<PAGE>
                                                                     EXHIBIT 4.3


                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                       OF

                              R&G CAPITAL TRUST VI

                          Dated as of November 30, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                             <C>
ARTICLE I.        INTERPRETATION AND DEFINITIONS...............................................................   1

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

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

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

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

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

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

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

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

    Section 5.01  Number of Trustees: Appointment of Co-Trustee................................................  26
</TABLE>

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                          TABLE OF CONTENTS (CONTINUED)

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

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

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

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

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

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

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

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

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

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                          TABLE OF CONTENTS (CONTINUED)

<TABLE>
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ARTICLE X.        LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................  43

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

<PAGE>

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

                                November 30, 2004

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

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

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

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

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

                                   ARTICLE I.
                         INTERPRETATION AND DEFINITIONS

SECTION 1.01 DEFINITIONS.

      Unless the context otherwise requires:

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

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

<PAGE>

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

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

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

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

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

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

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

      "Agent" means any Paying Agent or Registrar.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

      "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

      "Indenture" means the Indenture dated, as of November 30, 2004, between
the Debenture Issuer and the Debenture Trustee, as amended or supplemented from
time to time.

      "Investment Company" means an investment company as defined in the
Investment Company Act.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

      "Investment Company Event" has the meaning set forth in Annex I.

      "Legal Action" has the meaning set forth in Section 3.6(g).

      "List of Holders" has the meaning set forth in Section 2.2(a).

      "Majority in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of more than 50% of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by any two of the following: the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Comptroller, the Secretary or an Assistant

                                       4
<PAGE>

Secretary of such Person. Any Officers' Certificate delivered by the Trust shall
be signed by at least one Administrative Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

      (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

      (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

      (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

      (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

      "Opinion of Counsel" means a written opinion of counsel, who (except as
specifically provided to the contrary herein by reference to "independent
counsel") may be an employee of the Sponsor, and who shall be acceptable to the
Property Trustee.

      "Paying Agent" has the meaning specified in Section 7.4.

      "Payment Amount" has the meaning specified in Section 6.1.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

      "Preferred Securities" means the 6.62% Cumulative Trust Preferred
Securities.

      "Preferred Securities Guarantee" means the guarantee agreement dated as of
November 30, 2004 of the Sponsor in respect of the Preferred Securities.

      "Property Trustee" has the meaning set forth in Section 5.3(a).

      "Property Trustee Account" has the meaning set forth in Section 3.8(c)(i).

      "Prospectus" has the meaning set forth in Section 3.6(b)(i).

                                       5
<PAGE>

      "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

      "Registrar" has the meaning set forth in Section 7.4.

      "Registration Statement" has the meaning set forth in Section 3.6(b)(i).

      "Regulatory Capital Event" has the meaning set forth in Annex I.

      "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

      "Responsible Officer" means any officer within the Corporate Trust Office
of the Property Trustee with direct responsibility for the administration of
this Declaration and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

      "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
successor rule or regulation.

      "Securities" or "Trust Securities" means the Common Securities and the
Preferred Securities.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Special Event" has the meaning set forth in Section 4(c) of Annex I
hereto.

      "Sponsor" means R&G Financial Corporation, a Puerto Rico corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

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

      "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b)(ii).

      "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

      "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

      "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

      "Tax Event" has the meaning set forth in Annex I.

      "10% in liquidation amount" means, with respect to the Trust Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require,

                                       6
<PAGE>

Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount of all outstanding Securities of the
relevant class.

      "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

      "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue as a trustee in accordance
with the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.

                                  ARTICLE II.
                               TRUST INDENTURE ACT

SECTION 2.01 TRUST INDENTURE ACT; APPLICATION.

      (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration in order for this
Declaration to be qualified under the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

      (b) The Property Trustee shall be the only Trustee which is a "trustee"
for the purposes of the Trust Indenture Act.

      (c) If and to the extent that any provision of this Declaration conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

      (d) The application of the Trust Indenture Act to this Declaration shall
not affect the Trust's classification as a grantor trust for United States
federal or Puerto Rico income tax purposes or the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.02 LISTS OF HOLDERS OF SECURITIES.

      (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 10 Business Days after each record date
for payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that the List of Holders does not differ from
the most recent List of Holders given to the Property

                                       7
<PAGE>

Trustee by the Sponsor and the Administrative Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity), provided that the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

      (b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.03 REPORTS BY THE PROPERTY TRUSTEE.

      On or before July 15 of each year, commencing July 15, 2005, the Property
Trustee shall provide to the Holders of the Preferred Securities such reports
dated as of such July 15 as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

SECTION 2.04 PERIODIC REPORTS TO PROPERTY TRUSTEE.

      Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314(a)(4) of the Trust
Indenture Act, such compliance certificate to be delivered annually on or before
120 days after the end of each fiscal year of the Sponsor. Delivery of such
documents, reports and information to the Property Trustee is for informational
purposes only and the Property Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Sponsor's compliance with any of
its covenants hereunder (as to which the Property Trustee is entitled to rely
exclusively on Officers' Certificates).

SECTION 2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

      Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers' Certificate.

SECTION 2.06 EVENTS OF DEFAULT; WAIVER.

      (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                                       8
<PAGE>

            (i) is not waivable under the Indenture, the Event of Default under
the Declaration shall also not be waivable; or

            (ii) requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super Majority")
to be waived under the Indenture, the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

      The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

      (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

            (i) is not waivable under the Indenture, except where the Holders of
the Common Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(b), the Event of Default under
the Declaration shall also not be waivable; or

            (ii) requires the consent or vote of a Super Majority to be waived
under the Indenture, except where the Holders of the Common Securities are
deemed to have waived such Event of Default under the Declaration as provided
below in this Section 2.6(b), the Event of Default under the Declaration may
only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Common Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding; provided further, each Holder of Common Securities will be deemed
to have waived any such Event of Default and all Events of Default with respect
to the Common Securities and their consequences until Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the

                                       9
<PAGE>

Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

      (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 2.07 EVENT OF DEFAULT; NOTICE.

      (a) The Property Trustee shall, within 90 days after the occurrence of a
Default (as such term is defined in the Indenture) actually known to a
Responsible Officer, transmit by mail, first class postage prepaid, to the
Holders of the Preferred Securities, the Administrative Trustees and the
Sponsor, notices of all Defaults with respect to the Securities actually known
to a Responsible Officer, unless such Defaults have been cured before the giving
of such notice; provided that, except for a default in the payment of principal
of or interest (including Compounded Interest and Additional Sums (as such terms
are defined in the Indenture) if any, on any of the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such notice
is in the interests of the Holders. The Sponsor and the Administrative Trustees
shall file annually with the Property Trustee a certification as to whether or
not they are in compliance with all the conditions and covenants applicable to
them under this Declaration.

      (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

            (i) a default under Sections 5.01(a) (other than the payment of
Compounded Interest and Additional Sums, each as defined in the Indenture) and
5.01(b) of the Indenture provided that the Property Trustee is the Paying Agent
under the Indenture; or

            (ii) any default as to which the Property Trustee shall have
received written notice at the corporate trust office of the Property Trustee
and such notice references the Preferred Securities and this Declaration or of
which a Responsible Officer charged with the administration of the Declaration
shall have actual knowledge.

                                       10
<PAGE>

                                  ARTICLE III.
                                  ORGANIZATION

SECTION 3.01 NAME.

      The Trust is named "R&G Capital Trust VI" as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Delaware Trustee, the Property Trustee and the Holders. The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable
by the Administrative Trustees.

SECTION 3.02 OFFICE.

      The address of the principal office of the Trust is c/o R&G Financial
Corporation, 280 Jesus T. Pinero Avenue, San Juan, Puerto Rico 00918. On ten
Business Days written notice to the Delaware Trustee, the Property Trustee and
the Holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.03 PURPOSE.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities, (b) use the proceeds from the sale of the Securities to
acquire the Debentures, and (c) except as otherwise limited herein, to engage in
only those other activities that are necessary or incidental thereto. The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage or pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal or Puerto Rico income tax purposes as a
grantor trust.

      The Trust will be classified as a grantor trust for United States federal
and Puerto Rico income tax purposes, pursuant to which the owners of the
Preferred Securities and the Common Securities will be the owners of the Trust
for United States federal and Puerto Rico income tax purposes, and such owners
will include directly in their gross income the income, gain, deduction or loss
of the Trust as if the Trust did not exist. By the acceptance of this Trust,
none of the Trustees, the Sponsor or the Holders of the Securities will take any
position which is contrary to the classification of the Trust as a grantor trust
for United States federal or Puerto Rico income tax purposes.

SECTION 3.04 AUTHORITY.

      Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                                       11
<PAGE>

SECTION 3.05 TITLE TO PROPERTY OF THE TRUST.

      Except as may be otherwise provided in this Declaration, legal title to
all assets of the Trust shall be vested in the Property Trustee for the benefit
of the Trust and the Holders. The Holders shall not have legal title to any part
of the assets of the Trust, but shall have an undivided beneficial interest in
the assets of the Trust.

SECTION 3.06 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

      The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in any of the following activities as
applicable:

      (a) to execute, enter into and deliver the Common Securities Subscription
Agreement and to execute, deliver, issue and sell the Securities in accordance
with this Declaration and pursuant to the Underwriting Agreement; provided,
however, that except as contemplated in Section 7.1(a), (i) the Trust may issue
no more than one series of Preferred Securities and no more than one series of
Common Securities, (ii) there shall be no interests in the Trust other than the
Securities, and (iii) the issuance of Securities shall be limited to a
simultaneous issuance of both the Preferred Securities and Common Securities at
the Closing Time;

      (b) in connection with the issuance and sale of the Preferred Securities,
to:

            (i) prepare and execute a Prospectus, along with any applicable
prospectus supplements thereto (the "Prospectus") in preliminary and final form
prepared by the Sponsor, in relation to the offering and sale of the Preferred
Securities and to execute and file with the Commission a registration statement
on Form S-3 (the "Registration Statement"), including any amendments thereto,
for the offering and sale of the Preferred Securities;

            (ii) execute and file any documents prepared by the Sponsor, or take
any acts as determined by the Sponsor to be necessary, in order to qualify or
register all or part of the Preferred Securities in any State in which the
Sponsor has determined to qualify or register such Preferred Securities for
sale;

            (iii) execute and file an application, prepared by the Sponsor, to
permit the Preferred Securities to trade or be quoted or listed in or on the
Nasdaq National Market or any other securities exchange or quotation system.

            (iv) execute and deliver letters, documents or instruments with DTC
and other Clearing Agencies relating to the Preferred Securities;

            (v) execute and file with the Commission a registration statement on
Form 8-A, including any amendments thereto, prepared by the Sponsor, relating to
the registration of the Preferred Securities under Section 12(b) or (g) of the
Exchange Act; and

            (vi) execute and enter into the Agency Agreement providing for the
sale of the Preferred Securities;

                                       12
<PAGE>

      (c) to execute, enter into and deliver a Debenture Subscription Agreement,
if necessary, and to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;

      (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;

      (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

      (f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of this Declaration and the
Securities;

      (g) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal
Action;

      (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct the services that the Administrative Trustees have
authority to conduct directly and pay reasonable compensation for such services;

      (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

      (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

      (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

      (l) to act as, or appoint another Person to act as, Registrar for the
Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

      (m) to give prompt written notice to the Property Trustee and to Holders
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

      (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is

                                       13
<PAGE>

necessary to protect the limited liability of the Holders or to enable the Trust
to effect the purposes for which the Trust was created;

      (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

            (i) causing the Trust not to be deemed to be an Investment Company
required to be registered under the Investment Company Act;

            (ii) causing the Trust to be classified for United States federal or
Puerto Rico income tax purposes as a grantor trust or causing each Holder to be
treated as owning an undivided beneficial interest in the Debentures; and

            (iii) causing the interest payable on the Debentures to be
deductible for Puerto Rico income tax purposes;

            (iv) provided that such action does not adversely affect the
interest of the Holders;

      (p) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust; and

      (q) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

      The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

      Subject to this Section 3.6, the Administrative Trustees shall have none
of the powers or the authority of the Property Trustee set forth in Section 3.8.

