<PAGE>

                                                                     EXHIBIT 4.1

                    AMENDED AND RESTATED DECLARATION OF TRUST
                               AND TRUST AGREEMENT

                                      AMONG

                                 POPULAR, INC.,
                                  AS DEPOSITOR

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                               AS PROPERTY TRUSTEE

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                               AS DELAWARE TRUSTEE

                 AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                          DATED AS OF NOVEMBER 30, 2004

                            POPULAR CAPITAL TRUST II

<PAGE>

                            POPULAR CAPITAL TRUST II

              CERTAIN SECTIONS OF THIS TRUST AGREEMENT RELATING TO
                        SECTIONS 3.10 THROUGH 3.18 OF THE
                          TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                           TRUST AGREEMENT
ACT SECTION                                                                                   SECTION
--------------                                                                            ---------------
<S>                                                                                       <C>
(ss.) 310(a)(1)..........................................................................       8.7
          (a)(2).........................................................................       8.7
          (a)(3).........................................................................       8.7
          (a)(4).........................................................................       2.7(a)(ii)
          (b)............................................................................       8.8
(ss.) 311(a).............................................................................       8.13
          (b)............................................................................       8.13
(ss.) 312(a).............................................................................       5.7
          (b)............................................................................       5.7
(ss.) 313(a).............................................................................       5.7
          (b)............................................................................       8.15(a)
          (a)(4).........................................................................       8.15(b)
          (b)............................................................................       8.15(b)
          (c)............................................................................       10.8
          (d)............................................................................       8.15(c)
(ss.) 314(a).............................................................................       8.16
          (b)............................................................................       Not Applicable
          (c)(1).........................................................................       8.17
          (c)(2).........................................................................       8.17
          (c)(3).........................................................................       Not Applicable
          (d)............................................................................       Not Applicable
          (e)............................................................................       1.1, 8.17
(ss.) 315(a).............................................................................       8.1(a), 8.3(a)
          (b)............................................................................       8.2, 10.8
          (c)............................................................................       8.1(a)
          (d)............................................................................       8.1, 8.3
          (e)............................................................................       Not Applicable
(ss.) 316(a).............................................................................       Not Applicable
          (a)(1)(A)......................................................................       Not Applicable
          (a)(1)(B)......................................................................       Not Applicable
          (a)(2).........................................................................       Not Applicable
          (b)............................................................................       5.14
          (c)............................................................................       6.7
(ss.) 317(a)(2)..........................................................................       Not Applicable
          (a)(2).........................................................................       Not Applicable
          (b)............................................................................       5.9
(ss.) 318(a).............................................................................       10.10
</TABLE>


                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>                        <C>                                                                         <C>
ARTICLE I - DEFINED TERMS...............................................................................         1
         Section 1.1.               Definitions.........................................................         1

ARTICLE II - CONTINUATION OF THE ISSUER TRUST...........................................................         9
         Section 2.1.               Name................................................................         9
         Section 2.2.               Office of the Delaware Trustee; Principal Place of Business.........         9
         Section 2.3.               Initial Contribution of Trust Property; Organizational Expenses.....         9
         Section 2.4.               Issuance of the Capital Securities..................................         9
         Section 2.5.               Issuance of the Common Securities; Subscription and
                                     Purchase of Debentures.............................................        10
         Section 2.6.               Declaration of Trust................................................        10
         Section 2.7.               Authorization to Enter into Certain Transactions....................        10
         Section 2.8.               Assets of Trust.....................................................        14
         Section 2.9.               Title to Trust Property.............................................        14

ARTICLE III - - PAYMENT ACCOUNT.........................................................................        14
         Section 3.1.               Payment Account.....................................................        14

ARTICLE IV - DISTRIBUTIONS; REDEMPTION..................................................................        14
         Section 4.1.               Distributions.......................................................        14
         Section 4.2.               Redemption..........................................................        15
         Section 4.3.               Ranking of Trust Securities.........................................        17
         Section 4.4.               Payment Procedures..................................................        17
         Section 4.5.               Tax Returns and Reports.............................................        18
         Section 4.6.               Payment of Expenses of the Issuer Trust.............................        18
         Section 4.7.               Payment of Taxes, Duties, Etc. of the Trust.........................        18
         Section 4.8.               Payments under Indenture or Pursuant to Direct Actions..............        18

ARTICLE V - TRUST SECURITIES CERTIFICATES...............................................................        18
         Section 5.1.               Initial Ownership...................................................        18
         Section 5.2.               The Trust Securities Certificates...................................        19
         Section 5.3.               Execution and Delivery of Trust Securities Certificates.............        19
         Section 5.4.               Registration of Transfer and Exchange of Capital
                                      Securities Certificates...........................................        19
         Section 5.5.               Mutilated, Destroyed, Lost or Stolen Trust
                                      Securities Certificates...........................................        20
         Section 5.6.               Persons Deemed Holders..............................................        20
         Section 5.7.               Access to List of Holders' Names and Addresses......................        21
         Section 5.8.               Maintenance of Office or Agency.....................................        21
         Section 5.9.               Appointment of Paying Agent.........................................        21
         Section 5.10.              Ownership of Common Securities by Depositor.........................        21
         Section 5.11.              Book Entry Capital Securities Certificates;
                                     Common Securities Certificate......................................        22
         Section 5.12.              Notices to Clearing Agency..........................................        22
         Section 5.13.              Definitive Capital Securities Certificates..........................        22
         Section 5.14.              Rights of Holders; Waivers of Past Defaults.........................        23
         Section 5.15.              CUSIP Numbers.......................................................        25
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>                        <C>                                                                         <C>
ARTICLE VI - ACTS OF HOLDERS; MEETINGS; VOTING..........................................................        25
         Section 6.1.               Limitations on Voting Rights........................................        25
         Section 6.2.               Notice of Meetings..................................................        26
         Section 6.3.               Meetings of Holders of the Capital Securities.......................        26
         Section 6.4.               Voting Rights.......................................................        27
         Section 6.5.               Proxies, etc........................................................        27
         Section 6.6.               Holder Action by Written Consent....................................        27
         Section 6.7.               Record Date for Voting and Other Purposes...........................        27
         Section 6.8.               Acts of Holders.....................................................        27
         Section 6.9.               Inspection of Records...............................................        28

