 -
<PAGE>
      6.4   Voting Rights.

      Securityholders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Trust Securities (with any fractional multiple
thereof rounded up or down as the case may be to the closest integral multiple)
in respect of any matter as to which such Securityholders are entitled to vote.

      6.5   Proxies, etc.

      At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Only Holders shall be entitled to vote. When Trust Securities are held jointly
by several Persons, any one of them may vote at any meeting in person or by
proxy in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Securityholder shall be deemed valid unless challenged at
or prior to its exercise, and, the burden of proving invalidity shall rest on
the challenger. No proxy shall be valid more than three years after its date of
execution.

      6.6   Securityholder Action by Written Consent.

      Any action which may be taken by Securityholders at a meeting may be taken
without a meeting and without prior notice if all Securityholders are provided
with a request for written consent and Securityholders holding a majority of all
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their aggregate Liquidation
Amount).

      6.7   Record Date for Voting and Other Purposes.

      For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees or the Property Trustee may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

      6.8   Acts of Securityholders.

            (a)   Any request, demand, authorization, direction, notice,
                  consent, waiver or other action provided or permitted by this
                  Trust Agreement to be given, made or taken by Securityholders
                  may be embodied in and evidenced by one or more instruments of
                  substantially similar tenor signed by such


                                     - 29 -
<PAGE>
                  Securityholders in person or by an agent duly appointed in
                  writing; and, except as otherwise expressly provided herein,
                  such action shall become effective when such instrument or
                  instruments are delivered to an Administrative Trustee. Such
                  instrument or instruments (and the action embodied therein and
                  evidenced thereby) are herein sometimes referred to as the
                  "Act" of the Securityholders signing such instrument or
                  instruments. Proof of execution of any such instrument or of a
                  writing appointing any such agent shall be sufficient for any
                  purpose of this Trust Agreement and (subject to Section 8.1)
                  conclusive in favor of the Trustees, if made in the manner
                  provided in this Section 6.8.

            (b)   The fact and date of the execution by any Person of any such
                  instrument or writing may be proved by the affidavit of a
                  witness of such execution or by a certificate of a notary
                  public or other officer authorized by law to take
                  acknowledgments of deeds, certifying that the individual
                  signing such instrument or writing acknowledged to him the
                  execution thereof. Where such execution is by a signer acting
                  in a capacity other than his individual capacity, such
                  certificate or affidavit shall also constitute sufficient
                  proof of his authority. The fact and date of the execution of
                  any such instrument or writing, or the authority of the Person
                  executing the same, may also be proved in any other manner
                  which any Trustee receiving the same deems sufficient.

            (c)   The ownership of Preferred Securities shall be proved by the
                  Securities Register.

            (d)   Any request, demand, authorization, direction, notice,
                  consent, waiver or other Act of the Securityholder of any
                  Trust Security shall bind every future Securityholder of the
                  same Trust Security and the Securityholder of every Trust
                  Security issued upon the registration of transfer thereof or
                  in exchange therefor or in lieu thereof in respect of anything
                  done, omitted or suffered to be done by the Trustees or the
                  Trust in reliance thereon, whether or not notation of such
                  action is made upon such Trust Security.

            (e)   Without limiting the foregoing, a Securityholder entitled
                  hereunder to take any action hereunder with regard to any
                  particular Trust Security may do so with regard to all or any
                  part of the Liquidation Amount of such Trust Security or by
                  one or more duly appointed agents each of which may do so
                  pursuant to such appointment with regard to all or any part of
                  such liquidation amount.

      6.9   Inspection of Records.

      Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as


                                     - 30 -
<PAGE>
indicated in Section 2.2) by Holders of the Trust Securities during normal
business hours for any purpose reasonably related to such Holder's interest as a
Holder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

      7.1   Representations and Warranties of Bank and the Property Trustee.

      The Bank and the Property Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each successor Property Trustee at the time
of the successor Property Trustee's acceptance of its appointment as Property
Trustee hereunder (in the case of a successor Property Trustee, the term "Bank"
as used herein shall be deemed to refer to such successor Property Trustee in
its separate corporate capacity), hereby represents and warrants (as applicable)
for the benefit of the Sponsor and the Securityholders that:

            (a)   the Bank is duly organized, validly existing and in good
                  standing under the laws of the State of Delaware;

            (b)   the Bank has full corporate power, authority and legal right
                  to execute, deliver and perform its obligations under this
                  Trust Agreement and has taken all necessary action to
                  authorize the execution, delivery and performance by it of
                  this Trust Agreement;

            (c)   this Trust Agreement has been duly authorized, executed and
                  delivered by the Property Trustee and constitutes the valid
                  and legally binding agreement of the Property Trustee
                  enforceable against it 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;

            (d)   the execution, delivery and performance by the Property
                  Trustee of this Trust Agreement have been duly authorized by
                  all necessary corporate or other action on the part of the
                  Property Trustee and do not require any approval of
                  stockholders of the Bank and such execution, delivery and
                  performance shall not (i) violate the Bank's charter or
                  by-laws; (ii) violate any provision of, or constitute, with or
                  without notice or lapse of time, a default under, or result in
                  the creation or imposition of, any Lien on any properties
                  included in the Trust Property pursuant to the provisions of,
                  any indenture, mortgage, credit agreement, license or other
                  agreement or instrument to which the Property Trustee or the
                  Bank is a party or by which it is bound; or (iii) violate any
                  law, governmental rule or regulation of the United States or
                  the State of Delaware, as the case may be, governing the
                  banking or trust powers of the Bank or the Property Trustee


                                     - 31 -
<PAGE>
                  (as appropriate in context) or any order, judgment or decree
                  applicable to the Property Trustee or the Bank;

            (e)   neither the authorization, execution or delivery by the
                  Property Trustee of this Trust Agreement nor the consummation
                  of any of the transactions by the Property Trustee
                  contemplated herein or therein requires the consent or
                  approval of, the giving of notice to, the registration with or
                  the taking of any other action with respect to any
                  governmental authority or agency under any existing federal
                  law governing the banking or trust powers of the Bank or the
                  Property Trustee, as the case may be, under the laws of the
                  United States or the State of Delaware;

            (f)   there are no proceedings pending or, to the best of the
                  Property Trustee's knowledge, threatened against or affecting
                  the Bank or the Property Trustee in any court or before any
                  governmental authority, agency or arbitration board or
                  tribunal which, individually or in the aggregate, would
                  materially and adversely affect the Trust or would question
                  the right, power and authority of the Property Trustee to
                  enter into or perform its obligations as one of the Trustees
                  under this Trust Agreement; and

            (g)   the Property Trustee is a Person eligible pursuant to the
                  Trust Indenture Act to act as such and has a combined capital
                  and surplus of at least $50,000,000.