      The Administrative Trustees may take all actions on behalf of the Trust
that are not specifically required by this Declaration to be taken by any other
Trustee.

      Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.07 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

      (a) The Trust shall not, and the Trustees (including the Property Trustee
and the Delaware Trustee) shall not, engage in any activity other than as
required or authorized by this Declaration. The Trust shall not:

                                       14
<PAGE>

            (i) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders pursuant to the
terms of this Declaration and of the Securities;

            (ii) acquire any assets other than as expressly provided herein;

            (iii) possess Trust property for other than a Trust purpose;

            (iv) make any loans or incur any indebtedness other than loans
represented by the Debentures;

            (v) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Securities in any way whatsoever, except as
otherwise expressly provided herein;

            (vi) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Securities;

            (vii) other than as provided in this Declaration or Annex I, (A)
direct the time, method and place of conducting any proceeding with respect to
any remedy available to the Debenture Trustee, or exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (B) waive
any past default that is waivable under the Indenture or (C) exercise any right
to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable; or

            (viii) consent to any amendment, modification or termination of the
Indenture or the Debentures where such consent shall be required unless the
Trust shall have received (A) an opinion of tax counsel (who shall not be an
employee of the Sponsor or the Trust) experienced in such matters to the effect
that such amendment, modification or termination will not cause more than an
insubstantial risk that for United States federal or Puerto Rico income tax
purposes the Trust will not be classified as a grantor trust, and (B) an Opinion
of Counsel from a firm experienced in such matters, to the effect that the
amendment, modification or termination will not cause more than an insubstantial
risk that the Trust will be deemed to be an investment company required to be
registered under the Investment Company Act of 1940, as amended.

SECTION 3.08 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

      (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders. The
right, title and interest of the Property Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Property Trustee
in accordance with Section 5.7. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.

      (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

                                       15
<PAGE>

      (c) The Property Trustee shall:

            (i) establish and maintain a segregated non-interest bearing trust
account (the "Property Trustee Account") in the name of and under the exclusive
control of the Property Trustee on behalf of the Holders and, upon the receipt
of payments of funds made in respect of the Debentures held by the Property
Trustee, deposit such funds into the Property Trustee Account and make payments
or cause the Paying Agent to make payments to the Holders from the Property
Trustee Account in accordance with Section 6.1. Funds in the Property Trustee
Account shall be held uninvested until disbursed in accordance with this
Declaration. The Property Trustee Account shall be an account that is maintained
with a banking institution the rating on whose long-term unsecured indebtedness
is rated in one of four highest rating categories by a "nationally recognized
statistical rating organization", as that term is defined for purposes of Rule
436(g)(2) under the Securities Act;

            (ii) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Trust Securities to the extent the
Debentures are redeemed or mature; and

            (iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the Securities, engage
in such ministerial activities as shall be necessary or appropriate to effect
the distribution of the Debentures to Holders upon the occurrence of certain
events set forth in Sections 2.7 and 8.1 hereof.

      (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
this Declaration and the Securities.

      (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer has actual knowledge or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act and if the
Property Trustee shall have failed to take such Legal Action following a written
request and offer of indemnity or security, satisfactory to the Property
Trustee, from the Holders, the Holders of the Preferred Securities may, to the
fullest extent permitted by law, take such Legal Action, to the same extent as
if such Holders of Preferred Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Preferred
Securities, without first proceeding against the Property Trustee or the Trust;
provided, however, that if an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay the
principal of or interest (including Compounded Interest and Additional Sums
(each as defined in Indenture), if any) on the Debentures on the date such
principal or interest (including Compounded Interest and Additional Sums, if
any) is otherwise payable (or in the case of redemption, on the redemption
date), then a Holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest
(including Compounded Interest and Additional Sums, if any), if any, on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the Holders of the Common Securities will be subrogated to the rights of
such Holder of Preferred Securities to the

                                       16
<PAGE>

extent of any payment made by the Debenture Issuer to such Holder of Preferred
Securities in such Direct Action. If the Property Trustee fails to declare the
principal of all of the Debentures due and payable upon an Event of Default (as
defined in the Indenture), so long as the Property Trustee is holding the
Debentures on behalf of the Trust, the Holders of at least 25% in liquidation
amount of the Preferred Securities then outstanding will have the right to
declare the Debentures immediately due and payable. Except as provided in this
Section 3.8(e), the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.

      (f) The Property Trustee shall not resign as a Trustee unless either:

            (i) the Trust has been completely liquidated and the proceeds of the
liquidation distributed to the Holders pursuant to the terms of the Securities;
or

            (ii) a successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.7 (a "Successor Property
Trustee").

      (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer occurs and is
continuing, the Property Trustee shall, for the benefit of Holders, enforce its
rights, including without limitation, its rights under the Indenture as holder
of the Debentures, subject to the rights of the Holders pursuant to the terms of
such Securities.

      (h) The Property Trustee shall be authorized to undertake any actions set
forth in Section 317(a) of the Trust Indenture Act.

      (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with Section 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is so acting as Paying Agent.

      (j) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

      Notwithstanding anything expressed or implied to the contrary in this
Declaration or any Annex or Exhibit hereto, (i) the Property Trustee must
exercise the powers set forth in this Section 3.8 in a manner that is consistent
with the purposes and functions of the Trust set out in Section 3.3 and (ii) the
Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.

                                       17
<PAGE>

SECTION 3.09 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

      (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and in the Securities and no implied covenants shall be read into
this Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer has actual knowledge, the Property Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

      (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

            (i) prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

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

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

            (ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Property Trustee was negligent in ascertaining the pertinent facts upon
which such judgment was made;

            (iii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in liquidation amount of
the Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under this Declaration;

            (iv) no provision of this Declaration shall require the Property
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if it shall have reasonable

                                       18
<PAGE>

grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Declaration or indemnity
reasonably satisfactory to the Property Trustee against such risk or liability
is not reasonably assured to it;

            (v) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and the Property
Trustee Account shall be to deal with such property in a similar manner as the
Property Trustee deals with similar property for its own account, subject to the
protections and limitations on liability afforded to the Property Trustee under
this Declaration and the Trust Indenture Act;

            (vi) the Property Trustee shall have no duty or liability for or
with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

            (vii) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree in writing with the
Sponsor. Money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Property Trustee Account maintained
by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law;

            (viii) the Property Trustee shall not be responsible for monitoring
the compliance by the Administrative Trustees or the Sponsor with their
respective duties under this Declaration, nor shall the Property Trustee be
liable for any act, omission, default or misconduct of the Administrative
Trustees or the Sponsor; and

            (ix) the Property Trustee shall not be deemed to have notice of any
Event of Default unless a Responsible Officer of the Property Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Property Trustee at the Corporate Trust Office of the
Property Trustee.

SECTION 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      (a) Subject to the provisions of Section 3.9:

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

            (ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration may be sufficiently evidenced by an
Officers' Certificate;

            (iii) whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and conclusively rely upon an

                                       19
<PAGE>

Officers' Certificate which, upon receipt of such request, shall be promptly
delivered by the Sponsor or the Administrative Trustees;

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

            (v) the Property Trustee may consult with counsel or other experts
of its selection and the advice or opinion of such counsel and experts with
respect to legal matters or advice within the scope of such experts' area of
expertise shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be counsel to the
Sponsor or any of its Affiliates, and may include any of its employees. The
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

            (vi) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request or
direction of any Holder, unless such Holder shall have provided to the Property
Trustee security or indemnity, reasonably satisfactory to the Property Trustee,
against the costs, expenses (including reasonable attorneys' fees and expenses
and the expenses of the Property Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
Property Trustee; provided that, nothing contained in this Section 3.10(a)(vi)
shall be taken to relieve the Property Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested in it by
this Declaration;

            (vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Property Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Property Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Trust, personally or by agent or attorney at the sole cost of the Sponsor
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

            (viii) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, custodians, nominees or attorneys and the Property Trustee shall not be
responsible for any misconduct or negligence on the part of any agent,
custodian, nominee or attorney appointed with due care by it hereunder;

            (ix) any authorized or required action taken by the Property Trustee
or its agents hereunder shall bind the Trust and the Holders, and the signature
of the Property Trustee or its agents alone shall be sufficient and effective to
perform any such action and no third party shall be required to inquire as to
the authority of the Property Trustee to so act or as to its

                                       20
<PAGE>

compliance with any of the terms and provisions of this Declaration, both of
which shall be conclusively evidenced by the Property Trustee's or its agent's
taking such action;

            (x) whenever in the administration of this Declaration the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders which instructions may
only be given by the Holders of the same proportion in liquidation amount of the
Securities as would be entitled to direct the Property Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received and (iii) shall be protected in conclusively relying
on or acting in or accordance with such instructions;

            (xi) except as otherwise expressly provided by this Declaration, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Declaration;

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

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

            (xiv) If no Event of Default has occurred and is continuing and the
Property Trustee is required to decide between alternative causes of action,
construe ambiguous provisions in this Declaration or is unsure of the
application of any provision of this Declaration, and the matter is not one on
which the Holders are, under this Declaration, entitled to vote, then the
Property Trustee may take the action as is directed by, and, if not so directed,
may take action as it deems advisable and in the best interests of, the Holders
and will have no liability except for its own bad faith, negligence or willful
misconduct.

      (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

SECTION 3.11 DELAWARE TRUSTEE.

      Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees or the Property Trustee described in this Declaration,
or any other duties or responsibilities except as expressly stated in this
Section 3.11. Except as set forth in Section 5.2, the Delaware Trustee shall be
a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust

                                       21
<PAGE>

Act; provided that, the Delaware Trustee shall have the power and authority and
is hereby authorized to execute and file with the Secretary of State of the
State of Delaware any certificate required to be filed under the Statutory Trust
Act, except as provided in Section 8.1(b). In the event the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section
3.9(b)(ii)-(viii) and Section 3.10. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

SECTION 3.12 EXECUTION OF DOCUMENTS.

      Except as otherwise required by the Statutory Trust Act or this
Declaration, each Administrative Trustee, individually, is authorized to execute
on behalf of the Trust any documents that the Administrative Trustees have the
power and authority to execute pursuant to Section 3.6; provided that the
Registration Statement, including any amendments thereto, shall be signed by all
of the Administrative Trustees.

SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Debentures or the Securities.

SECTION 3.14 DURATION OF TRUST.

      The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall continue without dissolution until December 12, 2034.

SECTION 3.15 MERGERS.

      (a) The Trust may not merge with or into, consolidate, amalgamate or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) of this Declaration or Sections 3 and 4 of Annex I.

      (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate or
be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to, a trust organized as such under the
laws of any State; provided that:

            (i) such successor entity (the "Successor Entity") either:

                  (A) expressly assumes all of the obligations of the Trust
under the Securities; or

                                       22
<PAGE>

                  (B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor Securities") so
long as the Successor Securities rank the same as the Securities rank with
respect to Distributions and payments upon liquidation, redemption and
otherwise;

            (ii) the Sponsor expressly appoints a trustee of the Successor
Entity that possesses the same powers and duties as the Property Trustee as the
holder of the Debentures;

            (iii) the Preferred Securities or the Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with another organization on
which the Preferred Securities are then listed or quoted, if any;

            (iv) if the Preferred Securities (including any Successor
Securities) are rated by any nationally recognized statistical rating
organization prior to such transaction, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities), or if the Debentures
are so rated, the Debentures, to be downgraded by any nationally recognized
statistical rating organization;

            (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders (including the holders of any Successor
Securities) in any material respect (other than with respect to any dilution of
such Holders' interests in the new entity);

            (vi) such Successor Entity has a purpose substantially identical to
that of the Trust;

            (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an opinion
of an independent counsel to the Trust (who shall not be an employee of the
Sponsor or the Trust) experienced in such matters to the effect that:

                  (A) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including the holders of any
Successor Securities) in any material respect (other than with respect to any
dilution of the Holders' interest in the new entity);

                  (B) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
the Successor Entity will be required to register as an Investment Company; and

                  (C) the Trust will continue to be, or the Successor
Entity will be, classified as a grantor trust for United States federal and
Puerto Rico income tax purposes;

            (viii) the Sponsor or any permitted successor or assignee owns all
of the common securities of such Successor Entity and guarantees the obligations
of such Successor Entity under the Successor Securities at least to the extent
provided by the Preferred Securities Guarantee; and

                                       23
<PAGE>

            (ix) there shall have been furnished to the Property Trustee an
Officer's Certificate and an Opinion of Counsel, each to the effect that all
conditions precedent in this Declaration to such transaction have been
satisfied.