ARTICLE VII - REPRESENTATIONS AND WARRANTIES............................................................        29
         Section 7.1.               Representations and Warranties of the Property
                                     Trustee and the Delaware Trustee...................................        29
         Section 7.2.               Representations and Warranties of Depositor.........................        30

ARTICLE VIII - THE ISSUER TRUSTEES......................................................................        30
         Section 8.1.               Certain Duties and Responsibilities.................................        30
         Section 8.2.               Certain Notices.....................................................        32
         Section 8.3.               Certain Rights of Property Trustee..................................        33
         Section 8.4.               Issuer Trustees Not Responsible for Recitals or
                                     Issuance of Securities.............................................        34
         Section 8.5.               Issuer Trustees May Hold Securities.................................        34
         Section 8.6.               Compensation; Indemnity; Fees.......................................        35
         Section 8.7.               Corporate Property Trustee Required; Eligibility
                                     of Issuer Trustees.................................................        36
         Section 8.8.               Conflicting Interests...............................................        36
         Section 8.9.               Co Trustees and Separate Trustee....................................        36
         Section 8.10.              Resignation and Removal; Appointment of Successor...................        38
         Section 8.11.              Acceptance of Appointment by Successor..............................        39
         Section 8.12.              Merger, Conversion, Consolidation or Succession
                                      to Business.......................................................        39
         Section 8.13.              Preferential Collection of Claims Against
                                      Depositor or Issuer Trust.........................................        39
         Section 8.14.              Trustee May File Proofs of Claim....................................        40
         Section 8.15.              Reports by Property Trustee.........................................        40
         Section 8.16.              Reports to the Property Trustee.....................................        41
         Section 8.17.              Evidence of Compliance with Conditions Precedent....................        41
         Section 8.18.              Number of Issuer Trustees...........................................        41
         Section 8.19.              Delegation of Power.................................................        41

ARTICLE IX - DISSOLUTION, LIQUIDATION AND MERGER........................................................        42
         Section 9.1.               Dissolution Upon Expiration Date....................................        42
         Section 9.2.               Early Dissolution...................................................        42
         Section 9.3.               Dissolution.........................................................        42
         Section 9.4.               Liquidation.........................................................        42
         Section 9.5.               Mergers, Consolidations, Amalgamations or
                                      Replacements of Issuer Trust......................................        44

ARTICLE X - MISCELLANEOUS PROVISIONS....................................................................        45
         Section 10.1.              Limitation of Rights of Holders.....................................        45
         Section 10.2.              Amendment...........................................................        45
         Section 10.3.              Separability........................................................        46
         Section 10.4.              Governing Law.......................................................        46
         Section 10.5.              Payments Due on Non Business Day....................................        46
         Section 10.6.              Successors..........................................................        46
         Section 10.7.              Headings............................................................        47
         Section 10.8.              Reports, Notices and Demands........................................        47
         Section 10.9.              Agreement Not to Petition...........................................        47
</TABLE>


                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>                        <C>                                                                         <C>
         Section 10.10.             Trust Indenture Act; Conflict with Trust
                                      Indenture Act.....................................................        48
         Section 10.11.             Acceptance of Terms of Trust Agreement,
                                      Guarantee Agreement and Indenture.................................        48
         Section 10.12.             Counterparts........................................................        48

EXHIBIT A - CERTIFICATE OF TRUST.........................................................................        1
EXHIBIT B - FORM OF COMMON SECURITIES CERTIFICATE........................................................        1
EXHIBIT C - FORM OF GLOBAL CAPITAL SECURITIES CERTIFICATE................................................        1
</TABLE>


                                      iii

<PAGE>

         AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as
of November 30, 2004 among (i) Popular, Inc., a Commonwealth of Puerto Rico
corporation (including any successors or assigns, the "Depositor"), (ii) J.P.
Morgan Trust Company, National Association (formerly known as Bank One Trust
Company, N.A.), a national banking association, as property trustee (in such
capacity, the "Property Trustee"), (iii) Chase Manhattan Bank USA, National
Association (as successor to Bank One Delaware, Inc.), a national banking
association, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) Jorge A. Junquera, an individual, and Richard Barrios, an individual, each
of whose address is c/o Popular, Inc., Popular Center Building, 209 Munoz Rivera
Avenue, Hato Rey, Puerto Rico 00926 (each, an "Administrative Trustee," and
collectively, the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee, and the Administrative Trustees being referred to collectively as the
"Issuer Trustees"), and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH

         WHEREAS, the Depositor and certain of the Issuer Trustees have
heretofore duly declared and established a statutory trust (the "Issuer Trust")
pursuant to the Delaware Statutory Trust Act (as hereinafter defined) by
entering into that certain Declaration of Trust and Trust Agreement, dated as of
September 3, 2003 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware the Certificate of
Trust, filed on September 5, 2003, attached as Exhibit A (the "Certificate of
Trust"); and

         WHEREAS, the Depositor and the Issuer Trustees desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities by
the Issuer Trust to the Depositor, (ii) the issuance and sale of the Capital
Securities by the Issuer Trust pursuant to the Underwriting Agreement, and (iii)
the acquisition by the Issuer Trust from the Depositor of all of the right,
title and interest in the Debentures;

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

                                   ARTICLE I
                                  DEFINED TERMS

Section 1.1.    Definitions.