      7.2   Representations and Warranties of the Delaware Bank and the Delaware
            Trustee.

      The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Delaware Trustee at
the time of the successor Delaware Trustee's acceptance of appointment as
Delaware Trustee hereunder (the term "Delaware Bank" being used to refer to such
successor Delaware Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Sponsor and the
Securityholders that:

            (a)   the Delaware Bank is duly organized, validly existing and in
                  good standing under the laws of the State of Delaware;

            (b)   the Delaware Bank has full corporate power, authority and
                  legal right to execute, deliver and perform its obligations
                  under this Trust Agreement and has taken all necessary action
                  to authorize the execution, delivery and performance by it of
                  this Trust Agreement;

            (c)   this Trust Agreement has been duly authorized, executed and
                  delivered by the Delaware Trustee and constitutes the valid
                  and legally binding agreement of the Delaware Trustee
                  enforceable against it in accordance with its terms, subject
                  to bankruptcy, insolvency, fraudulent transfer,


                                     - 32 -
<PAGE>
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors, rights and
                  to general equity principles;

            (d)   the execution, delivery and performance by the Delaware
                  Trustee of this Trust Agreement have been duly authorized by
                  all necessary corporate or other action on the part of the
                  Delaware Trustee and do not require any approval of
                  stockholders of the Delaware Bank and such execution, delivery
                  and performance shall not (i) violate the Delaware Bank's
                  charter or by-laws; (ii) violate any provision of, or
                  constitute, with or without notice or lapse of time, a default
                  under, or result in the creation or imposition of, any Lien on
                  any properties included in the Trust Property pursuant to the
                  provisions of, any indenture, mortgage, credit agreement,
                  license or other agreement or instrument to which the Delaware
                  Bank or the Delaware Trustee is a party or by which it is
                  bound; or (iii) violate any law, governmental rule or
                  regulation of the United States or the State of Delaware, as
                  the case may be, governing the banking or trust powers of the
                  Delaware Bank or the Delaware Trustee (as appropriate in
                  context) or any order, judgment or decree applicable to the
                  Delaware Bank or the Delaware Trustee;

            (e)   neither the authorization, execution or delivery by the
                  Delaware Trustee of this Trust Agreement nor the consummation
                  of any of the transactions by the Delaware Trustee
                  contemplated herein or therein requires the consent or
                  approval of, the giving of notice to, the registration with or
                  the taking of any other action with respect to any
                  governmental authority or agency under any existing federal
                  law governing the banking or trust powers of the Delaware Bank
                  or the Delaware Trustee, as the case may be, under the laws of
                  the United States or the State of Delaware, other than the
                  filing of a certificate of trust in accordance with the
                  Delaware Statutory Trust Act; and

            (f)   there are no proceedings pending or, to the best of the
                  Delaware Trustee's knowledge, threatened against or affecting
                  the Delaware Bank or the Delaware Trustee in any court or
                  before any governmental authority, agency or arbitration board
                  or tribunal which, individually or in the aggregate, would
                  materially and adversely affect the Trust or would question
                  the right, power and authority of the Delaware Trustee to
                  enter into or perform its obligations as one of the Trustees
                  under this Trust Agreement.

      7.3   Representations and Warranties of Sponsor.

      The Sponsor hereby represents and warrants for the benefit of the
Securityholders that:

            (a)   the Trust Securities Certificates issued on the Closing Date,
                  on behalf of the Trust have been duly authorized and, shall
                  have been, duly and validly


                                     - 33 -
<PAGE>
                  executed, issued and delivered by the Administrative Trustees
                  pursuant to the terms and provisions of, and in accordance
                  with the requirements of, this Trust Agreement and the
                  Securityholders shall be, as of such date, entitled to the
                  benefits of this Trust Agreement; and

            (b)   there are no taxes, fees or other governmental charges payable
                  by the Trust (or the Trustees on behalf of the Trust) in
                  connection with the execution, delivery and performance by the
                  Bank, the Property Trustee or the Delaware Trustee, as the
                  case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                    TRUSTEES

      8.1   Certain Duties and Responsibilities.

            (a)   The duties and responsibilities of the Trustees shall be as
                  provided by this Trust Agreement and, in the case of the
                  Property Trustee, by the Trust Indenture Act. Notwithstanding
                  the foregoing, no provision of this Trust Agreement shall
                  require the Trustees to expend or risk their own funds or
                  otherwise incur any financial liability in the performance of
                  any of their duties hereunder, or in the exercise of any of
                  their rights or powers, if they shall have reasonable grounds
                  for believing that repayment of such funds or adequate
                  indemnity against such risk or liability is not reasonably
                  assured to it. No Administrative Trustee nor the Delaware
                  Trustee shall be liable for its act or omissions hereunder
                  except as a result of its own gross negligence or willful
                  misconduct. The Property Trustee's liability shall be
                  determined under the Trust Indenture Act. Whether or not
                  therein expressly so provided, every provision of this Trust
                  Agreement relating to the conduct or affecting the liability
                  of or affording protection to the Trustees shall be subject to
                  the provisions of this Section 8.1. To the extent that, at law
                  or in equity, the Delaware Trustee or an Administrative
                  Trustee has duties (including fiduciary duties) and
                  liabilities relating thereto to the Trust or to the
                  Securityholders, the Delaware Trustee or such Administrative
                  Trustee shall not be liable to the Trust or to any
                  Securityholder for such Trustee's good faith reliance on the
                  provisions of this Trust Agreement. The provisions of this
                  Trust Agreement, to the extent that they restrict the duties
                  and liabilities of the Delaware Trustee or the Administrative
                  Trustees otherwise existing at law or in equity, are agreed by
                  the Sponsor and the Securityholders to replace such other
                  duties and liabilities of the Delaware Trustee or the
                  Administrative Trustees, as the case may be.

            (b)   All payments made by the Property Trustee or a Paying Agent in
                  respect of the Trust Securities shall be made only from the
                  revenue and proceeds


                                     - 34 -
<PAGE>
                  from the Trust Property and only to the extent that there
                  shall be sufficient revenue or proceeds from the Trust
                  Property to enable the Property Trustee or a Paying Agent to
                  make payments in accordance with the terms hereof. Each
                  Securityholder, by its acceptance of a Trust Security, agrees
                  that it shall look solely to the revenue and proceeds from the
                  Trust Property to the extent legally available for
                  distribution to it as herein provided and that the Trustees
                  are not personally liable to it for any amount distributable
                  in respect of any Trust Security or for any other liability in
                  respect of any Trust Security. This Section 8.1(b) does not
                  limit the liability of the Trustees expressly set forth
                  elsewhere in this Trust Agreement or, in the case of the
                  Property Trustee, in the Trust Indenture Act.