      (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to, any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the Successor Entity not
to be classified as a grantor trust for United States federal or Puerto Rico
income tax purposes.

SECTION 3.16 PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

      (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount Securities, such portion of the liquidation amount as
may be specified in the terms of such Securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding; and

      (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

                                       24
<PAGE>

                                   ARTICLE IV.
                                     SPONSOR

SECTION 4.01 SPONSOR'S PURCHASE OF COMMON SECURITIES.

      At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount equal to at least 3% of the
total capital of the Trust, at the same time as the Preferred Securities are
issued and sold.

SECTION 4.02 RESPONSIBILITIES OF THE SPONSOR.

      In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

      (a) to prepare the Prospectus in preliminary and final form, and to
prepare and file the Registration Statement and any other necessary documents
with the Commission, including any amendments thereto and to pay any
registration fees in connection therewith;

      (b) to determine the States in which to take appropriate action to qualify
or register for sale all or part of the Preferred Securities and to do any and
all such acts, other than actions which must be taken by the Trust, and advise
the Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such States;

      (c) if deemed necessary or advisable by the Sponsor, to prepare for filing
by the Trust an application to permit the Preferred Securities to trade or be
quoted or listed in or on the National Market System or any other securities
exchange or quotation system;

      (d) to prepare for filing by the Trust with the Commission a registration
statement on Form 8-A, including any amendments thereto, relating to the
registration of the Preferred Securities under Section 12(b) or (g) of the
Exchange Act; and

      (e) to negotiate the terms of the Underwriting Agreement providing for the
sale of the Preferred Securities.

SECTION 4.03 RIGHT TO PROCEED.

      The Sponsor acknowledges the rights of the Holders of Preferred Securities
under Section 3.8(e) of the Declaration and Section 5(b) of Annex I, in the
event that a failure of the Trust to pay Distributions on the Preferred
Securities is attributable to the failure of the Debenture Issuer to pay
interest or principal on the Debentures, to institute a proceeding directly
against the Debenture Issuer for enforcement of its payment obligations on the
Debentures and the Sponsor irrevocably waives any right or remedy to require
that any such Holder take any action against the Trust or any other Person
before proceeding against the Sponsor.

                                       25
<PAGE>

SECTION 4.04 RIGHT TO DISSOLVE TRUST

      The Sponsor will have the right to any time to dissolve the Trust and
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders in
liquidation of the Trust. Such right is subject to the Sponsor's having received
(i) an Opinion of Counsel to the effect that such distribution will not cause
the Holder of Preferred Securities to recognize gain or loss for United States
federal or Puerto Rico income tax purposes and (ii) all required regulatory
approvals.

                                   ARTICLE V.
                                    TRUSTEES

SECTION 5.01 NUMBER OF TRUSTEES: APPOINTMENT OF CO-TRUSTEE.

      The number of Trustees initially shall be five (5), and:

      (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

      (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2); provided further that (1) one Trustee shall
satisfy the requirements of the Delaware Trustee pursuant to Section 5.2; (2)
there shall be at least one Trustee who is an officer of the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust's property may at the time be
located, the Holders of a Majority in liquidation amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Declaration. In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

SECTION 5.02 DELAWARE TRUSTEE.

      If required by the Statutory Trust Act, one Trustee (the "Delaware
Trustee") shall be:

      (a) a natural person who is a resident of the State of Delaware; or

      (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
Section 3807(a) of the Statutory

                                       26
<PAGE>

Trust Act and any other applicable law, provided that, if the Property Trustee
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable law, then the Property Trustee shall also be the
Delaware Trustee, the Person theretofore serving as Delaware Trustee (if other
than the Property Trustee) automatically shall cease to be a Trustee, the
Property Trustee promptly shall provide to the Person theretofore serving as
Delaware Trustee written notice of the same (in relying on which the Person
theretofore serving as Delaware Trustee shall be fully justified and protected),
the number of Trustees automatically shall be reduced by one (1), the Property
Trustee promptly shall cause the certificate of trust of the Trust to be amended
as necessary, and Section 3.11 shall have no application.

SECTION 5.03 PROPERTY TRUSTEE; ELIGIBILITY.

      (a) There shall at all times be one Trustee (the "Property Trustee") which
shall act as Property Trustee which shall:

            (i) not be an Affiliate of the Sponsor; and

            (ii) be a corporation organized and doing business under the laws of
the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Commission to
act as an institutional trustee under the Trust Indenture Act, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this Section 5.3(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

      (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.7(c).

      (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

      (d) The Preferred Securities Guarantee and the Indenture shall be deemed
to be specifically described in this Declaration for purposes of clause

            (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

      (e) The initial Property Trustee shall be:

            Wilmington Trust Company
            Rodney Square North

                                       27
<PAGE>

            1100 North Market Street
            Wilmington, Delaware 19890
            Attention:  Corporate Trust Administration

SECTION 5.04 CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
             TRUSTEE GENERALLY.

      Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

SECTION 5.05 ADMINISTRATIVE TRUSTEES.

      The initial Administrative Trustees shall be:

            Victor J. Galan
            Joseph R. Sandoval

      (a) Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

      (b) An Administrative Trustee shall have the authority set forth in
Section 3.12 to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6; provided that the Registration Statement,
including any amendment thereto, shall be signed by all of the Administrative
Trustees.

      (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

SECTION 5.06 DELAWARE TRUSTEE.

      The initial Delaware Trustee shall be:

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Attention:  Corporate Trust Administration

SECTION 5.07 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

      (a) Subject to Section 5.7(b) of this Declaration and to Section 6(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:

                                       28
<PAGE>

            (i) until the issuance of any Securities, by written instrument
executed by the Sponsor;

            (ii) unless an Event of Default shall have occurred and be
continuing after the issuance of any Securities, by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; and

            (iii) if an Event of Default shall have occurred and be continuing
after the issuance of the Securities, with respect to the Property Trustee or
the Delaware Trustee, by vote of Holders of a Majority in liquidation amount of
the Preferred Securities voting as a class at a meeting of Holders of the
Preferred Securities.

      (b)   (i) The Trustee that acts as Property Trustee shall not be removed
            in accordance with Section 5.7(a) until a Successor Property Trustee
            has been appointed and has accepted such appointment by written
            instrument executed by such Successor Property Trustee and delivered
            to the Administrative Trustees and the Sponsor; and

            (ii) the Trustee that acts as Delaware Trustee shall not be removed
in accordance with this Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Administrative Trustees and the Sponsor.

      (c) A Trustee appointed to office shall hold office until its or his
successor shall have been appointed or until his death or its dissolution, or
until his or its removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

            (i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

                  (A) until a Successor Property Trustee has been appointed and
has accepted such appointment by instrument executed by such Successor Property
Trustee and delivered to the Trust, the Sponsor and the resigning Property
Trustee; or

                  (B) until the assets of the Trust have been completely
liquidated and the proceeds thereof distributed to the Holders; and

            (ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Delaware Trustee and delivered to the Trust, the Sponsor and the resigning
Delaware Trustee.

      (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred

                                       29
<PAGE>

Securities shall use their best efforts to promptly appoint a Successor Delaware
Trustee or Successor Property Trustee, as the case may be, if the Property
Trustee or the Delaware Trustee delivers an instrument of resignation in
accordance with this Section 5.7.

      (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.7
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may, at the expense of the Sponsor, petition any court of competent jurisdiction
for appointment of a Successor Property Trustee or Successor Delaware Trustee,
as applicable. Such court may thereupon, after prescribing such notice, if any,
as it may deem proper, and appoint a Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

      (f) No Property Trustee or Delaware Trustee shall be liable for the acts
or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

      (g) At the time of resignation or removal of the Property Trustee or the
Delaware Trustee, the Debenture Issuer shall pay to such Trustee any amounts
that may be owed to such Trustee pursuant to Section 10.4.

      (h) Any successor to an Administrative Trustee shall be an officer,
director, employee or Affiliate of the Sponsor.

SECTION 5.08 VACANCIES AMONG TRUSTEES.

      If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1 or Section 5.2, or if the number
of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.09 EFFECT OF VACANCIES.

      The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

SECTION 5.10 MEETINGS.

      If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees,
provided, however, that meetings of the Administrative Trustees shall

                                       30
<PAGE>

not be held in any jurisdiction which would subject the Trust to taxation under
the laws of such jurisdiction. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 24 hours before such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting and without notice by the unanimous
written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11 DELEGATION OF POWER.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

      (b) the Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 5.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee or the Delaware Trustee that is
not a natural person, as the case may be, may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

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<PAGE>

                                   ARTICLE VI.
                                  DISTRIBUTIONS

SECTION 6.01 DISTRIBUTIONS.

      Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. Distributions shall be made on the
Preferred Securities and the Common Securities in accordance with the
preferences set forth in their respective terms. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest and
Additional Sums, each as defined in the Indenture) or principal on the
Debentures held by the Property Trustee or any other payments with respect to
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders.

                                  ARTICLE VII.
                             ISSUANCE OF SECURITIES

SECTION 7.01 GENERAL PROVISIONS REGARDING SECURITIES.

      (a) The Administrative Trustees shall on behalf of the Trust issue one
class of capital securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the Trust
Securities.

      (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

      (c) Upon issuance of the Securities as provided in this Declaration, the
Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust.

      (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration and the terms of the Securities, the Preferred
Securities Guarantee, the Indenture and the Debentures.

SECTION 7.02 EXECUTION AND AUTHENTICATION.

      (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee by manual or facsimile signature. In case any
Administrative Trustee of the Trust who shall have signed any of the Securities
shall cease to be such Administrative Trustee before the Securities so signed
shall be delivered by the Trust, such Securities nevertheless may be delivered
as though the person who signed such Securities had not ceased to be such
Administrative Trustee; and any Securities may be signed on behalf of the Trust
by such persons who, at the actual date of execution of such Security, shall be
the Administrative Trustees of the

                                       32
<PAGE>

Trust, although at the date of the execution and delivery of the Declaration any
such person was not such an Administrative Trustee.

      (b) One Administrative Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by the
Administrative Trustees, such signature shall, in the case of Common Securities,
be a manual signature.

      A Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Declaration.

      Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Preferred Securities for original
issue. The aggregate number of Preferred Securities outstanding at any time
shall not exceed the number set forth in the terms in Annex I hereto except as
provided in Section 7.6.

      The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate.

SECTION 7.03 FORM AND DATING.

      The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Declaration.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by their execution thereof. The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange rule, agreements to which the Trust is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Trust). The Trust at the direction of the Sponsor shall furnish any such
legend to the Property Trustee in writing. Each Preferred Security shall be
dated the date of its authentication. The terms and provisions of the Securities
set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and
A-2 are part of the terms of this Declaration and to the extent applicable, the
Property Trustee and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound
thereby.