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

         The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular;

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

         The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";


<PAGE>

         All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles;

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

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

         "Act" has the meaning specified in Section 6.8.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

         "Additional Sums" has the meaning specified in Section 1007 of the
Indenture.

         "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

                  (a)      the entry of a decree or order by a court having
         jurisdiction in the premises judging such Person bankrupt or insolvent,
         or approving as properly filed a petition seeking reorganization,
         arrangement, adjudication or composition of or in respect of such
         Person under any applicable federal, State or Puerto Rico bankruptcy,
         insolvency, reorganization or other similar law, or appointing a
         receiver, liquidator, assignee, trustee, sequestrator (or other similar
         official) of such Person or of any substantial part of its property or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order unstayed and in effect for a
         period of 60 consecutive days; or

                  (b)      the institution by such Person of proceedings to be
         adjudicated bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable federal, State or Puerto Rico
         bankruptcy, insolvency, reorganization or other similar law, or the
         consent by it to the filing of any such petition or to the appointment
         of a receiver, liquidator, assignee, trustee, sequestrator (or similar
         official) of such Person or of any


                                       2
<PAGE>

         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due and its
         willingness to be adjudicated bankrupt, or the taking of corporate
         action by such Person in furtherance of any such action.

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

         "Board of Directors" means the board of directors of the Depositor or a
committee designated by the board of directors of the Depositor (or any such
committee), comprised of one or more members of the board of directors of the
Depositor or officers of the Depositor, or both.

         "Book-Entry Capital Securities Certificate" means a Capital Securities
Certificate evidencing ownership of Book-Entry Capital Securities.

         "Book-Entry Capital Security" means a Capital Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.11.

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

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

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

         "Certificate Depository Agreement" means the agreement among the Issuer
Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the
Closing Date.

         "Certificate of Trust" has the meaning specified in the recitals
hereof, as amended from time to time.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. DTC will be the initial
Clearing Agency.

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

         "Closing Date" means the Time of Delivery, which date is also the date
of execution and delivery of this Trust Agreement.

         "Code" means the U.S. Internal Revenue Code of 1986, as amended.

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


                                       3
<PAGE>

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

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

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located at
__________________________________________________________, Attention: _______
________________________________, and (ii) when used with respect to the
Debenture Trustee, the principal office of the Debenture Trustee located at
____________________________________________________, Attention: ______________.

         "Debenture Event of Default" means any "Event of Default" specified in
Section 501 of the Indenture.

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

         "Debenture Trustee" means J.P. Morgan Trust Company, National
Association, a national banking association, solely in its capacity as trustee
pursuant to the Indenture and not in its individual capacity, or its successor
in interest in such capacity, or any successor trustee appointed as provided in
the Indenture.

         "Debentures" means the Depositor's 6.125%Junior Subordinated
Debentures, Series A due December 1, 2034, issued pursuant to the Indenture.

         "Definitive Capital Securities Certificates" means either or both (as
the context requires) of (i) Capital Securities Certificates issued as
Book-Entry Capital Securities Certificates as provided in Section 5.11, and (ii)
Capital Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

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

         "Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Trust Agreement, solely in its capacity as
Delaware Trustee of the trust heretofore formed and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Delaware trustee appointed as herein provided.

         "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

         "Depositor Bankruptcy Event" means (i) the entry of a decree or order
for relief in respect of the Depositor by a court having jurisdiction in the
premises in an involuntary case under the federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days or (ii) the commencement by
the Depositor of a voluntary case under the federal bankruptcy laws, as now or
hereafter constituted, or the consent by the Depositor to the entry of a decree
or order for relief in an involuntary case under any such law.

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


                                       4
<PAGE>

         "Distribution Period" means the period of time beginning on any
Distribution Date and ending on the day immediately preceding the next
succeeding Distribution Date.

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

         "DTC" means The Depository Trust Company.

         "Early Dissolution Event" has the meaning specified in Section 9.2.

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

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

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

         (3)      default by the Issuer Trust in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or

         (4)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trustees in this Trust
Agreement (other than those specified in clause (b) or (c) above) and
continuation of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Issuer Trustees and to the
Depositor by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Capital Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

         (5)      the occurrence of a Bankruptcy Event with respect to the
Property Trustee if a successor Property Trustee has not been appointed within
90 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

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

         "Federal Reserve" means the Federal Reserve or its district reserve
banks, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and J.P. Morgan Trust Company, National Association, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Capital Securities, as amended from time to
time.

         "Holder" means a Person in whose name a Trust Security or Trust
Securities are registered in the Securities Register; any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory
Trust Act.


                                       5
<PAGE>

         "Indenture" means the Junior Subordinated Indenture, dated as of
October 31, 2003, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.

         "Investment Company Act" means the Investment Company Act of 1940, or
any successor statute thereto, in each case as amended from time to time.