            (c)   No provision of this Trust Agreement 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)   the Property Trustee shall not be liable for any error
                        of judgment made in good faith by an authorized officer
                        of the Property Trustee, unless it shall be proved that
                        the Property Trustee was negligent in ascertaining the
                        pertinent facts;

                  (ii)  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
                        Trust 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 Trust
                        Agreement;

                  (iii) the Property Trustee's sole duty with respect to the
                        custody, safe keeping and physical preservation of the
                        Debentures and the Payment 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 Trust
                        Agreement and the Trust Indenture Act;

                  (iv)  the Property Trustee shall not be liable for any
                        interest on any money received by it except as it may
                        otherwise agree with the Sponsor and money held by the
                        Property Trustee need not be segregated from other funds
                        held by it except in relation to the Payment Account
                        maintained by the Property Trustee pursuant to Section
                        3.1 and except to the extent otherwise required by law;
                        and



                                     - 35 -
<PAGE>
            (d)   the Property Trustee shall not be responsible for monitoring
                  the compliance by the Administrative Trustees or the Sponsor
                  with their respective duties under this Trust Agreement, nor
                  shall the Property Trustee be liable for the negligence,
                  default or misconduct of the Administrative Trustees or the
                  Sponsor.

      8.2   Certain Notices.

            (a)   Within five Business Days after the occurrence of any Event of
                  Default actually known to the Property Trustee, the Property
                  Trustee shall transmit, in the manner and to the extent
                  provided in Section 10.8, notice of such Event of Default to
                  the Securityholders, the Administrative Trustees and the
                  Sponsor, unless such Event of Default shall have been cured or
                  waived. For purposes of this Section 8.2 the term "Event of
                  Default" means any event that is, or after notice or lapse of
                  time or both would become, an Event of Default.

            (b)   The Administrative Trustees shall transmit, to the
                  Securityholders in the manner and to the extent provided in
                  Section 10.8, notice of the Sponsor's election to begin or
                  further extend an Extended Interest Payment Period on the
                  Debentures (unless such election shall have been revoked) and
                  of any election by the Sponsor to accelerate the Maturity Date
                  of the Debentures, as defined in the Indenture, within the
                  time specified for transmitting such notice to the holders of
                  the Debentures pursuant to the Indenture as originally
                  executed.

      8.3   Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.1:

            (a)   the Property Trustee may rely and shall be protected in acting
                  or refraining from acting in good faith upon any resolution,
                  Opinion of Counsel, certificate, written representation of a
                  Holder or transferee, certificate of auditors or any other
                  certificate, statement, instrument, opinion, report, notice,
                  request, consent, order, appraisal, bond, debenture, note,
                  other evidence of indebtedness 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)   if (i) in performing its duties under this Trust Agreement,
                  the Property Trustee is required to decide between alternative
                  courses of action; or (ii) in construing any of the provisions
                  of this Trust Agreement, the Property Trustee finds the same
                  ambiguous or inconsistent with other provisions contained
                  herein; or (iii) the Property Trustee is unsure of the
                  application of any provision of this Trust Agreement, then,
                  except as to any matter as to which the Preferred
                  Securityholders are entitled to vote under the terms


                                     - 36 -
<PAGE>
                  of this Trust Agreement, the Property Trustee shall deliver a
                  notice to the Sponsor requesting written instructions of the
                  Sponsor as to the course of action to be taken and the
                  Property Trustee shall take such action, or refrain from
                  taking such action, as the Property Trustee shall be
                  instructed in writing to take, or to refrain from taking, by
                  the Sponsor; provided, however, that if the Property Trustee
                  does not receive such instructions of the Sponsor within 10
                  Business Days after it has delivered such notice, or such
                  reasonably shorter period of time set forth in such notice
                  (which to the extent practicable shall not be less than 2
                  Business Days), it may, but shall be under no duty to, take or
                  refrain from taking such action not inconsistent with this
                  Trust Agreement as it shall deem advisable and in the best
                  interests of the Securityholders, in which event the Property
                  Trustee shall have no liability except for its own bad faith,
                  negligence or willful misconduct;

            (c)   any direction or act of the Sponsor or the Administrative
                  Trustees contemplated by this Trust Agreement shall be
                  sufficiently evidenced by an Officers' Certificate;

            (d)   whenever in the administration of this Trust Agreement, the
                  Property Trustee shall deem it desirable that a matter be
                  established before undertaking, 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
                  Officers' Certificate which, upon receipt of such request,
                  shall be promptly delivered by the Sponsor or the
                  Administrative Trustees;

            (e)   the Property Trustee shall have no duty to see to any
                  recording, filing or registration of any instrument (including
                  any financing or continuation statement, any filing under tax
                  or securities laws or any filing under tax or securities laws)
                  or any rerecording, refiling or reregistration thereof;

            (f)   the Property Trustee may consult with counsel of its choice
                  (which counsel may be counsel to the Sponsor or any of its
                  Affiliates) and the advice of such 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 reliance thereon and, in accordance with such advice, 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 Trust Agreement from any
                  court of competent jurisdiction;

            (g)   the Property Trustee shall be under no obligation to exercise
                  any of the rights or powers vested in it by this Trust
                  Agreement at the request or direction of any of the
                  Securityholders pursuant to this Trust Agreement,


                                     - 37 -
<PAGE>
                  unless such Securityholders shall have offered to the Property
                  Trustee reasonable security or indemnity against the costs,
                  expenses and liabilities which might be incurred by it in
                  compliance with such request or direction; nothing contained
                  herein shall, however, relieve the Property Trustee of the
                  obligation, upon the occurrence of any Event of Default (that
                  has not been cured or waived) to exercise such of the rights
                  and powers vested in it by this Trust Agreement, and to 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;

            (h)   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, consent, order, approval, bond,
                  debenture, note or other evidence of indebtedness or other
                  paper or document, unless requested in writing to do so by one
                  or more Securityholders, but the Property Trustee may make
                  such further inquiry or investigation into such facts or
                  matters as it may see fit;

            (i)   the Property Trustee may execute any of the trusts or powers
                  hereunder or perform any duties hereunder either directly or
                  by or through its agents or attorneys, and the Property
                  Trustee shall not be liable for the default or misconduct of
                  such other agents or attorneys; provided that the Property
                  Trustee shall be responsible for its own negligence or
                  recklessness with respect to selection of any agent or
                  attorney appointed by it hereunder;

            (j)   whenever in the administration of this Trust Agreement 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 of the Trust Securities
                  which instructions may only be given by the Holders of the
                  same proportion in Liquidation Amount of the Trust Securities
                  as would be entitled to direct the Property Trustee under the
                  terms of the Trust 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 acting in accordance
                  with such instructions; and

            (k)   except as otherwise expressly provided by this Trust
                  Agreement, the Property Trustee shall not be under any
                  obligation to take any action that is discretionary under the
                  provisions of this Trust Agreement. No provision of this Trust
                  Agreement 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


                                     - 38 -
<PAGE>
                  obligation. No permissive power or authority available to the
                  Property Trustee shall be construed to be a duty.

      8.4   Not Responsible for Recitals or Issuance of Securities.

      The Recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Sponsor of the proceeds of the Debentures.