      (a) Global Securities. The Preferred Securities shall be issued in the
form of one or more permanent global Securities in definitive, fully registered
form without distribution coupons as set forth in Exhibit A-1 hereto (a "Global
Preferred Security"), which shall be deposited on behalf of the purchasers of
the Preferred Securities represented thereby with the Property Trustee, as
custodian for the Clearing Agency, and registered in the name of the Clearing
Agency or a nominee of the Clearing Agency, duly executed by the Trust and
authenticated by the Property Trustee as hereinafter provided. The number of
Preferred

                                       33
<PAGE>

Securities represented by a Global Preferred Security may from time to time be
increased or decreased by adjustments made on the records of the Property
Trustee and the Clearing Agency or its nominee as hereinafter provided.

      (b) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
Global Preferred Securities and such other Preferred Securities in global form
as may be authorized by the Trust to be deposited with or on behalf of the
Clearing Agency.

      The Trust shall execute and the Property Trustee shall, in accordance with
this Section 7.3, authenticate and make available for delivery initially one or
more Global Preferred Securities that (i) shall be registered in the name of
Cede & Co. or other nominee of such Clearing Agency and (ii) shall be delivered
by the Property Trustee to such Clearing Agency or pursuant to such Clearing
Agency's written instructions or held by the Property Trustee as custodian for
the Clearing Agency.

      Members of, or participants in, the Clearing Agency ("Participants") shall
have no rights under this Declaration with respect to any Global Preferred
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Preferred Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Preferred Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the rights
of a holder of a beneficial interest in any Global Preferred Security.

      (c) Definitive Preferred Securities. Except as provided in Section 7.9 or
9.2(d), owners of beneficial interests in a Global Preferred Security will not
be entitled to receive physical delivery of certificated Preferred Securities
("Definitive Preferred Securities").

      (d) Authorized Denominations. The Preferred Securities are issuable only
in denominations of $25.00 and any integral multiple thereof.

SECTION 7.04 REGISTRAR AND PAYING AGENT.

      The Trust shall maintain in Wilmington, Delaware, (i) an office or agency
where Preferred Securities may be presented for registration of transfer
("Registrar") and (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Preferred Securities and of their transfer. The Administrative Trustees on
behalf of the Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars and one or more additional paying agents in
such other locations as it shall determine. The term "Registrar" includes any
additional registrar and "Paying Agent" includes any additional paying agent.
The Administrative Trustees on behalf of the Trust may change any Paying Agent,
Registrar or co-registrar without prior notice to any Holder. The Paying Agent
or Registrar shall be permitted to resign as Paying Agent or Registrar, as the
case may be, upon 30 days' written notice to the Administrative Trustees. The

                                       34
<PAGE>

Administrative Trustees on behalf of the Trust shall notify the Property Trustee
of the name and address of any Agent not a party to this Declaration. If the
Administrative Trustees on behalf of the Trust fails to appoint or maintain
another entity as Registrar or Paying Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent or Registrar.
The Property Trustee shall act as Paying Agent and Registrar for the Common
Securities.

      The Trust initially appoints the Property Trustee as Registrar and Paying
Agent for the Preferred Securities.

SECTION 7.05 PAYING AGENT TO HOLD MONEY IN TRUST.

      The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions, and will notify the Property
Trustee if there are insufficient funds for such purpose. While any such
insufficiency continues, the Property Trustee may require a Paying Agent to pay
all money held by it to the Property Trustee. The Trust at any time may require
a Paying Agent to pay all money held by it to the Property Trustee and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the monies previously held by it. If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.06 REPLACEMENT SECURITIES.

      If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Preferred Securities to the Property Trustee, the
Trust shall issue and the Property Trustee shall, upon written order of the
Trust, authenticate a replacement Security if the Property Trustee's and the
Trust's requirements, as the case may be, are met. An indemnity bond must be
provided by the Holder which, in the judgment of the Property Trustee, is
sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating
agent from any loss which any of them may suffer if a Security is replaced. The
Trust may charge such Holder for its expenses in replacing a Security.

SECTION 7.07 OUTSTANDING PREFERRED SECURITIES.

      The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those canceled by
it, those delivered to it for cancellation and those described in this Section
as not outstanding.

      If a Preferred Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Preferred Security
is held by a protected purchaser.

      If Preferred Securities are considered paid in full in accordance with the
terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.

                                       35
<PAGE>

      Except as provided in Section 7.8, a Preferred Security does not cease to
be outstanding because one of the Trust, the Sponsor or an Affiliate of the
Sponsor holds the Security.

SECTION 7.08 PREFERRED SECURITIES IN TREASURY.

      In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Preferred Securities owned
by the Trust, the Sponsor or an Affiliate of the Sponsor, as the case may be,
shall be disregarded and deemed not to be outstanding, except that for the
purposes of determining whether the Property Trustee shall be fully protected in
relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Property Trustee actually knows are so owned shall be
so disregarded.

SECTION 7.09 DEFINITIVE SECURITIES.

      (a) A Global Preferred Security deposited with the Clearing Agency or with
the Property Trustee as custodian for the Clearing Agency pursuant to Section
7.3 shall be transferred to the beneficial owners thereof in the form of
Definitive Preferred Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Sponsor that it is unwilling or unable
to continue as Clearing Agency for such Global Preferred Security or if at any
time such Clearing Agency ceases to be a "clearing agency" registered under the
Exchange Act and a clearing agency is not appointed by the Sponsor within 90
days of such notice, (ii) a Default or an Event of Default has occurred and is
continuing or (iii) the Trust at its sole discretion elects to cause the
issuance of Definitive Preferred Securities.

      (b) Any Global Preferred Security that is transferable to the beneficial
owners thereof in the form of Definitive Preferred Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
located in Wilmington, Delaware, to be so transferred, in whole or from time to
time in part, without charge, and the Property Trustee shall authenticate and
make available for delivery, upon such transfer of each portion of such Global
Preferred Security, an equal aggregate liquidation amount of Preferred
Securities of authorized denominations in the form of certificated Preferred
Securities. Any portion of a Global Preferred Security so transferred pursuant
to this Section 7.9(b) shall be registered in such names as the Clearing Agency
shall direct.

      (c) Subject to the provisions of Section 7.9(b), the Holder of a Global
Preferred Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which such Holder is entitled to take under this Declaration
or the Securities.

      (d) In the event of the occurrence of any of the events specified in
Section 7.9(a), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Preferred Securities in fully registered form
without distribution coupons.

      (e) Payments on the Preferred Securities that are not held by the
Depositary will be made by check mailed to the address of the holder certified
thereto at the address which appears on the register.

                                       36
<PAGE>

SECTION 7.10 CANCELLATION.

      The Registrar at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Property Trustee any Preferred Securities surrendered to them for registration
of transfer, redemption, or payment. The Property Trustee shall promptly cancel
all Preferred Securities, surrendered for registration of transfer, redemption,
payment, replacement or cancellation and shall dispose of canceled Preferred
Securities in accordance with its customary procedures unless the Trust
otherwise directs. The Trust may not issue new Preferred Securities to replace
Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation.

SECTION 7.11 CUSIP NUMBERS.

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

                                  ARTICLE VIII.
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 8.01 DISSOLUTION AND TERMINATION OF TRUST.

      (a) The Trust shall automatically dissolve and be wound up in accordance
with applicable law:

            (i) upon the occurrence of an Event of Default with respect to the
Sponsor as described in Section 5.01(d) or (e) of the Indenture;

            (ii) upon the filing of a certificate of dissolution or liquidation
or its equivalent with respect to the Sponsor; or the revocation of the
Sponsor's charter and the expiration of 90 days after the date of revocation
without a reinstatement thereof;

            (iii) based upon an election by the Sponsor to dissolve the Trust,
following the distribution of the Debentures from the Trust to the Holders in
exchange for all of the Securities, provided, that the Property Trustee has
received written notice from the Sponsor directing the Property Trustee to
dissolve the Trust (which election is optional, and except as otherwise
expressly provided below, within the discretion of the Sponsor), and provided,
further, that such direction and such distribution is conditioned on (a) the
receipt by the Sponsor of any and all required regulatory approvals, and (b) the
Sponsor's receipt and delivery to the Administrative Trustees of an opinion of
independent tax counsel experienced in such matters (who shall not be an
employee of the Sponsor or the Trust) to the effect that the Holders of the
Preferred Securities will not recognize any gain or loss for United States
federal or Puerto Rico income tax purposes as a result of the dissolution of the
Trust and the distribution of Debentures;

                                       37
<PAGE>

            (iv) upon the entry of a decree of judicial dissolution of the
Sponsor or the Trust by a court of competent jurisdiction;

            (v) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to the
Holders in accordance with the terms of the Securities;

            (vi) upon redemption or repayment of the Debentures or at such time
as no Debentures are outstanding; or;

            (vii) the expiration of the term of the Trust provided in Section
3.14.

      (b) As soon as is practicable after the occurrence of an event referred to
in Section 8.1(a), but within 30 days of such event, notice of such dissolution
shall be given to the Holders and upon completion of the winding up of Trust,
the Administrative Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware and the Trust shall terminate.

      (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX.
                              TRANSFER OF INTERESTS

SECTION 9.01 TRANSFER OF SECURITIES.

      (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Declaration and in the terms of
the Securities. To the fullest extent permitted by applicable law, any transfer
or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

      (b) The Administrative Trustees shall provide for the registration of
Preferred Securities and of the transfer of Preferred Securities, which will be
effected without charge but only upon payment (with such indemnity as the
Administrative Trustees may require) in respect of any tax or other governmental
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Preferred Securities, the Administrative Trustees shall cause
one or more new Preferred Securities to be issued in the name of the designated
transferee or transferees. Every Preferred Security surrendered for registration
of transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Administrative Trustees and the Registrar or co-registrar,
duly executed by the Holder or such Holder's attorney duly authorized in
writing. Each Preferred Security surrendered for registration of transfer shall
be canceled by the Property Trustee. A transferee of a Preferred Security shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Preferred Security. By acceptance of a
Preferred Security, each transferee shall be bound by this Declaration.

      (c) The Holder of the Common Securities may not transfer the Common
Securities except (a) in connection with transactions permitted under Section
10.01 of the Indenture, or (b)

                                       38
<PAGE>

to the Sponsor or an Affiliate thereof in compliance with applicable law
(including the Securities Act and applicable state securities and blue sky
laws); provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of qualified independent counsel
experienced in such matters that such transfer would not cause more than an
insubstantial risk that:

            (i) the Trust would not be classified for United States federal or
Puerto Rico income tax purposes as a grantor trust and each Holder of Securities
would not be treated as owning an undivided beneficial interest in the
Debentures; and

            (ii) the Trustee would be an Investment Company or the transferee
would become an Investment Company.

      To the fullest extent permitted by law, any attempted transfer of the
Common Securities other than as set forth in the immediately preceding sentence
shall be void. For so long as the Trust Securities remain outstanding, the
Sponsor will covenant (i) to directly or indirectly maintain 100% direct or
indirect ownership of the Common Securities of the Trust; provided, however,
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor's ownership of such Common Securities, (ii) to use its reasonable
efforts to cause the Trust (a) to remain a statutory trust, except in connection
with the distribution of Debentures to the Holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities, or
certain mergers, consolidations or amalgamations, each as permitted by this
Declaration, and (b) to otherwise continue to be classified as a grantor trust
for United States federal or Puerto Rico income tax purposes and (iii) to use
its reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Debentures.

SECTION 9.02 TRANSFER PROCEDURES AND RESTRICTIONS.

      (a) Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar or co-registrar
(x) to register the transfer of such Definitive Preferred Securities; or (y) to
exchange such Definitive Preferred Securities which became mutilated, destroyed,
defaced, stolen or lost, for an equal number of Definitive Preferred Securities,
the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Preferred Securities surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the
Administrative Trustees and the Registrar or co-registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing;

      (b) Transfer and Exchange of Global Preferred Securities. The transfer and
exchange of Global Preferred Securities or beneficial interests therein shall be
effected through the Clearing Agency, in accordance with this Declaration
(including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Clearing Agency therefor.

      (c) Restrictions on Transfer and Exchange of Global Preferred Securities.
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in

                                       39
<PAGE>

this Section 9.2 and subsection (a) of Section 7.9), a Global Preferred Security
may not be transferred as a whole except by the Clearing Agency to a nominee of
the Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.