         "Issuer Trust" means the Delaware statutory trust known as "Popular
Capital Trust II" which was created on September 3, 2003 under the Delaware
Statutory Trust Act pursuant to the Original Trust Agreement and the filing of
the Certificate of Trust, and continued pursuant to this Trust Agreement.

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

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

         "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Debentures to
Holders of Trust Securities in connection with a dissolution or liquidation of
the Issuer Trust, Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Debentures are
distributed, and (c) with respect to any distribution of Additional Amounts to
Holders of Trust Securities, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities in respect of which such distribution
is made.

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

         "Liquidation Date" means the date of the dissolution, winding-up or
dissolution of the Issuer Trust pursuant to Section 9.4.

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

         "Majority in Liquidation Amount of the Capital Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Capital Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Capital Securities or Common Securities, as the case may be.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board of Directors of such Person, a
Vice Chairman of the Board of Directors of such Person, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of such Person. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:

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


                                       6
<PAGE>

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

                  (c)      a statement that 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 such
         officer, such condition or covenant has been complied with.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Depositor or any Affiliate of the Depositor.

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

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

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

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

                  (c)      Trust Securities that have been paid or in exchange
         for or in lieu of which other Capital Securities have been executed and
         delivered pursuant to Section 5.4, Section 5.5 and Section 5.11;
         provided, however, that in determining whether the Holders of the
         requisite Liquidation Amount of the Outstanding Capital Securities have
         given any request, demand, authorization, direction, notice, consent or
         waiver hereunder, Capital Securities owned by the Depositor, any Issuer
         Trustee, or any Affiliate of the Depositor or any Issuer Trustee shall
         be disregarded and deemed not to be Outstanding, except that (a) in
         determining whether any Issuer Trustee shall be protected in relying
         upon any such request, demand, authorization, direction, notice,
         consent or waiver, only Capital Securities that such Issuer Trustee
         knows to be so owned shall be so disregarded, and (b) the foregoing
         shall not apply at any time when all of the outstanding Capital
         Securities are owned by the Depositor, one or more of the Issuer
         Trustees, and/or any such Affiliate. Capital Securities so owned that
         have been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Administrative Trustees
         the pledgee's right so to act with respect to such Capital Securities
         and that the pledgee is not the Depositor or any Affiliate of the
         Depositor. "Owner" means each Person who is the beneficial owner of
         Book-Entry Capital Securities as reflected in the records of the
         Clearing Agency or, if a Clearing Agency Participant is not the Owner,
         then as reflected in the records of a Person maintaining an account
         with such Clearing Agency (directly or indirectly, in accordance with
         the rules of such Clearing Agency).

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be Banco Popular de Puerto Rico.


                                       7
<PAGE>

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with Banco Popular de Puerto
Rico in its trust department for the benefit of the Holders in which all amounts
paid in respect of the Debentures will be held and from which the Property
Trustee, through the Paying Agent, shall make payments to the Holders in
accordance with Section 4.1 and Section 4.2.

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

         "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement, solely in its capacity as
Property Trustee of the trust heretofore formed and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor property trustee appointed as herein provided.

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

         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures.

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

         "Responsible Officer" means, with respect to any Issuer Trustee, the
President, any Senior Vice President, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or Assistant Trust Officer of such Issuer Trustee.

         "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

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

         "Time of Delivery" means November 30, 2004.

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

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


                                       8
<PAGE>

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
November 24, 2004, among the Trust, the Depositor and Popular Securities, Inc.,
as representative of the underwriters named therein.

         "Vice President," when used with respect to the Depositor, means any
duly appointed vice president, whether or not designated by a number or a word
or words added before or after the title "vice president."

                                   ARTICLE II
                        CONTINUATION OF THE ISSUER TRUST

Section 2.1.    Name.

         The trust continued hereby shall be known as "Popular Capital Trust
II," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders and the other Issuer Trustees,
in which name the Administrative Trustees and the other Issuer Trustees may
conduct the business of the Issuer Trust, make and execute contracts and other
instruments on behalf of the Issuer Trust and sue and be sued on behalf of the
Trust.

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

         The address of the Delaware Trustee in the State of Delaware is c/o
Chase Manhattan Bank USA, National Association, _____________________________
__________________, Wilmington, Delaware _____, or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to the
Depositor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Issuer Trust is c/o Popular, Inc., Popular Center
Building, 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918, Attention:
Popular Capital Trust II.

Section 2.3.    Initial Contribution of Trust Property; Organizational Expenses.

         The Issuer Trustees acknowledge receipt from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Issuer Trust as they arise or shall, upon request of any Issuer
Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

Section 2.4.    Issuance of the Capital Securities.

         On November 24, 2004, the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.3 and deliver to the


                                       9
<PAGE>

Underwriters named in the Underwriting Agreement a Capital Securities
Certificate, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of 5,200,000 Capital Securities having an
aggregate Liquidation Amount of $130,000,000.00, against payment of the purchase
price therefor in immediately available funds, which funds such Administrative
Trustee shall promptly deliver to the Property Trustee.

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

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Section 5.3 and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount Common Securities having an aggregate Liquidation Amount of
$4,021,000 against payment by the Depositor of the purchase price therefor in
immediately available funds, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf the Issuer Trust, shall subscribe to and
purchase from the Depositor Debentures registered in the name of the Issuer
Trust and having an aggregate principal amount equal to $134,021,000.00 and
shall deliver to the Depositor the purchase price therefor (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) the second sentence of
Section 2.4 and (ii) the first sentence of this Section 2.5).