      8.5   May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      8.6   Compensation; Indemnity; Fees.

      The Sponsor agrees:

            (a)   to pay to the Trustees from time to time compensation for all
                  services rendered by them hereunder (which compensation shall
                  not be limited by any provision of law in regard to the
                  compensation of a trustee of an express trust), in the case of
                  the Property Trustee, as set forth in a written agreement
                  between the Sponsor and the Property Trustee;

            (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 Trust Agreement
                  (including the reasonable compensation and the expenses and
                  disbursements of its agents and counsel), except any such
                  expense, disbursement or advance as may be attributable to
                  such Trustee's negligence, bad faith or willful misconduct
                  (or, in the case of the Administrative Trustees or the
                  Delaware Trustee, any such expense, disbursement or advance as
                  may be attributable to its, his or her gross negligence, bad
                  faith or willful misconduct); and

            (c)   to indemnify each of the Trustees or any predecessor Trustee
                  for, and to hold the Trustees harmless against, any loss,
                  damage, claims, liability, action, suit, cost, penalty or
                  expense of any kind or nature whatsoever, arising out of or in
                  connection with the acceptance or administration of this Trust
                  Agreement, including the costs and expenses of defending
                  itself against any claim or liability in connection with the
                  exercise or performance of any of its powers or duties
                  hereunder, except any such expense, disbursement or advance as
                  may be attributable to such Trustee's


                                     - 39 -
<PAGE>
                  negligence, bad faith or willful misconduct for (or, in the
                  case of the Administrative Trustees or the Delaware Trustee,
                  any such expense, disbursement or advance as may be
                  attributable to its, his or her gross negligence, bad faith or
                  willful misconduct).

      No Trustee may claim any Lien or charge on Trust Property as a result of
any amount due and unpaid pursuant to this Section 8.6. The indemnities provided
under this Section 8.6 shall survive the resignation or removal of the Trustees
and the termination of this Trust Agreement.

      8.7   Corporate Property Trustee Required; Eligibility of Trustees.

            (a)   There shall at all times be a Property Trustee hereunder with
                  respect to the Trust Securities. The Property Trustee shall be
                  a Person that is eligible pursuant to the Trust Indenture Act
                  to act as such and has a combined capital and surplus of at
                  least $50,000,000. If any such Person publishes reports of
                  condition at least annually, pursuant to law or to the
                  requirements of its supervising or examining authority, then
                  for the purposes of this Section 8.7, the combined capital and
                  surplus of such Person 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 the Property Trustee
                  with respect to the Trust Securities shall cease to be
                  eligible in accordance with the provisions of this Section
                  8.7, it shall resign immediately in the manner and with the
                  effect hereinafter specified in this Article VIII. The
                  Property Trustee and the Delaware Trustee may be the same
                  Person.

            (b)   There shall at all times be one or more Administrative
                  Trustees hereunder with respect to the Trust Securities. Each
                  Administrative 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 persons authorized to bind that entity.

            (c)   There shall at all times be a Delaware Trustee with respect to
                  the Trust Securities. The Delaware Trustee shall either be (i)
                  a natural person who is at least 21 years of age and a
                  resident of the State of Delaware; or (ii) a legal entity with
                  its principal place of business in the State of Delaware and
                  that otherwise meets the requirements of applicable Delaware
                  law that shall act through one or more persons authorized to
                  bind such entity.

      8.8   Conflicting Interests.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.



                                     - 40 -
<PAGE>
      8.9   Co-Trustees and Separate Trustee.

            (a)   Unless a Debenture 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 Property may at
                  the time be located, the Sponsor shall have power to appoint,
                  and upon the written request of the Property Trustee, the
                  Sponsor shall for such purpose join with the Property Trustee
                  in the execution, delivery and performance of all instruments
                  and agreements necessary or proper to appoint, one or more
                  Persons approved by the Property Trustee either to act as
                  co-trustee, jointly with the Property Trustee, of all or any
                  part of such Trust Property, or to the extent required by law
                  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 the
                  capacity aforesaid, any property, title, right or power deemed
                  necessary or desirable, subject to the other provisions of
                  this Section 8.9. If the Sponsor does not join in such
                  appointment within 15 days after the receipt by it of a
                  request so to do, or in case a Debenture Event of Default has
                  occurred and is continuing, the Property Trustee alone shall
                  have power to make such appointment. Any co-trustee or
                  separate trustee appointed pursuant to this Section 8.9 shall
                  either be (i) a natural person who is at least 21 years of age
                  and a resident of the United States; or (ii) a legal entity
                  with its principal place of business in the United States that
                  shall act through one or more persons authorized to bind such
                  entity.

            (b)   Should any written instrument from the Sponsor be required by
                  any co-trustee or separate trustee so appointed for more fully
                  confirming to such co-trustee or separate trustee such
                  property, title, right, or power, any and all such instruments
                  shall, on request, be executed, acknowledged, and delivered by
                  the Sponsor.

            (c)   Every co-trustee or separate trustee shall, to the extent
                  permitted by law, but to such extent only, be appointed
                  subject to the following terms, namely:

                  (i)   The Trust Securities shall be executed and delivered and
                        all rights, powers, duties and obligations hereunder in
                        respect of the custody of securities, cash and other
                        personal property held by, or required to be deposited
                        or pledged with, the Trustees specified hereunder, shall
                        be exercised, solely by such Trustees and not by such
                        co-trustee or separate trustee.

                  (ii)  The rights, powers, duties and obligations hereby
                        conferred or imposed upon the Property Trustee in
                        respect of any property covered by such appointment
                        shall be conferred or imposed upon


                                     - 41 -
<PAGE>
                        and exercised or performed by the Property Trustee or by
                        the Property Trustee and such co-trustee or separate
                        trustee jointly, as shall be provided in the instrument
                        appointing such co-trustee or separate trustee, except
                        to the extent that under any law of any jurisdiction in
                        which any particular act is to be performed, the
                        Property Trustee shall be incompetent or unqualified to
                        perform such act, in which event such rights, powers,
                        duties and obligations shall be exercised and performed
                        by such co-trustee or separate trustee.

                  (iii) The Property Trustee at any time, by an instrument in
                        writing executed by it, with the written concurrence of
                        the Sponsor, may accept the resignation of or remove any
                        co-trustee or separate trustee appointed under this
                        Section 8.9, and, in case a Debenture Event of Default
                        has occurred and is continuing, the Property Trustee
                        shall have the power to accept the resignation of, or
                        remove, any such co-trustee or separate trustee without
                        the concurrence of the Sponsor. Upon the written request
                        of the Property Trustee, the Sponsor shall join with the
                        Property Trustee in the execution, delivery and
                        performance of all instruments and agreements necessary
                        or proper to effectuate such resignation or removal. A
                        successor to any co-trustee or separate trustee so
                        resigned or removed may be appointed in the manner
                        provided in this Section 8.9.

                  (iv)  No co-trustee or separate trustee hereunder shall be
                        personally liable by reason of any act or omission of
                        the Property Trustee or any other trustee hereunder.

                  (v)   The Property Trustee shall not be liable by reason of
                        any act of a co-trustee or separate trustee.

                  (vi)  Any Act of Holders delivered to the Property Trustee
                        shall be deemed to have been delivered to each such
                        co-trustee and separate trustee.

      8.10  Resignation and Removal; Appointment of Successor.

            (a)   No resignation or removal of any Trustee (the "Relevant
                  Trustee") and no appointment of a successor Trustee pursuant
                  to this Article VIII shall become effective until the
                  acceptance of appointment by the successor Trustee in
                  accordance with the applicable requirements of Section 8.11.