      (d) Authentication of Definitive Preferred Securities. If at any time:

            (i) the Clearing Agency notifies the Sponsor that it is unwilling or
unable to continue as Clearing Agency for such Global Preferred Security or if
at any time such Clearing Agency ceases to be a "clearing agency" registered
under the Exchange Act and a clearing agency is not appointed by the Sponsor
within 90 days of such notice;

            (ii) there occurs a Default or an Event of Default which is
continuing, or

            (iii) the Trust (by the Administrative Trustees), in its sole
discretion, notifies the Property Trustee in writing that it elects to cause the
issuance of Definitive Preferred Securities under this Declaration, then an
Administrative Trustee on behalf of the Trust will execute, and the Property
Trustee, upon receipt of a written order of the Trust signed by one
Administrative Trustee requesting the authentication and delivery of Definitive
Preferred Securities to the Persons designated by the Trust, will authenticate
and make available for delivery Definitive Preferred Securities, equal in number
to the number of Preferred Securities represented by the Global Preferred
Securities, in exchange for such Global Preferred Securities.

      (e) Cancellation or Adjustment of Global Preferred Security. At such time
as all beneficial interests in a Global Preferred Security have either been
exchanged for Definitive Preferred Securities to the extent permitted by this
Declaration or redeemed, repurchased or canceled in accordance with the terms of
this Declaration, such Global Preferred Security shall be canceled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Preferred Security is exchanged for Definitive Preferred
Securities, Preferred Securities represented by such Global Preferred Security
shall be reduced and an adjustment shall be made on the books and records of the
Clearing Agency and the Registrar, to reflect such reduction.

      (f) Obligations with Respect to Transfers of Preferred Securities.

            (i) To permit registrations of transfers, an Administrative Trustee
on behalf of the Trust shall execute and the Property Trustee shall authenticate
Definitive Preferred Securities and Global Preferred Securities at the
Registrar's or co-registrar's request in accordance with the terms of this
Declaration.

            (ii) Registrations of transfers will be effected without charge, but
only upon payment (with such indemnity as the Trust or the Sponsor may require)
in respect of any tax or other governmental charge that may be imposed in
relation to it.

            (iii) The Registrar or co-registrar shall not be required to
register the transfer of (a) Preferred Securities during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Preferred Securities for redemption and
ending at the close of business on the day of such mailing; or (b) any Preferred

                                       40
<PAGE>

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

            (iv) Prior to the due presentation for registration of transfer of
any Preferred Security, the Trust, the Property Trustee, the Paying Agent, the
Registrar or any co-registrar may deem and treat the Person in whose name a
Preferred Security is registered as the absolute owner of such Preferred
Security for the purpose of receiving Distributions on such Preferred Security
(subject to Section 2(c) of Annex I) and for all other purposes whatsoever, and
none of the Trust, the Property Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary.

            (v) All Preferred Securities issued upon any registration of
transfer pursuant to the terms of this Declaration shall evidence the same
security and shall be entitled to the same benefits under this Declaration as
the Preferred Securities surrendered upon such registration of transfer.

      (g) No Obligation of the Property Trustee.

            (i) The Property Trustee shall have no responsibility or obligation
to any beneficial owner of a Global Preferred Security, a Clearing Agency
Participant in the Clearing Agency or other Person with respect to the accuracy
of the records of the Clearing Agency or its nominee or of any Clearing Agency
Participant thereof, with respect to any ownership interest in the Preferred
Securities or with respect to the delivery to any Clearing Agency Participant,
beneficial owner or other Person (other than the Clearing Agency) of any notice
(including any notice of redemption) or the payment of any amount, under or with
respect to such Preferred Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Preferred
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Clearing Agency or its nominee in the case of a
Global Preferred Security). The rights of beneficial owners in any Global
Preferred Security shall be exercised only through the Clearing Agency subject
to the applicable rules and procedures of the Clearing Agency. The Property
Trustee may conclusively rely and shall be fully protected in relying upon
information furnished by the Clearing Agency or any agent thereof with respect
to its Clearing Agency Participants and any beneficial owners.

            (ii) The Property Trustee and the Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Declaration or under applicable law with respect
to any transfer of any interest in any Preferred Security (including any
transfers between or among Clearing Agency Participants or beneficial owners in
any Global Preferred Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Declaration,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

SECTION 9.03 DEEMED SECURITY HOLDERS.

      The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner of such
Security for purposes of receiving

                                       41
<PAGE>

Distributions and for all other purposes whatsoever (subject to the definition
of "Holder" contained herein) and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Security on the part of any
Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.04 BOOK ENTRY INTERESTS.

      Global Preferred Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Preferred Security Beneficial Owner will receive a definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Preferred Securities, except as provided in
Section 7.9 and Section 9.2. Unless and until definitive, fully registered
Preferred Securities certificates have been issued to the Preferred Security
Beneficial Owners pursuant to Section 7.9 or Section 9.2:

      (a) the provisions of this Section 9.4 shall be in full force and effect;

      (b) the Trust and the Trustees shall be entitled to deal with the Clearing
Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Preferred Securities and receiving approvals, votes
or consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

      (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

      (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and the
Clearing Agency shall receive and transmit payments of Distributions on the
Global Certificates to such Clearing Agency Participants. DTC will make book
entry transfers among the Clearing Agency Participants.

SECTION 9.05 NOTICES TO CLEARING AGENCY.

      Whenever a notice or other communication to the Preferred Security Holders
is required under this Declaration, unless and until definitive, fully
registered Preferred Securities certificates have been issued to the Preferred
Security Beneficial Owners pursuant to Section 7.9 or Section 9.2, the Trustees
shall give all such notices and communications specified herein to be given to
the Holders of Global Preferred Securities to the Clearing Agency, and shall
have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.06 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

      If any Clearing Agency ceases to continue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Preferred Securities.

                                       42
<PAGE>

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

SECTION 10.01 LIABILITY.

      (a) Except as expressly set forth in this Declaration, the Preferred
Securities Guarantee and the terms of the Securities, the Sponsor shall not be:

            (i) personally liable for the return of any portion of the capital
contributions (or any return thereon) of the Holders which shall be made solely
from assets of the Trust; and

            (ii) required to pay to the Trust or to any Holder any deficit upon
dissolution or termination of the Trust or otherwise.

      (b) The Debenture Issuer shall be liable for all of the debts and
obligations of the Trust (other than in respect of the payment of principal and
interest on the Securities) to the extent not satisfied out of the Trust's
assets.

      (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

SECTION 10.02 EXCULPATION.

      (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Trust or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

      (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and, if selected by such Indemnified Person, has been selected by
such Indemnified Person with reasonable care on behalf of the Trust, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders might
properly be paid.

SECTION 10.03 FIDUCIARY DUTY.

      (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions

                                       43
<PAGE>

of this Declaration, to the extent that they restrict the duties and liabilities
of an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

      (b) Unless otherwise expressly provided herein:

            (i) whenever a conflict of interest exists or arises between any
Covered Persons and Indemnified Persons; or

            (ii) whenever this Declaration or any other agreement contemplated
herein or therein provides that an Indemnified Person shall act in a manner that
is, or provides terms that are, fair and reasonable to the Trust or any Holder
of Securities, the Indemnified Person shall resolve such conflict of interest,
take such action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

      (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

            (i) in its "discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider such interests and factors as
it desires, including its own interests, and shall have no duty or obligation to
give any consideration to any interest of or factors affecting the Trust or any
other Person; or

            (ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration.

SECTION 10.04 INDEMNIFICATION.

      (a)(i) The Debenture Issuer shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Trust) by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys' fees and
expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner

                                       44
<PAGE>

which he reasonably believed to be in or not opposed to the best interests of
the Trust, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

            (ii) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys' fees and expenses) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Trust unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such Person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

            (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

            (iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Debenture
Issuer only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (1) by the Administrative
Trustees by a majority vote of a Quorum consisting of such Administrative
Trustees who were not parties to such action, suit or proceeding, (2) if such a
Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion, or (3) by the Common Security Holder of the Trust.

            (v) Expenses (including attorneys' fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a) shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (i) by the Administrative
Trustees by a majority vote of a Quorum of disinterested Administrative
Trustees, (ii) if such a Quorum is not obtainable, or, even if obtainable, if a
Quorum of disinterested Administrative Trustees so directs, by independent legal
counsel in a

                                       45
<PAGE>

written opinion or (iii) the Common Security Holder of the Trust, that, based
upon the facts known to the Administrative Trustees, counsel or the Common
Security Holder at the time such determination is made, such Company Indemnified
Person acted in bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the Trust, or, with respect to any
criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Administrative Trustees, independent
legal counsel or Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or Preferred Security
Holders.

            (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Debenture Issuer and each Company Indemnified
Person who serves in such capacity at any time while this Section 10.4(a) is in
effect. Any repeal or modification of this Section 10.4(a) shall not affect any
rights or obligations then existing.

            (vii) The Debenture Issuer or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Debenture
Issuer would have the power to indemnify him against such liability under the
provisions of this Section 10.4(a).

            (viii) For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.

            (ix) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Company
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.

      (b) To the fullest extent permitted by law, the Debenture Issuer agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee or the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee or the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any

                                       46
<PAGE>

and all loss, liability, damage, claim, action, suit, cost, penalty or expense
of any kind or nature whatsoever including taxes (other than taxes based on the
income of such Fiduciary Indemnified Person) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee, the dissolution of the
Trust and the satisfaction and discharge of this Declaration.

SECTION 10.05 OUTSIDE BUSINESSES.

      Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

SECTION 10.06 COMPENSATION; FEES.

      The Debenture Issuer agrees:

      (a) to pay to the Trustees from time to time such compensation for all
services rendered by them hereunder as the parties shall agree in writing from
time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); and

      (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Declaration (including the reasonable compensation and the expenses and
disbursements of their respective agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith.

      The provisions of this Section 10.6 shall survive the dissolution of the
Trust and the termination of this Declaration and the removal or resignation of
any Trustee.

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<PAGE>

      No Trustee may claim any lien or charge on any property of the Trust as a
result of any amount due pursuant to this Section 10.6.

                                   ARTICLE XI.
                                   ACCOUNTING

SECTION 11.01 FISCAL YEAR.

      The fiscal year ("Fiscal Year") of the Trust shall be the calendar year,
or such other year as is required by the Code.

SECTION 11.02 CERTAIN ACCOUNTING MATTERS.

      (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The books of account and the records of the Trust shall be
examined by and reported upon as of the end of each Fiscal Year of the Trust by
a firm of independent certified public accountants selected by the
Administrative Trustees.

      (b) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders, any required annual United States federal or
Puerto Rico income tax information statement containing such information with
regard to the Securities held by each Holder as is required. Notwithstanding any
right under any law to deliver any such statement at a later date, the
Administrative Trustees shall endeavor to deliver all such information
statements within 30 days after the end of each Fiscal Year of the Trust.

      (c) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, all United States federal and Puerto Rico
income tax returns, and any other annual income tax returns required to be filed
by the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

SECTION 11.03 BANKING.

      The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

SECTION 11.04 WITHHOLDING.

      The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, Puerto Rico, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations

                                       48
<PAGE>

and forms as shall reasonably be requested by the Trust to assist it in
determining the extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any authority with respect to Distributions or allocations to any
Holder, the amount withheld shall be deemed to be a Distribution in the amount
of the withholding to the Holder. In the event of any claimed over withholding,
Holders shall be limited to an action against the applicable jurisdiction. If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.

                                  ARTICLE XII.
                             AMENDMENTS AND MEETINGS

SECTION 12.01 AMENDMENTS.

      (a) Except as otherwise provided in this Declaration (including Section 7
of Annex I hereto) or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed
by:

            (i) the Administrative Trustees (or if there are more than two
Administrative Trustees a majority of the Administrative Trustees);

            (ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee, the Property Trustee; and

            (iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee.