Section 2.6.    Declaration of Trust.

         The exclusive purposes and functions of the Issuer Trust are (a) to
issue and sell Trust Securities, (b) to use the proceeds from such sale to
acquire the Debentures, and (c) to engage in those activities necessary,
convenient or incidental thereto. The Depositor hereby appoints the Issuer
Trustees as trustees of the Issuer Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Issuer Trustees hereby accept
such appointment. The Property Trustee hereby declares that it will hold the
Trust Property upon and subject to the conditions set forth herein for the
benefit of the Issuer Trust and the Holders. The Administrative Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Issuer Trust.
The Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Property
Trustee or the Administrative Trustees, or any of the duties and
responsibilities of the Issuer Trustees generally, set forth herein. The
Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole
and limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Statutory Trust Act and for taking such actions as are required to be
taken by a Delaware trustee under the Delaware Statutory Trust Act.

         The duties and responsibilities of the Delaware Trustee shall be
limited solely to (a) accepting legal process served on the trust in the State
of Delaware, (b) the execution and delivery of all documents, and the
maintenance of all records, necessary to form and maintain the existence of the
Trust under the Statutory Trust Act and (c) monitoring the Trust's compliance
with the Statutory Trust Act and advising the Administrative Trustees when
action is necessary to comply with the Statutory Trust Act. Except for the
purpose of t he foregoing sentence, the Delaware Trustee shall not be deemed a
trustee and shall have no management responsibilities or owe any fiduciary
duties to the Trust or the Holders.


                                       10
<PAGE>

Section 2.7.    Authorization to Enter into Certain Transactions.

         (a)      The Issuer Trustees shall conduct the affairs of the Issuer
Trust in accordance with the terms of this Trust Agreement. Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the Issuer Trustees shall have the
authority to enter into all transactions and agreements determined by the Issuer
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Issuer Trustees under this Trust Agreement, and to
perform all acts in furtherance thereof, including the following:

                  (i)      As among the Issuer Trustees, the Administrative
         Trustees, and each of them, shall have the power and authority to act
         on behalf of the Issuer Trust with respect to the following matters:

                           (A)      the issuance and sale of the Trust
                  Securities;

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

                           (C)      assisting in the registration of the Capital
                  Securities under the Securities Act and under state securities
                  or blue sky laws, and the qualification of this Trust
                  Agreement under the Trust Indenture Act;

                           (D)      assisting in the listing of the Capital
                  Securities upon such securities exchange or exchanges as shall
                  be determined by the Depositor, with the registration of the
                  Capital Securities under the Exchange Act, if required, and
                  with the preparation and filing of all periodic and other
                  reports and other documents pursuant to the foregoing;

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

                           (F)      the appointment of a Paying Agent and
                  Securities Registrar in accordance with this Trust Agreement;

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

                           (H)      execution of the Trust Securities on behalf
                  of the Trust in accordance with this Trust Agreement;

                           (I)      execution and delivery of closing
                  certificates, if any, pursuant to the Underwriting Agreement
                  and application for a taxpayer identification number for the
                  Issuer Trust;

                           (J)      unless otherwise determined by the
                  Depositor, the Property Trustee, or the Administrative
                  Trustees or as otherwise required by the Delaware Statutory
                  Trust Act or the Trust Indenture Act, to execute on behalf of
                  the Issuer Trust (either acting alone or together with any or
                  all of the Administrative Trustees) any


                                       11
<PAGE>

                  documents that the Administrative Trustees have the power to
                  execute pursuant to this Trust Agreement; and

                           (K)      the taking of any action incidental to the
                  foregoing as the Issuer Trustees may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Trust Agreement.

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

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Debentures;

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

                           (D)      the distribution through the Paying Agent of
                  amounts distributable to the Holders in respect of the Trust
                  Securities;

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

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

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

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

                           (I)      after an Event of Default (other than under
                  paragraph (b),(c), (d) or (e) of the definition of such term
                  if such Event of Default is by or with respect to the Property
                  Trustee) the taking of any action incidental to the foregoing
                  as the Property Trustee may from time to time determine is
                  necessary or advisable to give effect to the terms of this
                  Trust Agreement and protect and conserve the Trust Property
                  for the benefit of the Holders (without consideration of the
                  effect of any such action on any particular Holder); and

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

         (b)      So long as this Trust Agreement remains in effect,
the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust)
shall not undertake any business, activities or transactions except as expressly
provided herein or contemplated hereby. In particular, the Issuer Trustees
(acting on behalf of the Issuer Trust) shall not cause the Trust to (i) acquire
any investments or engage in any activities not authorized by this Trust
Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise


                                       12
<PAGE>

dispose of any of the Trust Property or interests therein, including to Holders,
except as expressly provided herein, (iii) take any action that would reasonably
be expected to cause the Issuer Trust to become taxable as a corporation or
classified as other than a grantor trust for United States federal or Puerto
Rico income tax purposes, (iv) incur any indebtedness for borrowed money or
issue any other debt, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) invest any proceeds
received by the Issuer Trust from holding the Debentures, but shall distribute
all such proceeds to Holders of Trust Securities pursuant to the terms of this
Trust Agreement and of the Trust Securities, (vii) acquire any assets other than
the Trust Property, (viii) possess any power or otherwise act in such a way as
to vary the Trust Property, (ix) possess any power or otherwise act in such a
way as to vary the terms of the Trust Securities in any way whatsoever (except
to the extent expressly authorized in this Trust Agreement or by the terms of
the Trust Securities) or (x) issue any securities or other evidences of
beneficial ownership of, or beneficial interest in, the Issuer Trust other than
the Trust Securities. The Property Trustee shall defend all claims and demands
of all Persons at any time claiming any Lien on any of the Trust Property
adverse to the interest of the Issuer Trust or the Holders in their capacity as
Holders.