            (b)   Subject to the immediately preceding paragraph, the Relevant
                  Trustee may resign at any time with respect to the Trust
                  Securities by giving written notice thereof to the
                  Securityholders. If the instrument of acceptance by


                                     - 42 -
<PAGE>
                  the successor Trustee required by Section 8.11 shall not have
                  been delivered to the Relevant Trustee within 30 days after
                  the giving of such notice of resignation, the Relevant Trustee
                  may petition, at the expense of the Sponsor, any court of
                  competent jurisdiction for the appointment of a successor
                  Relevant Trustee with respect to the Trust Securities.

            (c)   Unless a Debenture Event of Default shall have occurred and be
                  continuing, any Trustee may be removed at any time by Act of
                  the Common Securityholder. If a Debenture Event of Default
                  shall have occurred and be continuing, the Property Trustee or
                  the Delaware Trustee, or both of them, may be removed at such
                  time by Act of the Holders of a majority in Liquidation Amount
                  of the Preferred Securities, delivered to the Relevant Trustee
                  (in its individual capacity and on behalf of the Trust). An
                  Administrative Trustee may be removed by the Common
                  Securityholder at any time.

            (d)   If any Trustee shall resign, be removed or become incapable of
                  acting as Trustee, or if a vacancy shall occur in the office
                  of any Trustee for any cause, at a time when no Debenture
                  Event of Default shall have occurred and be continuing, the
                  Common Securityholder, by Act of the Common Securityholder
                  delivered to the retiring Trustee, shall promptly appoint a
                  successor Trustee or Trustees with respect to the Trust
                  Securities and the Trust, and the successor Trustee shall
                  comply with the applicable requirements of Section 8.11. If
                  the Property Trustee or the Delaware Trustee shall resign, be
                  removed or become incapable of continuing to act as the
                  Property Trustee or the Delaware Trustee, as the case may be,
                  at a time when a Debenture Event of Default shall have
                  occurred and is continuing, the Preferred Securityholders, by
                  Act of the Securityholders of a majority in Liquidation Amount
                  of the Preferred Securities then Outstanding delivered to the
                  retiring Relevant Trustee, shall promptly appoint a successor
                  Relevant Trustee or Trustees with respect to the Trust
                  Securities and the Trust, and such successor Trustee shall
                  comply with the applicable requirements of Section 8.11. If an
                  Administrative Trustee shall resign, be removed or become
                  incapable of acting as Administrative Trustee, at a time when
                  a Debenture Event of Default shall have occurred and be
                  continuing, the Common Securityholder, by Act of the Common
                  Securityholder delivered to an Administrative Trustee, shall
                  promptly appoint a successor Administrative Trustee or
                  Administrative Trustees with respect to the Trust Securities
                  and the Trust, and such successor Administrative Trustee or
                  Administrative Trustees shall comply with the applicable
                  requirements of Section 8.11. If no successor Relevant Trustee
                  with respect to the Trust Securities shall have been so
                  appointed by the Common Securityholder or the Preferred
                  Securityholders and accepted appointment in the manner
                  required by Section 8.11, any Securityholder who has been a
                  Securityholder of Trust Securities on behalf of himself and


                                     - 43 -
<PAGE>
                  all others similarly situated may petition a court of
                  competent jurisdiction for the appointment Trustee with
                  respect to the Trust Securities.

            (e)   The Property Trustee shall give notice of each resignation and
                  each removal of a Trustee and each appointment of a successor
                  Trustee to all Securityholders in the manner provided in
                  Section 10.8 and shall give notice to the Sponsor. Each notice
                  shall include the name of the successor Relevant Trustee and
                  the address of its Corporate Trust office if it is the
                  Property Trustee.

            (f)   Notwithstanding the foregoing or any other provision of this
                  Trust Agreement, in the event any Administrative Trustee or a
                  Delaware Trustee who is a natural person dies or becomes, in
                  the opinion of the Sponsor, incompetent or incapacitated, the
                  vacancy created by such death, incompetence or incapacity may
                  be filled by (a) the unanimous act of remaining Administrative
                  Trustees if there are at least two of them; or (b) otherwise
                  by the Sponsor (with the successor in each case being a Person
                  who satisfies the eligibility requirement for Administrative
                  Trustees set forth in Section 8.7).

      8.11  Acceptance of Appointment by Successor.

            (a)   In case of the appointment hereunder of a successor Relevant
                  Trustee with respect to the Trust Securities and the Trust,
                  the retiring Relevant Trustee (if requested by the Sponsor)
                  and each successor Relevant Trustee with respect to the Trust
                  Securities shall execute and deliver an instrument hereto
                  wherein each successor Relevant Trustee shall accept such
                  appointment and which shall contain such provisions as shall
                  be necessary or desirable to transfer and confirm to, and to
                  vest in, each successor Relevant Trustee all the rights,
                  powers, trusts and duties of the retiring Relevant Trustee
                  with respect to the Trust Securities and the Trust and upon
                  the execution and delivery of such instrument the resignation
                  or removal of the retiring Relevant Trustee shall become
                  effective to the extent provided therein and each such
                  successor Relevant Trustee, without any further act, deed or
                  conveyance, shall become vested with all the rights, powers,
                  trusts and duties of the retiring Relevant Trustee with
                  respect to the Trust Securities and the Trust; but, on request
                  of the Trust or any successor Relevant Trustee such retiring
                  Relevant Trustee shall duly assign, transfer and deliver to
                  such successor Relevant Trustee all Trust Property, all
                  proceeds thereof and money held by such retiring Relevant
                  Trustee hereunder with respect to the Trust Securities and the
                  Trust.

            (b)   Upon request of any such successor Relevant Trustee, the Trust
                  shall execute any and all instruments for more fully and
                  certainly vesting in and confirming to such successor Relevant
                  Trustee all such rights, powers and


                                     - 44 -
<PAGE>
                  trusts referred to in the immediately preceding paragraph, as
                  the case may be.

            (c)   No successor Relevant Trustee shall accept its appointment
                  unless at the time of such acceptance such successor Relevant
                  Trustee shall be qualified and eligible under this Article
                  VIII.

      8.12  Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided however, that any
successor Delaware Trustee shall file an amendment to the Certificate of Trust
as required by the Delaware Statutory Trust Act.

      8.13  Preferential Collection of Claims Against Sponsor or Trust.

      If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Sponsor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Sponsor or Trust (or any such
other obligor).

      8.14  Reports by Property Trustee.

      On or before July 31 of each year, commencing July 31, 2005, the Property
Trustee shall transmit to the Securityholders such reports concerning the
Property Trustee, its actions under this Trust Agreement and the property and
funds in its possession in its capacity as the Property Trustee as may be
required pursuant to the Trust Indenture Act in the manner provided pursuant
thereto.