      (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:

            (i) unless the Property Trustee shall have first received:

                  (A) an Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and conforms to, the terms of this
Declaration (including the terms of the Securities) and that the interests of
any Holder of Securities will not be materially affected by such amendment; and

                  (B) an Opinion of Counsel (who may be counsel to the Sponsor
or the Trust) that such amendment is permitted by, and conforms to, the terms of
this Declaration (including the terms of the Securities) and that all conditions
precedent, if any, in this Declaration to the execution and delivery of such
amendment have been satisfied, provided, however, that the Property Trustee
shall not be required to sign any such amendment which affects the rights,
powers, duties, obligations or immunities of the Property Trustee; and

            (ii) to the extent the result of such amendment would be to:

                                       49
<PAGE>

                  (A) cause the Trust to fail to continue to be classified for
purposes of United States federal or Puerto Rico income taxation as a grantor
trust;

                  (B) reduce or otherwise adversely affect the powers of the
Property Trustee in contravention of the Trust Indenture Act;

                  (C) cause the Trust to be deemed to be an Investment Company
required to be registered under the Investment Company Act; or

                  (D) cause a Tax Event.

      (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder may be effected only with such additional requirements
as may be set forth in the terms of such Securities;

      (d) Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders;

      (e) Article Four shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities;

      (f) The rights of the Holders of the Common Securities under Article Five
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

      (g) Notwithstanding Section 12.1(c), this Declaration may be amended by
the Sponsor, the Property Trustee and the Administrative Trustees without the
consent of the Holders to:

            (i) cure any ambiguity, correct or supplement any provision in this
Declaration that may be inconsistent with any other provision of this
Declaration or to make any other provisions with respect to matters or questions
arising under this Declaration which shall not be inconsistent with the other
provisions of the Declaration; and

            (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal or Puerto Rico income tax purposes as a
grantor trust at all times that any Securities are outstanding or to ensure that
the Trust will not be required to register as an Investment Company under the
Investment Company Act; provided, however, that in each case such action shall
not adversely affect the interests of the Holders, and any such amendments of
this Declaration shall become effective when notice thereof is given to the
Holders.

SECTION 12.02 MEETINGS OF THE HOLDERS; ACTION BY WRITTEN CONSENT.

      (a) Meetings of the Holders of any class of Securities may be called at
any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this

                                       50
<PAGE>

Declaration, the terms of the Securities or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading. The
Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in liquidation amount of such
class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in writing stating that the signing
Holders wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders calling a meeting shall
specify in writing the Securities held by the Holders exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

      (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:

            (i) notice of any such meeting shall be given to all the Holders
having a right to vote there at least seven days and not more than 60 days
before the date of such meeting. Whenever a vote, consent or approval of the
Holders is permitted or required under this Declaration or the rules of any
stock exchange on which the Preferred Securities are listed or admitted for
trading, such vote, consent or approval may be given at a meeting of the
Holders. Any action that may be taken at a meeting of the Holders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the Holders owning not less than the minimum
amount of Securities in liquidation amount that would be necessary to authorize
or take such action at a meeting at which all Holders having a right to vote
thereon were present and voting. Prompt notice of the taking of any action
without a meeting shall be given to Holders entitled to vote who have not
consented to such action in writing. The Administrative Trustees may specify
that any written ballot submitted to the Holder of Securities for the purpose of
taking any action without a meeting shall be returned to the Trust within the
time specified by the Administrative Trustees;

            (ii) each Holder may authorize any Person to act for it by proxy on
all matters in which a Holder is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting. No proxy shall
be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the Holder executing it. Except as otherwise provided herein, all matters
relating to the giving, voting or validity of proxies shall be governed by the
General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder, as if the Trust were a Delaware corporation
and the Holders were stockholders of a Delaware corporation;

            (iii) each meeting of the Holders shall be conducted by the
Administrative Trustees or by such other Person that the Administrative Trustees
may designate; and

            (iv) unless the Statutory Trust Act, this Declaration, the terms of
the Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading, otherwise
provides, the Administrative Trustees, in their sole discretion, shall establish
all other provisions relating to meetings of Holders, including notice of the
time, place or purpose of any meeting at which any matter is to be voted on by
any Holders, waiver of any such notice, action by consent without a meeting and
without prior notice, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other

                                       51
<PAGE>

matter with respect to the exercise of any such right to vote, provided,
however, the meetings of Holders shall not be held in any jurisdiction which
would subject the Trust to taxation under the laws of such jurisdiction.

                                  ARTICLE XIII.
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.01 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

      The Trustee that acts as initial Property Trustee represents and warrants
to the Trust, to the Holders of Securities and to the Sponsor at the date of
this Declaration, and each Successor Property Trustee represents and warrants to
the Trust, to the Holders of Securities, and to the Sponsor at the time of the
Successor Property Trustee's acceptance of its appointment as Property Trustee
that:

      (a) The Property Trustee is a Delaware banking corporation, a national
banking association or a bank or trust company duly organized, validly existing
and in good standing under the laws of any State of the United States or the
District of Columbia, in any case with trust powers and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration;

      (b) the Property Trustee satisfies the requirements set forth in Section
5.3(a);

      (c) The execution, delivery and performance by the Property Trustee of
this Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. This Declaration has been duly executed and
delivered by the Property Trustee and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

      (d) The execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee; and

      (e) No consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for the execution,
delivery or performance by the Property Trustee of this Declaration.

SECTION 13.02 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

      The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust, to the Holders of Securities and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee represents and warrants to
the Trust, to the Holders of Securities, and to the Sponsor at the time of the
Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
that:

                                       52
<PAGE>

      (a) The Delaware Trustee satisfies the requirements set forth in Section
5.2 and, if it is not a natural person, is duly organized, validly existing and
in good standing under the laws of the State of Delaware or the United States,
with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;

      (b) The execution, delivery and performance by the Delaware Trustee of
this Declaration has been duly authorized by all necessary corporate action on
the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

      (c) No consent, approval or authorization of, or registration with or
notice to, any federal banking authority is required for the execution, delivery
or performance by the Delaware Trustee of this Declaration; and

      (d) The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                  ARTICLE XIV.
                                  MISCELLANEOUS

SECTION 14.01 NOTICES.

      All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, overnight courier service or confirmed telecopy, as
follows:

      (a) if given to the Trust, in care of the Administrative Trustees at the
mailing address set forth below (or such other address as the Trust may give
notice of to the Property Trustee, the Delaware Trustee and the Holders):

            R&G Capital Trust VI
            c/o R&G Financial Corporation
            280 Jesus T. Pinero Avenue,
            San Juan, Puerto Rico  00918,
            Attention: Joseph R. Sandoval, Administrative Trustee
            Telecopy: (787) 766-7175

      (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Administrative Trustees and the Property Trustee):

            Wilmington Trust Company
            Rodney Square North

                                       53
<PAGE>

            1100 North Market Street
            Wilmington, Delaware 19890
            Attention: Corporate Trust Administration
            Telecopy: (302) 636-4140

      (c) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Administrative Trustees, the Delaware Trustee and the Holders):

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Attention: Corporate Trust Administration
            Telecopy: (302) 636-4140

      (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Property Trustee and the Trust):

            R&G Financial Corporation
            280 Jesus T. Pinero Avenue
            San Juan, Puerto Rico  00918
            Attention: Chief Financial Officer
            Telecopy: (787) 766-7175

      (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

      All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 14.02 GOVERNING LAW.

      This Declaration and the rights of the parties hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

SECTION 14.03 INTENTION OF THE PARTIES.

      It is the intention of the parties hereto that the Trust be classified for
United States federal and Puerto Rico income tax purposes as a grantor trust.
The provisions of this Declaration shall be interpreted to further this
intention of the parties.

                                       54
<PAGE>

SECTION 14.04 HEADINGS.

      Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.05 SUCCESSORS AND ASSIGNS

      Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.06 PARTIAL ENFORCEABILITY.

      If any provision of this Declaration, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.07 COUNTERPARTS.

      This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

                                       55
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                    R&G CAPITAL TRUST VI

                                    /s/ Victor J. Galan
                                    ----------------------------------------
                                    Victor J. Galan
                                    as Administrative Trustee

                                    /s/ Joseph R. Sandoval
                                    ----------------------------------------
                                    Joseph R. Sandoval
                                    as Administrative Trustee

                                    WILMINGTON TRUST COMPANY
                                    as Delaware Trustee

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

                                    WILMINGTON TRUST COMPANY
                                    as Property Trustee

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

                                    R&G FINANCIAL CORPORATION as Sponsor
                                     and Debenture Issuer

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

                                       56
<PAGE>

                                                                         ANNEX I

      Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust,
dated as of November 30, 2004 (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Securities are set out below (each capitalized term used
but not defined herein has the meaning set forth in the Declaration or, if not
defined in such Declaration, as defined in the Prospectus referred to below in
Section 2(c) of this Annex I):

      1. Designation and Number.

            (a) Preferred Securities. 5,000,000 6.62% Cumulative Trust Preferred
Securities of the Trust with an aggregate liquidation amount with respect to the
assets of the Trust of one hundred and twenty five million dollars
($125,000,000) and each with a liquidation amount with respect to the assets of
the Trust of per security are hereby designated for the purposes of
identification only as Preferred Securities. The certificates evidencing the
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any exchange or quotation system on or in which the Preferred Securities are
listed, traded or quoted.

            (b) Common Securities. 154,640 Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of three
million eight hundred and sixty six thousand dollars ($3,866,000), and a
liquidation amount with respect to the assets of the Trust of per security (if
the underwriters exercise their Option are hereby designated for the purposes of
identification only as Common Securities. The certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

      2. Distributions.

            (a) Distributions payable on each Security will be fixed at a rate
per annum of 6.62% (the "Coupon Rate") of the liquidation amount of per Security
(the "Liquidation Amount"), such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one monthly period will bear additional distributions thereon compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law). A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.

            (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for or, if no Distributions have been paid or duly provided for,
from November 30, 2004, and will be payable monthly in arrears on the twelfth
day of each month, commencing on January 12, 2005 (each, a "Distribution Date"),
except as otherwise described below. Distributions will be computed on the

                                       1
<PAGE>

basis of a 360- day year consisting of twelve 30-day months and for any period
less than a full calendar month, on the basis of the actual number of days
elapsed in such month based on 30-day months. As long as no Event of Default has
occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period at any time and from time to time for a
period not exceeding 60 consecutive months, including the first such month
during such period (each an "Extension Period"), during which Extension Period
no interest shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded monthly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such further deferment shall only
be permitted to the extent that such Extension Period, together with all
extensions occurring both before and after such deferment, does not exceed 60
consecutive months, including the first month during such Extension Period, or
extend beyond the Maturity Date of the Debentures. Payments of deferred
Distributions will be payable to Holders of record as they appear on the books
and records of the Trust on the record date for Distributions due at the end of
such Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

            (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust which will be the
close of business on the 15th day of the month proceeding the date on which the
relevant Distribution Date occurs. Payments in respect of Preferred Securities
will be made by check mailed or by wire to the Holder entitled thereto. The
relevant record dates for the Common Securities shall be the same as the record
dates for the Preferred Securities. Distributions payable on any Securities that
are not punctually paid on any Distribution Date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, will cease to be
payable to the Holder on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on the special record date or other specified date determined in
accordance with the Indenture. If any date on which Distributions are payable on
the Securities is not a Business Day, then payment of the Distribution payable
on such date will be made on the next succeeding Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
next succeeding Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day with the same
force and effect as if made on such date.

            (d) In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders.