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

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

                  (ii)     the determination of the states in which to take
         appropriate action to qualify or register for sale all or part of the
         Capital Securities and the determination of any and all such acts,
         other than actions that must be taken by or on behalf of the Issuer
         Trust, and the advice to the Issuer Trust of actions they must take on
         behalf of the Issuer Trust, and the preparation for execution and
         filing of any documents to be executed and filed by the Issuer Trust or
         on behalf of the Issuer Trust, as the Depositor deems necessary or
         advisable in order to comply with the applicable laws of any such
         states;

                  (iii)    the preparation for filing by the Issuer Trust and
         execution on behalf of the Issuer Trust of an application to the New
         York Stock Exchange or any other national stock exchange or the Nasdaq
         National Market or any other automated quotation system for listing
         upon notice of issuance of any Capital Securities and filing with such
         exchange or self-regulatory organization such notification and
         documents as may be necessary from time to time to maintain such
         listing;

                  (iv)     the negotiation of the terms of, and the execution
         and delivery of, the Underwriting Agreement providing for the sale of
         the Capital Securities; and

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

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


                                       13
<PAGE>

Investment Company Act, and will not be taxable as a corporation or classified
as other than a grantor trust for United States federal or Puerto Rico income
tax purposes and so that the Debentures will be treated as indebtedness of the
Depositor for Puerto Rico tax purposes. In this connection, the Depositor and
the Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that they
determine in their discretion to be necessary or desirable for such purposes, as
long as such action does not adversely affect in any material respect the
interests of the Holders of the Outstanding Capital Securities. In no event
shall the Depositor or the Issuer Trustees be liable to the Issuer Trust or the
Holders for any failure to comply with this section that results from a change
in law or regulation or in the interpretation thereof.

Section 2.8.    Assets of Trust.

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

Section 2.9.    Title to Trust Property.

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

                                  ARTICLE III
                                 PAYMENT ACCOUNT

Section 3.1.    Payment Account.

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

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

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

Section 4.1.    Distributions.

         (a)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and Distributions (including of Additional Amounts) will
be made on the Trust Securities at the rate and on the dates that payments of
interest (including Additional Interest, as defined in the Indenture) are made
on the Debentures. Accordingly:

                  (i)      Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accrue from November 30, 2004 and, except in the event (and to the
         extent)


                                       14
<PAGE>

         that the Depositor exercises its right to defer the payment of interest
         on the Debentures pursuant to the Indenture, shall be payable monthly
         in arrears on the first day of each month, commencing on January 1,
         2005. If any date on which a Distribution is otherwise payable on the
         Trust Securities is not a Business Day, then the payment of such
         Distribution shall be made on the next succeeding day that is a
         Business Day (and without any interest or other payment in respect of
         any such delay), with the same force and effect as if made on the date
         on which such payment was originally payable (each date on which
         distributions are payable in accordance with this Section 4.1(a), a
         "Distribution Date").

                  (ii)     In the event (and to the extent) that the Depositor
         exercises its right under the Indenture to defer the payment of
         interest on the Debentures, Distributions on the Trust Securities shall
         be deferred but shall continue to accumulate. Distributions on the
         Trust Securities shall be payable at a rate of 6.125%per annum of the
         Liquidation Amount of the Trust Securities. The amount of Distributions
         payable for any full monthly period shall be computed on the basis of a
         360-day year of twelve 30-day months. The amount of Distributions for
         any partial period shall be computed on the basis of a 360-day year of
         twelve 30-day months and the actual number of days elapsed in a partial
         month in that period. The amount of Distributions payable for any
         period shall include the Additional Amounts, if any.

                  (iii)    Distributions on the Trust Securities shall be made
         by the Property Trustee from the Payment Account and shall be payable
         on each Distribution Date only to the extent that the Issuer Trust has
         funds then on hand and available in the Payment Account for the payment
         of such Distributions.

         (b)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date for such Distribution Date, which shall be the 15th day,
whether or not a Business Day, of the month immediately preceding the
Distribution Date. Distributions payable on any Trust Securities that are not
punctually paid on any Distribution Date will cease to be payable to the Person
in whose name such Trust Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Trust Securities are registered on the special record date or other
specified date for determining Holders entitled to such defaulted interest
established in accordance with the Indenture.

Section 4.2.    Redemption.

         (a)      On each Debenture Redemption Date and on the stated maturity
of the Debentures, the Issuer Trust will be required to redeem a Like Amount of
Trust Securities at the Redemption Price.

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

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price or if the Redemption Price
         cannot be calculated prior to the time the notice is required to be
         sent, the estimate of the Redemption Price together with a statement
         that it is an estimate and that the actual Redemption Price will be
         calculated on the


                                       15
<PAGE>

         third Business Day prior to the Redemption Date (and if an estimate is
         provided, a further notice shall be sent of the actual Redemption Price
         on the date that such Redemption Price is calculated);

                  (iii)    the CUSIP number or CUSIP numbers of the Capital
         Securities affected;

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

                  (v)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accrue on and after said date,
         except as provided in Section 4.2(d) below; and

                  (vi)     if the Capital Securities are no longer in
         book-entry-only form, the place or places where the Capital Securities
         Certificates are to be surrendered for the payment of the Redemption
         Price.