      8.15  Reports to the Property Trustee.

      The Sponsor and the Administrative Trustees on behalf of the Trust shall
provide to the Property 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(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

      8.16  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, if any,


                                     - 45 -
<PAGE>
provided for in this Trust Agreement 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 shall be given in the form of an Officers' Certificate.

      8.17  Number of Trustees.

            (a)   The number of Trustees shall be four, provided that the Holder
                  of all of the Common Securities by written instrument may
                  increase or decrease the number of Administrative Trustees.
                  The Property Trustee and the Delaware Trustee may be the same
                  Person.

            (b)   If a Trustee ceases to hold office for any reason and the
                  number of Administrative Trustees is not reduced pursuant to
                  Section 8.17(a), or if the number of Trustees is increased
                  pursuant to Section 8.17(a), a vacancy shall occur. The
                  vacancy shall be filled with a Trustee appointed in accordance
                  with Section 8.10.

            (c)   The death, resignation, retirement, removal, bankruptcy,
                  incompetence or incapacity to perform the duties of a Trustee
                  shall not operate to 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 8.10, the Administrative
                  Trustees in office, regardless of their number (and
                  notwithstanding any other provision of this Agreement), shall
                  have all the powers granted to the Administrative Trustees and
                  shall discharge all the duties imposed upon the Administrative
                  Trustees by this Trust Agreement.

      8.18  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 2.7(a); and

            (b)   The Administrative Trustees shall have power to delegate from
                  time to time to such of their number or to the Sponsor 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.

      8.19  Voting.



                                     - 46 -
<PAGE>
      Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

      9.1   Termination Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve on
_________, 2034 (the "Expiration Date"), subject to distribution of the Trust
Property in accordance with Section 9.4.

      9.2   Early Termination.

      The first to occur of any of the following events is an "Early Termination
Event", upon occurrence of which the Trust shall dissolve:

            (a)   the occurrence of a Bankruptcy Event in respect of, or the
                  dissolution or liquidation of, the Sponsor;

            (b)   delivery of written direction to the Property Trustee by the
                  Sponsor (which direction is wholly optional and within the
                  discretion of the Sponsor, subject to Sponsor having received
                  prior approval of the Board of Governors of the Federal
                  Reserve System if so required under applicable guidelines,
                  policies or regulations thereof) to dissolve the Trust and
                  distribute the Debentures to Securityholders in exchange for
                  the Preferred Securities in accordance with Section 9.4;

            (c)   the redemption of all of the Preferred Securities in
                  connection with the redemption of all of the Debentures
                  (whether upon a Debenture Redemption Date or the maturity of
                  the Debenture); or

            (d)   an order for dissolution of the Trust shall have been entered
                  by a court of competent jurisdiction.

      9.3   Termination.

      The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect


                                     - 47 -
<PAGE>
to the Trust or the Securityholders; and (d) the filing of a Certificate of
Cancellation by an Administrative Trustee under the Delaware Statutory Trust
Act.

      9.4   Liquidation.

            (a)   If an Early Termination Event specified in clause (a), (b), or
                  (d) of Section 9.2 occurs or upon the Expiration Date, the
                  Trust shall be liquidated by the Trustees as expeditiously as
                  the Trustees determine to be possible by distributing, after
                  satisfaction of liabilities to creditors of the Trust as
                  provided by applicable law, to each Securityholder a Like
                  Amount of Debentures, subject to Section 9.4(d). Notice of
                  liquidation shall be given by the Property Trustee by
                  first-class mail, postage prepaid, mailed not later than 30
                  nor more than 60 days prior to the Liquidation Date to each
                  Holder of Trust Securities at such Holder's address appearing
                  in the Securities Register. All notices of liquidation shall:

                  (i)   state the Liquidation Date;

                  (ii)  state that from and after the Liquidation Date, the
                        Trust Securities shall no longer be deemed to be
                        Outstanding and any Trust Securities Certificates not
                        surrendered for exchange shall be deemed to represent a
                        Like Amount of Debentures; and

                  (iii) provide such information with respect to the mechanics
                        by which Holders may exchange Trust Securities
                        Certificates for Debentures, or, if Section 9.4(d)
                        applies, receive a Liquidation Distribution, as the
                        Administrative Trustees or the Property Trustee shall
                        deem appropriate.

            (b)   Except where Section 9.2(c) or 9.4(d) applies, in order to
                  effect the liquidation of the Trust and distribution of the
                  Debentures to Securityholders, the Property Trustee shall
                  establish a record date for such distribution (which shall be
                  not more than 45 days prior to the Liquidation Date) and,
                  either itself acting as exchange agent or through the
                  appointment of a separate exchange agent, shall establish such
                  procedures as it shall deem appropriate to effect the
                  distribution of Debentures in exchange for the outstanding
                  Trust Securities Certificates.

            (c)   Except where Section 9.2(c) or 9.4(d) applies, after the
                  Liquidation Date, (i) the Trust Securities shall no longer be
                  deemed to be outstanding; (ii) certificates representing a
                  Like Amount of Debentures shall be issued to Holders of Trust
                  Securities Certificates upon surrender of such certificates to
                  the Administrative Trustees or their agent for exchange; (iii)
                  any Trust Securities Certificates not so surrendered for
                  exchange shall be deemed to represent a Like Amount of
                  Debentures, accruing interest at the rate provided for in the
                  Debentures from the last Distribution Date on which a


                                     - 48 -
<PAGE>
                  Distribution was made on such Trust Securities Certificates
                  until such certificates are so surrendered (and until such
                  certificates are so surrendered, no payments of interest or
                  principal shall be made to Holders of Trust Securities
                  Certificates with respect to such Debentures); and (iv) all
                  rights of Securityholders holding Trust Securities shall
                  cease, except the right of such Securityholders to receive
                  Debentures upon surrender of Trust Securities Certificates.

            (d)   In the event that, notwithstanding the other provisions of
                  this Section 9.4, whether because of an order for dissolution
                  entered by a court of competent jurisdiction or otherwise,
                  distribution of the Debentures in the manner provided herein
                  is determined by the Property Trustee not to be practical, the
                  Trust Property shall be liquidated, and the Trust shall be
                  wound-up by the Property Trustee in such manner as the
                  Property Trustee determines. In such event, on the date of the
                  winding up of the Trust, Securityholders shall be entitled to
                  receive out of the assets of the Trust available for
                  distribution to Securityholders, after satisfaction of
                  liabilities to creditors of the Trust as provided by
                  applicable law, an amount equal to the Liquidation Amount per
                  Trust Security plus accumulated and unpaid Distributions
                  thereon to the date of payment (such amount being the
                  "Liquidation Distribution"). If the Liquidation Distribution
                  can be paid only in part because the Trust has insufficient
                  assets available to pay in full the aggregate Liquidation
                  Distribution, then, subject to the next succeeding sentence,
                  the amounts payable by the Trust on the Trust Securities shall
                  be paid on a pro rata basis (based upon Liquidation Amounts).
                  The Holder of the Common Securities shall be entitled to
                  receive Liquidation Distributions upon any such dissolution,
                  winding-up or termination pro rata (determined as aforesaid)
                  with Holders of Preferred Securities, except that, if a
                  Debenture Event of Default has occurred and is continuing, the
                  Preferred Securities shall have a priority over the Common
                  Securities.