                                       2
<PAGE>

      3. Liquidation Distribution Upon Dissolution.

      In the event of any voluntary or involuntary dissolution or termination of
the Trust or the Sponsor otherwise gives notice of its election to dissolve the
Trust pursuant to Section 8.1(a)(iii) of the Declaration, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
Holders a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by the Property Trustee not to be practicable, in
which event such Holders will be entitled to receive Pro Rata out of the assets
of the Trust legally available for distribution to Holders, after satisfaction
of liabilities to creditors of the Trust as provided by applicable law, an
amount equal to the aggregate of the liquidation amount of per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

      "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to that portion of principal amount
of Debentures to be contemporaneously redeemed in accordance with their terms
allocated to the Common Securities and the Preferred Securities based upon the
relative Liquidation Amounts of such classes and the proceeds of which will be
used to pay the redemption price of such Securities and (ii) with respect to a
distribution of Debentures upon the dissolution or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Securities of the Holder to whom such Debentures are distributed.

      If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets on hand legally available
to pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

      4. Redemption and Distribution.

            (a) Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture Issuer
or pursuant to a Special Event, as described below), the proceeds from such
repayment shall be simultaneously applied by the Property Trustee (subject to
the Property Trustee having received written notice not less than 35 days nor
more than 60 days prior to such repayment) to redeem a Like Amount of the
Securities at the Redemption Price or the Special Event Redemption Price (each
as defined herein), as applicable.

            (b) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Securities to be redeemed will
be determined as described in Section 4(f)(ii) below.

      The Debenture Issuer shall have the right (subject to the conditions in
the Indenture) to elect to redeem the Debentures in whole or in part, from time
to time, on or after December 12, 2009, upon not less than 35 days and not more
than 60 days written notice, at the Redemption Price and, simultaneous with such
redemption, to cause a Like Amount of the Securities to be redeemed by the Trust
at the Redemption Price on a Pro Rata basis or such other method as the

                                       3
<PAGE>

Property Trustee shall deem appropriate, subject to the receipt of prior
approval of any applicable regulatory agency if it is then required under
applicable regulatory requirements. The "Redemption Price" as of any given date
identified in the table below, means the price which is expressed as a
percentage of the principal amount of the Securities:

<TABLE>
<CAPTION>
     YEAR BEGINNING                               PERCENTAGE
     --------------                               ----------
<S>                                               <C>
On or after December 12, 2009                        105%

On or after December 12, 2010                        104%

On or after December 12, 2011                        103%

On or after December 12, 2012                        102%

On or after December 12, 2013                        101%

On or after December 12, 2014                        100%
</TABLE>

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

            (c) If at any time an Investment Company Event, a Tax Event or a
Regulatory Capital Event (each as defined below, and each a "Special Event")
occurs and shall be continuing, the Debentures Issuer shall have the right
(subject to the conditions set forth in the Indenture) upon not less than 35 nor
more than 60 days written notice, to redeem the Debentures in whole, but not in
part, for cash within 180 days following the occurrence of such Special Event
(the "180-Day Period") at a redemption price equal to 100% of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the date
of such redemption (the "Special Event Redemption Price"), provided that if at
the time there is available to the Debenture Issuer the opportunity to
eliminate, within the 180-Day Period, a Tax Event by taking some ministerial
action (a "Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Debenture Issuer, the Trust or the holders of the Securities, the Debenture
Issuer shall pursue such Ministerial Action in lieu of redemption, and, provided
further, that the Debenture Issuer shall have no right to redeem the Debentures
while it is pursuing any Ministerial Action pursuant to its obligations under
the Indenture, and, provided further, that, if it is determined that the taking
of a Ministerial Action would not eliminate the Tax Event within the 180-Day
Period, the Debenture Issuer's right to redeem the Debentures shall be restored
and it shall have no further obligations to pursue the Ministerial Action.
Simultaneous with any such redemption, the Debenture Issuer shall cause a Like
Amount of the Securities to be redeemed by the Trust at the Redemption Price on
a Pro Rata basis or such other method as the Property Trustee shall deem
appropriate, in each case subject to the receipt of prior approval of any
applicable regulatory agency if it is then required under applicable regulatory
requirements.

      "Investment Company Event" means the receipt by the Sponsor of an Opinion
of Counsel, rendered by a law firm experienced in such matters, to the effect
that, as a result of change in law or regulation or a change in interpretation
or application of law or regulation by

                                       4
<PAGE>

any legislative body, court, governmental agency or regulatory authority, the
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended, which change
becomes effective on or after the date of original issuance of the Preferred
Securities of R&G Capital Trust VI

      A "Regulatory Capital Event" shall occur at any time that the Sponsor
shall have received an opinion of independent bank regulatory counsel (who shall
not be an employee of the Sponsor or the Trust) experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any rules, guidelines or policies of applicable regulatory
agencies or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
Declaration, the Preferred Securities do not constitute, or within 90 days of
the date thereof, will not constitute, Tier 1 Capital (or its then equivalent)
applied as if the Sponsor (or its successor) were a bank holding company for
purposes of the capital adequacy guidelines of the Board of Governors of the
Federal Reserve ("Federal Reserve"), or any successor regulatory authority with
jurisdiction over bank holding companies, or any capital adequacy guidelines as
then in effect and applicable to the Sponsor; provided, however, that the
distribution of the Debentures in connection with a termination of the Trust by
the Sponsor shall not in and of itself constitute a Regulatory Capital Event;
provided further, that for the avoidance of doubt, the adoption by the Federal
Reserve as a final rule of any of the proposals set forth in its notice of
proposed rule making dated May 6, 2004, shall not constitute a Regulatory
Capital Event.

      "Tax Event" shall occur upon receipt by the Sponsor and the Trust of an
Opinion of Counsel from counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of, the United States, any
political subdivision thereof or Puerto Rico, or taxing authority of the United
States or Puerto Rico, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of the Declaration, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date of such opinion, subject to United States federal or Puerto Rico income
tax with respect to income received or accrued on the Debentures, (ii) interest
payable by the Debenture Issuer on the Debentures is not, or within 90 days of
the date of such opinion, will not be, deductible by the Debenture Issuer, in
whole or in part, for Puerto Rico tax purposes or United States federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

            (d) On and from the date fixed by the Administrative Trustees for
any distribution of Debentures and liquidation of the Trust: (i) the Securities
will no longer be deemed to be outstanding and (ii) certificates representing
Securities will be deemed to represent beneficial interests in a Like Amount of
Debentures until such certificates are presented to the Debenture Issuer or its
agent for transfer or reissue.

                                       5
<PAGE>

            (e) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

            (f) The procedure with respect to redemptions or distributions of
Securities shall be as follows:

                  (i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
will be given by the Trust by mail to each Holder to be redeemed or exchanged
not fewer than 35 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to be given on
the day such notice is first mailed by first-class mail, postage prepaid, to
Holders. Each Redemption/Distribution Notice shall be addressed to the Holders
at the address of each such Holder appearing in the books and records of the
Trust. No defect in the Redemption/Distribution Notice or in the mailing of
either thereof with respect to any Holder shall affect the validity of the
redemption or exchange proceedings with respect to any other Holder.

                  (ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected on a Pro Rata basis (based upon Liquidation Amounts), or such other
method as the Property Trustee shall deem appropriate, not more than 60 days
prior to the date fixed for redemption from the outstanding Preferred Securities
not previously called for redemption, provided, however, that with respect to
Holders that would be required to hold less than 100 but more than zero
Securities as a result of such pro rata redemption, the Trust shall redeem
Securities of each such Holder so that after such redemption such Holder shall
hold either 100 Securities or such Holder no longer holds any Securities and
shall use such method (including, without limitation, by lot) as the Property
Trustee shall deem fair and appropriate, provided, further, that any such
proration may be made on the basis of the aggregate Liquidation Amount of
Securities held by each Holder thereof and may be made by making such
adjustments as the Property Trustee deems fair and appropriate in order that
only Securities in denominations of or integral multiples thereof shall be
redeemed.

                  (iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice (which notice will be irrevocable), then provided
that the Debenture Issuer has paid the Property Trustee a sufficient amount of
cash in connection with the related redemption or maturity of the Debentures,
the Property Trustee will pay the Redemption Price to the Holders by check
mailed to the address of the relevant Holder appearing on the books and records
of the Trust on the redemption date, provided, that any such payment shall
become due only upon surrender by the Holder of the related certificated
Preferred Securities. If a Redemption/Distribution Notice shall have been given
and funds deposited as required, if applicable, then immediately prior to the
close of business on the date of such deposit, or on the redemption date, as
applicable, Distributions will cease to accumulate on the Securities so called
for redemption and all rights of Holders so called for redemption will cease,
except the right of the Holders of such Securities to receive the Redemption
Price or Special

                                       6
<PAGE>

Event Redemption Price, as applicable, but without interest on such Redemption
Price or Special Event Redemption Price, as applicable, and such Securities
shall cease to be outstanding.

                  (iv) Payment of accumulated and unpaid Distributions on the
redemption date of the Securities will be subject to the rights of Holders on
the close of business on a regular record date in respect of a Distribution Date
occurring on or prior to such redemption date. Neither the Administrative
Trustees nor the Trust shall be required to register or cause to be registered
the transfer of (i) any Securities beginning on the opening of business 15 days
before the day of mailing of a notice of redemption and ending at the close of
business on the day of such mailing or (ii) any Securities selected for
redemption except the unredeemed portion of any Security being redeemed. If any
date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such next succeeding Business Day falls in
the next calendar year, such payment shall be made on the immediately preceding
Business Day, with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of any Securities is
improperly withheld or refused and not paid by the Sponsor as guarantor pursuant
to the Preferred Securities Guarantee, Distributions on such Securities will
continue to accumulate from the original redemption date to the actual date of
payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.

                  (v) Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of the Preferred
Securities, to the Holder thereof, and (B) in respect of the Common Securities,
to the Holder thereof.

                  (vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws and banking laws),
provided the acquiror is not the Holder of the Common Securities or the obligor
under the Indenture, the Sponsor or any of its subsidiaries may at any time and
from time to time purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.

      5. Voting Rights - Preferred Securities.

            (a) Except as provided under Sections 5(b), 6(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.

            (b) So long as any Debentures are held by the Property Trustee,
subject to the requirement of the Property Trustee obtaining a tax opinion in
certain circumstances set forth in the last sentence of this paragraph, the
Holders of a majority in Liquidation Amount of the Preferred Securities have the
right to (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or direct the exercise of any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures,

                                       7
<PAGE>

where such consent shall be required, however, where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Preferred Securities except by subsequent vote of such Holders. Subject
to Section 2.7 of the Declaration, the Property Trustee shall notify each Holder
of Preferred Securities of any notice of default with respect to the Debentures.
In addition to obtaining the foregoing approvals of such Holders of the
Preferred Securities, prior to taking any of the foregoing actions, except with
respect to directing the time, method and place of conducting a proceeding for a
remedy, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States federal or Puerto Rico income tax
purposes on account of such action.

      If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on a Like Amount of Debentures (a
"Direct Action") on or after the respective due date specified in the
Debentures, and the amount of the payment will be based on the Holder's pro rata
share of the amount due and owing on all Preferred Securities. In connection
with such Direct Action, the Common Securities Holder will be subrogated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Preferred Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

      Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent and without prior notice. The Administrative
Trustees will cause a notice of any meeting at which Holders of Preferred
Securities are entitled to vote, to be mailed to each Holder of record of
Preferred Securities. Each such notice will include a statement setting forth
(i) the date of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii)
instructions for the delivery of proxies.

      No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

      Notwithstanding that Holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

      6. Voting Rights - Common Securities.

                                       8
<PAGE>

            (a) Except as provided under Sections 6(b), 6(c), and 7 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

            (b) Unless an Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the holder of the Common
Securities. If an Event of Default has occurred and is continuing, the Property
Trustee and the Delaware Trustee may be removed at such time by the holders of a
Majority in liquidation amount of the outstanding Preferred Securities. In no
event will the holders of the Preferred Securities have the right to vote to
appoint, remove or replace, or increase or decrease the number of, the
Administrative Trustees, which voting rights are vested exclusively in the
Holder of the Common Securities. No resignation or removal of a Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Declaration.