         (c)      The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at stated maturity of the Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Capital Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Book-Entry Capital Securities, irrevocably deposit with the Clearing
Agency for such Book-Entry Capital Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Capital Securities. With respect to Capital
Securities that are not Book-Entry Capital Securities, the Property Trustee,
subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Capital Securities upon surrender
of their Capital Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register for the Trust Securities on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Holders holding Trust Securities so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and such Trust
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable 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 (without any interest or other payment in respect of any
such delay), with the same force and effect as if made on such date. In the
event that payment of the Redemption Price in respect of any Trust Securities
called for redemption is improperly withheld or refused and not paid either by
the Issuer Trust or by the Depositor pursuant to the Guarantee, Distributions on
such Trust Securities will continue to accumulate, as set forth in Section 4.1,
from the Redemption Date originally established by the Issuer Trust for such
Trust Securities to the date such


                                       16
<PAGE>

Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

         (e)      Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Capital Securities based upon the relative
Liquidation Amounts of such classes. The particular Capital Securities to be
redeemed shall be selected on a pro rata basis based upon their respective
Liquidation Amounts not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Capital Securities not previously called
for redemption by any method the Property Trustee deems fair and appropriate,
provided that so long as the Capital Securities are in book-entry-only form,
such selection shall be made in accordance with the customary procedures for the
Clearing Agency for the Capital Securities. The Property Trustee shall promptly
notify the Securities Registrar in writing of the Capital Securities selected
for redemption and, in the case of any Capital Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise requires, all provisions
relating to the redemption of Capital Securities shall relate, in the case of
any Capital Securities redeemed or to be redeemed only in part, to the portion
of the aggregate Liquidation Amount of Capital Securities that has been or is to
be redeemed.

Section 4.3.    Ranking of Trust Securities.

         (a)      Payment of Distributions (including any Additional Amounts)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro
rata among the Common Securities and the Capital Securities based on the
Liquidation Amount; provided, however, that if on any Distribution Date,
Redemption Date or Liquidation Date any Event of Default resulting from a
Debenture Event of Default specified in Section 501(1) or 501(2) of the
Indenture shall have occurred and be continuing, no payment of any Distribution
(including any Additional Amounts) on, Redemption Price of, or Liquidation
Distribution in respect of, any Common Security, and no other payment on account
of the redemption, liquidation or other acquisition of Common Securities, shall
be made unless payment in full in cash of all accumulated and unpaid
Distributions (including any Additional Amounts) on all Outstanding Capital
Securities for all Distribution Periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Capital Securities then called for redemption, or in
the case of payment of the Liquidation Distribution the full amount of such
Liquidation Distribution on all Outstanding Capital Securities, shall have been
made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Amounts) on, or the Redemption Price of,
the Capital Securities then due and payable.

         (b)      In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holders of the Common
Securities shall have no right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Capital Securities have been cured, waived or otherwise
eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Capital Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Capital Securities and not on behalf of the Holders of the Common
Securities, and only the Holders of the Capital Securities will have the right
to direct the Property Trustee to act on their behalf.


                                       17
<PAGE>

Section 4.4.    Payment Procedures.

         Payments of Distributions (including any Additional Amounts) in respect
of the Capital Securities shall, subject to the next succeeding sentence, be
made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Capital Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds. A Holder of $1,000,000 or more in
aggregate Liquidation Amount of Capital Securities may receive payments of
Distributions (including any Additional Amounts) by wire transfer of immediately
available funds upon written request to the Property Trustee not later than the
15th day, whether or not a Business Day, of the month immediately preceding the
relevant Distribution Date. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holders of the Common Securities.

Section 4.5.    Tax Returns and Reports.

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

Section 4.6.    Payment of Expenses of the Issuer Trust.

         The Depositor shall pay to the Issuer Trust, and reimburse the Issuer
Trust for, the full amount of any costs, expenses or liabilities of the Issuer
Trust (other than obligations of the Issuer Trust to pay the Holders of any
Capital Securities or other similar interests in the Issuer Trust the amounts
due such Holders pursuant to the terms of the Capital Securities or such other
similar interests, as the case may be), including, without limitation, any
taxes, duties or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Issuer Trust by the United States or any other
taxing authority. Such payment obligation includes any such costs, expenses or
liabilities of the Issuer Trust that are required by applicable law to be
satisfied in connection with a dissolution of the Issuer Trust.

Section 4.7.    Payment of Taxes, Duties, Etc. of the Trust.

         Upon receipt under the Debentures of Additional Sums, the Property
Trustee shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust; provided,
however, that under no circumstances shall the Property Trustee have any
liability for such sums, including non-receipt of any Additional Sums under the
Debentures.

Section 4.8.    Payments under Indenture or Pursuant to Direct Actions.

         Any amount payable hereunder to any Holder of Capital Securities (or
any Owner with respect thereto) shall be reduced by the amount of any


                                       18
<PAGE>

corresponding payment such Holder (or Owner) has directly received pursuant to
Section 508 of the Indenture or Section 5.14 of this Trust Agreement.

                                   ARTICLE V
                          TRUST SECURITIES CERTIFICATES

Section 5.1.    Initial Ownership.

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

Section 5.2.    The Trust Securities Certificates.