      9.5   Mergers, Consolidations, Amalgamations or Replacements of the Trust.

      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 corporation or other Person, except pursuant
to this Section 9.5. At the request of the Sponsor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (ii) the


                                     - 49 -
<PAGE>
Sponsor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (iii) the Successor Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect; (v)
such successor entity has a purpose substantially identical to that of the
Trust; (vi) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Sponsor has received an Opinion of Counsel 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 of the Preferred Securities (including any
Successor Securities) in any material respect; and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity shall be required to register as an
"investment company" under the Investment Company Act; and (vii) the Sponsor
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 Guarantee, the Debentures, and this Trust Agreement.
For purposes of this Section 9.5, any such consolidation, merger, sale,
conveyance, transfer or other disposition as a result of which (a) the Company
is not the surviving Person, and (b) the same Person is not both (i) the primary
obligor in respect of the Debentures and (ii) the Guarantor under that certain
Preferred Securities Guarantee Agreement of even date herewith (the "Guarantee")
between the Company and Wilmington Trust Company, shall be deemed to constitute
a replacement of the Trust by a successor entity; provided further that,
notwithstanding the foregoing, in the event that upon the consummation of such a
consolidation, merger, sale, conveyance, transfer or other disposition, the
parent company (if any) of the Company, or its successor, is a bank holding
company or financial holding company or comparably regulated financial
institution, such parent company shall guarantee the obligations of the Trust
(and any successor thereto) under the Preferred Securities (including any
Successor Securities) at least to the extent provided by the Guarantee, the
Debentures, and the Trust Agreement. Notwithstanding the foregoing, the Trust
shall not, except with the consent of holders of 100% in Liquidation Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets 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 or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
or Puerto Rico income tax purposes.



                                     - 50 -
<PAGE>
                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      10.1  Limitation of Rights of Securityholders.

      The death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in any court for a partition or winding-up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

      10.2  Amendment.

            (a)   This Trust Agreement may be amended from time to time by the
                  Trustees and the Sponsor, without the consent of any
                  Securityholders, (i) as provided in Section 8.11 with respect
                  to acceptance of appointment by a successor Trustee; (ii) to
                  cure any ambiguity, correct or supplement any provision herein
                  or therein which may be inconsistent with any other provision
                  herein or therein, or to make any other provisions with
                  respect to matters or questions arising under this Trust
                  Agreement, that shall not be inconsistent with the other
                  provisions of this Trust Agreement; or (iii) to modify,
                  eliminate or add to any provisions of this Trust Agreement to
                  such extent as shall be necessary to ensure that the Trust
                  shall be classified for United States federal or Puerto Rico
                  tax purposes as a grantor trust, at all times that any Trust
                  Securities are outstanding or to ensure that the Trust shall
                  not be required to register as an "investment company" under
                  the Investment Company Act; provided, however, that in the
                  case of clause (ii), such action shall not adversely affect in
                  any material respect the interests of any Securityholder; and
                  any amendments of this Trust Agreement shall become effective
                  when notice thereof is given to the Securityholders.

            (b)   Except as provided in Section 6.1(c) or Section 10.2(c)
                  hereof, any provision of this Trust Agreement may be amended
                  by the Trustees and the Sponsor (i) with the consent of Trust
                  Securityholders representing not less than a majority (based
                  upon Liquidation Amounts) of the Trust Securities then
                  Outstanding; and (ii) upon 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 shall 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 of an
                  "investment company" under the Investment Company Act.



                                     - 51 -
<PAGE>
            (c)   In addition to and notwithstanding any other provision in this
                  Trust Agreement, without the consent of each affected
                  Securityholder, this Trust Agreement 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 Securityholder to institute suit for the enforcement of
                  any such payment on or after such date; notwithstanding any
                  other provision herein, without the unanimous consent of the
                  Securityholders this paragraph (c) of this Section 10.2 may
                  not be amended.

            (d)   Notwithstanding any other provisions of this Trust Agreement,
                  no Trustee shall enter into or consent to any amendment to
                  this Trust Agreement which would cause the Trust to fail or
                  cease to qualify for the exemption from status of an
                  "investment company" under the Investment Company Act or to
                  fail or cease to be classified as a grantor trust for United
                  States federal or Puerto Rico income tax purposes.

            (e)   Notwithstanding anything in this Trust Agreement to the
                  contrary, without the consent of the Sponsor, this Trust
                  Agreement may not be amended in a manner which imposes any
                  additional obligation on the Sponsor.

            (f)   In the event that any amendment to this Trust Agreement is
                  made, the Administrative Trustees shall promptly provide to
                  the Sponsor a copy of such amendment.

            (g)   Neither the Property Trustee nor the Delaware Trustee shall be
                  required to enter into any amendment to this Trust Agreement
                  which affects its own rights, duties or immunities under this
                  Trust Agreement. The Property Trustee shall be entitled to
                  receive an Opinion of Counsel and an Officers' Certificate
                  stating that all conditions precedent to the execution of such
                  amendment to the Trust Agreement have been met and that any
                  amendment to this Trust Agreement has been effected in
                  compliance with this Trust Agreement.

      10.3  Severability.

      In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

      10.4  Governing Law.

      THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN


                                     - 52 -
<PAGE>
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF).

      10.5  Payments Due on Non-Business Day.

      If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

      10.6  Successors.

      This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Sponsor, the Trust or the Relevant Trustee(s), including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Sponsor that is permitted under Article XII of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Sponsor's obligations hereunder, the Sponsor shall not assign its obligations
hereunder.

      10.7  Headings.

      The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

      10.8  Reports, Notices and Demands.

      Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Sponsor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder, the Administrative Trustees or the
Sponsor, to R&G Financial Corporation, 280 Jesus T. Pinero Avenue, San Juan,
Puerto Rico 00918, Attention: Chief Financial Officer, facsimile no: (787)
756-8175. Any notice to Preferred Securityholders shall also be given to such
owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee shall be given in writing with respect to the
Property Trustee and the Delaware Trustee to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington,


                                     - 53 -
<PAGE>
Delaware 19890, Attention: Corporate Trust Administration for the Property
Trustee. Such notice, demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Trust or the Property Trustee.

      10.9  Agreement Not to Petition.

      Each of the Trustees and the Sponsor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Sponsor or any of the Trustees takes action in
violation of this Section 10.9, the Property Trustee agrees, for the benefit of
Securityholders, that at the expense of the Sponsor (which expense shall be paid
prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Sponsor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Sponsor or such Trustee has agreed in writing not to take such
action and should be stopped and precluded therefrom. The provisions of this
Section 10.9 shall survive the termination of this Trust Agreement.