            (c) So long as any Debentures are held by the Property Trustee,
subject to Section 2.6 of the Declaration and only after any Event of Default
with respect to the Preferred Securities has been cured, waived or otherwise
eliminated, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect to
the Debentures, (ii) waive any past default that is waivable under Section 5.07
of the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Common Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. Subject to
Section 2.7 of the Declaration, the Property Trustee shall notify each Holder of
Common Securities of any notice of default with respect to the Debentures. In
addition to obtaining the foregoing approvals of such Holders of the Common
Securities, prior to taking any of the foregoing actions, the Trustees shall
obtain an opinion of counsel experienced in such matters to the effect that the
Trust will not be classified as an association taxable as a corporation for
United States federal or Puerto Rico income tax purposes on account of such
action.

      If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or interest on the Debentures on the due date (or in the
case of redemption, on the redemption date), then a Holder of Common Securities
may institute a Direct Action for enforcement of payment to such Holder of the
principal of or interest on a Like Amount of Debentures on or after the
respective due date specified in the Debentures. In connection with Direct
Action, the rights of the Common Securities Holder will be subordinated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Common Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of

                                       9
<PAGE>

Common Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures.

      Any approval or direction of Holders of Common Securities may be given at
a separate meeting of Holders of Common Securities convened for such purpose, at
a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent without prior notice. The Administrative Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to vote
to be mailed to each Holder of record of Common Securities. Each such notice
will include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

      No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

      7. Amendments to Declaration and Indenture. In addition to the
requirements set out in Section 12.1 of the Declaration, the Declaration may be
amended from time to time by the Sponsor, the Property Trustee and the
Administrative Trustees, without the consent of the Holders (i) to cure any
ambiguity, correct or supplement any provisions in the Declaration that may be
inconsistent with any other provisions, or to make any other provisions with
respect to matters or questions arising under the Declaration which shall not be
inconsistent with the other provisions of the Declaration or (ii) to modify,
eliminate or add to any provisions of the Declaration to such extent as shall be
necessary to ensure that the Trust will be classified for United States federal
or Puerto Rico income tax purposes as a grantor trust at all times that any
Securities are outstanding or to ensure that the Trust will not be required to
register as an "Investment Company" under the Investment Company Act provided,
however, that in each case such action shall not adversely affect the interests
of any Holder. Any amendments of the Declaration pursuant to the immediately
preceding sentence shall become effective when notice thereof is given to the
Holders. Under the circumstances referred to in Section 12.1(c) of the
Declaration, the Declaration also may be amended by the Trustees and the Sponsor
with (i) the consent of Holders representing a Majority in liquidation amount of
all outstanding Securities, and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for United States federal or Puerto Rico income tax
purposes or the Trust's exemption from status as an Investment Company under the
Investment Company Act, provided that, without the consent of each Holder of
Trust Securities, the Declaration may not be amended to (i) change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely affect
the amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Holder of
Trust Securities to institute suit for the enforcement of any such payment on or
after such date.

      8. Pro Rata. A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available

                                       10
<PAGE>

to make such payment shall be paid first to each Holder of the Preferred
Securities pro rata according to the aggregate liquidation amount of Preferred
Securities held by the relevant Holder relative to the aggregate liquidation
amount of all Preferred Securities outstanding, and only after satisfaction of
all amounts owed to the Holders of the Preferred Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding. In any such proration,
the Property Trustee on behalf of the Trust may make such adjustments as may be
appropriate in order that only securities in authorized denominations shall be
redeemed.

      9. Ranking. The Preferred Securities rank pari passu with the Common
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Declaration occurs and
is continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the Holders of the Preferred Securities shall be paid in
full the Distributions, Redemption Price, Liquidation Distribution and other
payments to which they are entitled at such time.

      10. Acceptance of Preferred Securities Guarantee and Indenture. Each
Holder of Preferred Securities and Common Securities, by the acceptance thereof,
agrees to the provisions of the Preferred Securities Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.

      11. No Preemptive Rights. The Holders shall have no preemptive or similar
rights to subscribe for any additional securities in the Trust. The issuance of
the Securities is not subject to any preemptive or similar rights.

      12. Miscellaneous. These terms constitute a part of the Declaration.

      The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee, and the Indenture (including any supplemental indenture)
to a Holder without charge upon written request to the Sponsor at its principal
place of business.

                                       11
<PAGE>

                                                                     EXHIBIT A-1

          FORM OF 6.62% CUMULATIVE TRUST PREFERRED SECURITY CERTIFICATE

CERTIFICATE NO. 1                                NUMBER OF
                                                 PREFERRED SECURITIES: 5,000,000

       CERTIFICATE EVIDENCING 6.62% CUMULATIVE TRUST PREFERRED SECURITIES

                                       OF

                              R&G CAPITAL TRUST VI

      6.62% Cumulative Trust Preferred Securities (liquidation amount $25.00 per
Preferred Security)

      R&G Capital Trust VI, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that the Puerto Rico
Conservation Trust Fund (the "Holder") is the registered owner of 5,000,000
Preferred Securities (as defined below) ($125,000,000 in aggregate liquidation
amount of Preferred Securities) of the Trust representing undivided beneficial
interests in the assets of the Trust designated the 6.62% Cumulative Trust
Preferred Securities (liquidation amount $25.00 per Preferred Security) (the
"Preferred Securities"). Subject to the Declaration (as defined below), the
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of November 30, 2004, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
but not defined herein shall have the meaning given them in the Declaration. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

      Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

      By acceptance, the Holder agrees to treat, for United States federal and
Puerto Rico income tax purposes, the Debentures as indebtedness and the
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflict of laws.

<PAGE>

      IN WITNESS WHEREOF, the Trust has duly executed this certificate this 30th
day of November 2004.

                                             R&G CAPITAL TRUST VI

                                             By: ______________________________
                                                 Joseph R. Sandoval
                                                 Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                             WILMINGTON TRUST COMPANY
                                             as Property Trustee

Dated:

      By: __________________________________ Authorized Signatory

<PAGE>

      Distributions payable on each Preferred Security will be fixed at a rate
per annum of 6.62% (the "Coupon Rate") of the liquidation amount of per
Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one month will bear interest thereon compounded monthly at the Coupon Rate
(to the extent permitted by applicable law). A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds on hand
legally available therefor.

      Distributions on the Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or
duly provided for, if no Distributions have been paid or duly provided for, from
November 30, 2004 and will be payable monthly in arrears, on the twelfth day of
each month, commencing on January 12, 2005, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full calendar month, on the
basis of the number of days elapsed in such month based on 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 60 consecutive calendar
months, including the first such month during such extension period (each an
"Extension Period"), provided that no Extension Period shall end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. As a consequence of such deferral, Distributions also
will be deferred. Despite such deferral, quarterly Distributions will continue
to accumulate with interest thereon (to the extent permitted by applicable law)
at the Coupon Rate compounded monthly during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
defer payments of interest by further extending such Extension Period; provided
that such further deferment shall only be permitted to the extent that such
Extension Period, together with all extensions occurring both before and after
such deferment, does not exceed 60 consecutive months, including the first month
during such Extension Period, end on a date other than an Interest Payment Date
for the Debentures or extend beyond the Maturity Date of the Debentures.
Payments of accumulated Distributions will be payable to Holders as they appear
on the books and records of the Trust on the first record date after the end of
the Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

      Subject to the receipt of any required regulatory approval and to certain
other conditions set forth in the Declaration and the Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust and
cause the Debentures to be distributed to the holders of the Securities in
liquidation of the Trust or, simultaneous with any redemption of the Debentures,
cause a Like Amount of the Securities to be redeemed by the Trust.

      The Preferred Securities shall be redeemable as provided in the
Declaration.

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

                                    ___________________________________________
                                    ___________________________________________
                                    (Insert assignee's social security or tax
                                    identification number)

                                    ___________________________________________
                                    ___________________________________________
                                    ___________________________________________
                                    (Insert address and zip code of assignee)

                                    and irrevocably appoints

                                    ___________________________________________
                                    ___________________________________________

      ___________________________________________________________ as agent to
transfer this Preferred Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date: _______________________

                                    Signature:

                                    ___________________________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Preferred Security
                                    Certificate)

Signature Guarantee*: ______________________________

* Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<PAGE>

                                                                     EXHIBIT A-2

      THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS COMMON SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

      THE HOLDER OF THIS COMMON SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS COMMON SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH R&G FINANCIAL
CORPORATION (THE "COMPANY") OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) SO LONG AS THIS COMMON SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THIS COMMON SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) PURSUANT TO CLAUSE (D), TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS COMMON SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE TRUST. SUCH HOLDER FURTHER
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS COMMON SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

<PAGE>

      THIS COMMON SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN Section
9.1(c) OF THE AMENDED AND RESTATED DECLARATION OF TRUST OF R&G CAPITAL TRUST VI,
DATED AS OF NOVEMBER 30, 2004, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

      Certificate No. 1

                    Certificate Evidencing Common Securities

                                       of

                              R&G Capital Trust VI

      6.62% Common Securities (liquidation amount $25.00 per Common Security)

      R&G Capital Trust VI, a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that R&G Financial Corporation (the
"Holder") is the registered owner of 154,640 common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6.62% Common Securities (liquidation amount per Common Security)
(the "Common Securities"). Subject to the limitations in Section 9.1(c) of the
Declaration (as defined below), the Common Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of November 30, 2004, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee (as may be appropriate) and the Indenture
(including any supplemental indenture) to a Holder without charge upon written
request to the Sponsor at its principal place of business.

<PAGE>

      Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

      By acceptance, the Holder agrees to treat, for United States federal and
Puerto Rico income tax purposes, the Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Debentures.

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflicts of
laws.

      IN WITNESS WHEREOF, the Trust has executed this certificate this 30th day
of November 2004.

                              R&G CAPITAL TRUST VI

                              By: ___________________________________
                                  Joseph R. Sandoval
                                  Administrative Trustee

      Distributions payable on each Common Security will be fixed at a rate per
annum of 6.62% (the "Coupon Rate") of the liquidation amount of per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one month
will bear interest thereon compounded monthly at the Coupon Rate (to the extent
permitted by applicable law). A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor.

      Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or duly provided
for or, if no Distributions have been paid or duly provided for, from November
30, 2004 and will be payable monthly in arrears, on the twelfth day of each
month, commencing on January 12, 2005, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period less than a full month, the number of
days elapsed in such month based on 30-day months. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 60 consecutive calendar months, including the first such
month during such extension period (each an "Extension Period"), provided that
no Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral,

<PAGE>

Distributions also will be deferred. Despite such deferral, Distributions will
continue to accumulate with interest thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded monthly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such further deferment shall only be permitted
to the extent that such Extension Period, together with all extensions occurring
both before and after such deferment, does not exceed 60 consecutive months,
including the first month during such Extension Period, or end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

      Subject to the receipt of any required regulatory approval and to certain
other conditions set forth in the Declaration and the Indenture, the Property
Trustee may, at the direction of the Sponsor, at any time dissolve the Trust and
cause the Debentures to be distributed to the holders to the Securities in
liquidation of the Trust or, simultaneous with any redemption of the Debentures,
cause a Like Amount of the Securities to be redeemed by the Trust.

      Under certain circumstances, the right of the holders of the Common
Securities shall be subordinate to the rights of the holders of the Preferred
Securities (as defined in the Declaration), as provided in the Declaration.

      The Common Securities shall be redeemable as provided in the Declaration.

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________

      (Insert assignee's social security or tax identification number)

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________

                  (Insert address and zip code of assignee)

      and irrevocably appoints

      ________________________________________________________________
      ________________________________________________________________
      ________________________________________________________________ as agent
to transfer this Common Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

      Date: _______________________

      Signature: ___________________________________________________

      (Sign exactly as your name appears on the other side of this Common
Security Certificate)

<PAGE>

                                                                       EXHIBIT B

                              SPECIMEN OF DEBENTURE

<PAGE>

                                                                       EXHIBIT C

                                AGENCY AGREEMENT