      10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

            (a)   This Trust Agreement is subject to the provisions of the Trust
                  Indenture Act that are required to be part of this Trust
                  Agreement 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 any provision hereof limits, qualifies or conflicts with
                  another provision hereof which is required to be included in
                  this Trust Agreement by any of the provisions of the Trust
                  Indenture Act, such required provision shall control. If any
                  provision of this Trust Agreement modifies or excludes any
                  provision of the Trust Indenture Act which may be so modified
                  or excluded, the latter provision shall be deemed to apply to
                  this Trust Agreement as so modified or to be excluded, as the
                  case may be.

            (d)   The application of the Trust Indenture Act to this Trust
                  Agreement shall not affect the nature of the Trust Securities
                  as equity securities representing undivided beneficial
                  interests in the assets of the Trust.

      10.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture.

      THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT,


                                     - 54 -
<PAGE>
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND
PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO ALL OTHER TERMS OF THE
GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST,
SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

      10.12 Counterparts.

      This Trust Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, and all of which
counterparts together shall constitute one and the same agreement.

      10.13 Exchange Act Obligations.

      For so long as the Trust Securities shall remain outstanding, Sponsor
shall fulfill all reporting and filing obligations under the Securities Exchange
Act of 1934, as amended, as applicable to companies having a class of securities
registered under Section 12(b) or 12(g) thereunder.





                                     - 55 -
<PAGE>
R&G FINANCIAL CORPORATION


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


WILMINGTON TRUST COMPANY, AS
      PROPERTY AND DELAWARE TRUSTEE

By:
    ---------------------------
    Name:
    Title:


-------------------------------
Victor J. Galan,
      as Administrative Trustee



-------------------------------
Joseph R. Sandoval,
      as Administrative Trustee




                                     - 56 -
<PAGE>
                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                               R&G CAPITAL TRUST V

      This Certificate of Trust is being executed as of_________, 2004 for
the purposes of organizing a statutory trust  pursuant to the Delaware
Statutory Trust  Act, 12 Del. C. Sections 3801 et seq. (the "Act").

      The undersigned hereby certifies as follows:

1.    Name. The name of the statutory trust formed hereby is "R&G Capital Trust
      V" (the "Trust").

2.    Delaware Trustee. The name and business address of the Delaware trustee of
      the Trust meeting the requirements of Section 3807 of the Act are as
      follows:

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, DE  19890-0001
            Attn: Corporate Trust Administration

3.    Effective. This Certificate of Trust shall be effective immediately upon
      filing in the Office of the Secretary of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned being all of the trustees of the
Trust, have duly executed this Certificate of Trust as of the day and year first
above written in accordance with Section 3811(a) of the Act.

WILMINGTON TRUST COMPANY, AS
  DELAWARE TRUSTEE

By:
     --------------------------
     Name:
     Title:




                                      A - 1
<PAGE>
ADMINISTRATIVE TRUSTEE



-------------------------------
Victor J. Galan,
as Administrative Trustee


ADMINISTRATIVE TRUSTEE




-------------------------------
Joseph R. Sandoval,
as Administrative Trustee





                                      A - 2
<PAGE>
                                                                       EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
           EXCEPT AS DESCRIBED IN THE TRUST AGREEMENT AS DEFINED BELOW

CERTIFICATE NUMBER 1                         NUMBER OF COMMON SECURITIES 123,712

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                               R&G CAPITAL TRUST V

                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

      R&G CAPITAL TRUST V, a statutory trust created under the laws of the State
of Delaware (the "Trust"), hereby certifies that R&G FINANCIAL CORPORATION (the
"Holder") is the registered owner of one hundred twenty three thousand seven
hundred twelve (123,712) common securities of the Trust representing undivided
beneficial interests in the assets of the Trust and designated the Common
Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). Except as provided in Section 5.10 of the Trust Agreement (as
defined below), the Common Securities are not transferable, to the fullest
extent permitted below, and any attempted prohibited transfer hereof shall be
void. The designations, rights, privileges, restrictions, preferences, and other
terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust of the Trust dated as of _____, 2004, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Common Securities as set forth therein. The Trust shall furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of ____, 2004.

R&G CAPITAL TRUST V

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




                                      B - 1
<PAGE>
                                                                       EXHIBIT C

CERTIFICATE NUMBER 1                    NUMBER OF PREFERRED SECURITIES 4,000,000

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                               R&G CAPITAL TRUST V

          _____ % CUMULATIVE MONTHLY INCOME TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

      R&G Capital Trust V, a statutory trust created under the laws of the State
of Delaware (the "Trust"), hereby certifies that the Conservation Trust of
Puerto Rico (the "Holder") is the registered owner of Four Million (4,000,000)
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the ____% Cumulative Monthly Income Trust
Preferred Securities (liquidation amount $25 per Preferred Security) (the
"Preferred Securities"). 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 as
provided in Section 5.4 of the Trust Agreement (as defined herein). The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Preferred Securities are set forth in, and this Certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust of the Trust dated as of _____, 2004, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Preferred Securities Guarantee Agreement entered into by
R&G Financial Corporation, a Puerto Rico corporation, and Wilmington Trust
Company as guarantee trustee, dated as of ______, 2004, as the same may be
amended from time to time (the "Guarantee"), to the extent provided therein. The
Trust shall furnish a copy of the Trust Agreement and the Guarantee to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

      Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      Unless the Certificate of Authentication has been manually executed by the
Authentication Agent, this Certificate is not valid or effective.


                                       C-1
<PAGE>
      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this Certificate this ___ day of ____, 2004.

R&G CAPITAL TRUST V

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


                        [FORM OF REVERSE OF CERTIFICATE]

      The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to R&G Capital Trust V, c/o
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890,
or to the Registrar named on the face of this Certificate.

      The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common          UNIF GIFT MIN ACT -- under Uniform Gift
TEN ENT -- as tenants by the entireties                       to Minors Act and
JT TEN  -- as joint tenants with right                        not as tenants
           of survival

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:




     (Please insert social security or other identifying number of assignee)




                    (insert address and zip code of assignee)

the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints

                                                                        attorney
-----------------------------------------------------------------------


                                       C-2
<PAGE>
to transfer the said Preferred Securities on the books of the within-named Trust
with full power of substitution in the premises.

Dated:                               Signature:
                                                --------------------------------
                                                Note: The signature(s) to this
                                                assignment must correspond with
                                                the name(s) as written upon the
                                                face of this Certificate in
                                                every particular, without
                                                alteration or enlargement, or
                                                any change whatever.

Signature(s) Guaranteed:




----------------------------------
NOTICE: Signature(s) must be guaranteed
by an "eligible guarantor institution"
that is a member or participant in a
"signature guarantee program" (i.e.,
the Securities Transfer Agents
Medallion Program, the Stock Exchange
Medallion Program or the New York
Stock Exchange, Inc. Medallion
Signature Program).



                                       C-3
<PAGE>
                                                                       EXHIBIT D

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

      This is one of the _____% Cumulative Monthly Income Trust Preferred
Securities referred to in the within-mentioned Trust Agreement.

WILMINGTON TRUST COMPANY,
   as Authentication Agent and Registrar

By:
     -------------------------
     AUTHORIZED SIGNATURE





                                      D - 1