         The Capital Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples thereof, and the
Common Securities Certificates shall be issued in denominations of $25
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be (i) executed on behalf of the Issuer Trust by manual or
facsimile signature of at least one Administrative Trustee and, if executed on
behalf of the Issuer Trust by facsimile, countersigned by the Securities
Registrar or its agent and (ii) authenticated by the Property Trustee by manual
or facsimile signature of an authorized signatory thereof and, if executed by
such authorized signatory of the Property Trustee by facsimile, countersigned by
the Securities Registrar or its agent. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer Trust or the
Property Trustee or, if executed on behalf of the Issuer Trust or the Property
Trustee by facsimile, countersigned by the Securities Registrar or its agent,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee's name pursuant to Section 5.4, Section 5.11 and Section 5.13.

Section 5.3.    Execution and Delivery of Trust Securities Certificates.

         At the Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Section 2.4 and Section 2.5, to be executed on behalf of the Issuer Trust and
delivered to or upon the written order of the Depositor, such written order
executed by one authorized officer thereof, without further corporate action by
the Depositor, in authorized denominations.

Section 5.4.    Registration of Transfer and Exchange of Capital Securities
                 Certificates.

         The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Capital
Securities Certificates (the "Securities Register") in which the transfer agent
and registrar designated by the Depositor (the "Securities Registrar"), subject
to such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. Banco Popular de Puerto Rico shall be the


                                       19
<PAGE>

initial Securities Registrar. The provisions of Section 8.1, Section 8.3 and
Section 8.6 herein shall apply to Banco Popular de Puerto Rico in its role as
Securities Registrar, for so long as Banco Popular de Puerto Rico shall act as
Securities Registrar.

         Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute on behalf of the Issuer
Trust (and if executed on behalf of the Issuer Trust by a facsimile signature,
such certificate shall be countersigned by the Securities Registrar or its
agent) and deliver, in the name of the designated transferee or transferees, one
or more new Capital Securities Certificates in authorized denominations of a
like aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Capital Securities that have been
called for redemption during a period beginning at the opening of business 15
days before the day of selection for such redemption.

         At the option of a Holder, Capital Securities Certificates may be
exchanged for other Capital Securities Certificates in authorized denominations
of the same class and of a like aggregate Liquidation Amount upon surrender of
the Capital Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

         Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice.

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

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

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


                                       20
<PAGE>

Trust Securities Certificate, as if originally issued, whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

Section 5.6.    Persons Deemed Holders.

         The Issuer Trustees and the Securities Registrar shall each treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Issuer Trustees, the Administrative Trustees and the Securities
Registrar shall be bound by any notice to the contrary.

Section 5.7.    Access to List of Holders' Names and Addresses.

         Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, the Property Trustee, the Delaware Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

Section 5.8.    Maintenance of Office or Agency.

         The Administrative Trustees shall designate an office or offices or
agency or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate the Corporate Trust
Office of the Property Trustee, as its office and agency for such purposes. The
Administrative Trustee shall give prompt written notice to the Depositor, the
Property Trustees and to the Holders of any change in the location of the
Securities Register or any such office or agency.

Section 5.9.    Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove the Paying Agent in its sole discretion. The Paying
Agent shall initially be Banco Popular de Puerto Rico. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrative Trustees and the Property Trustee. If Banco Popular
de Puerto Rico shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Administrative Trustees
shall appoint a successor (which shall be a bank or trust company) that is
reasonably acceptable to the Property Trustee and the Depositor to act as Paying
Agent. Such successor Paying Agent or any additional Paying Agent shall execute
and deliver to the Issuer Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Issuer Trustees that as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Holders in trust for the benefit
of the Holders entitled thereto until such sums shall be paid to such Holders.
The Paying Agent shall return all unclaimed funds to the Property Trustee and
upon removal of a Paying Agent such Paying Agent shall also return all funds in
its possession to the Property Trustee. The provisions of Section 8.1, Section
8.3 and Section 8.6 herein shall apply to Banco Popular de Puerto Rico in its
role as Paying Agent, for so long as Banco Popular de Puerto Rico shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.


                                       21
<PAGE>

Section 5.10.   Ownership of Common Securities by Depositor.

         At the Time of Delivery, the Depositor shall acquire, and thereafter
shall retain, beneficial and record ownership of the Common Securities. To the
fullest extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person, pursuant to Section 801 of the Indenture, any
attempted transfer of the Common Securities shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend consistent with this Section 5.10.

Section 5.11.   Book-Entry Capital Securities Certificates; Common Securities
                Certificate.

         (a)      The Capital Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Capital Securities Certificate or
Certificates representing Book-Entry Capital Securities Certificates, to be
delivered to, or on behalf of, DTC, the initial Clearing Agency, by, or on
behalf of, the Issuer Trust. Such Capital Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Capital Securities Certificate representing such Owner's interest in
such Capital Securities, except as provided in Section 5.13. Unless and until
Definitive Capital Securities Certificates have been issued to Owners pursuant
to Section 5.13:

                  (i)      the provisions of this Section 5.11(a) shall be in
         full force and effect;

                  (ii)     the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Trust Agreement relating to the Book-Entry Capital Securities
         Certificates (including the payment of the Liquidation Amount of and
         Distributions on the Capital Securities evidenced by Book-Entry Capital
         Securities Certificates and the giving of instructions or directions to
         Owners of Capital Securities evidenced by Book-Entry Capital Securities
         Certificates) as the sole Holder of Capital Securities evidenced by
         Book-Entry Capital Securities Certificates and shall have no
         obligations to the Owners thereof;

                  (iii)    to the extent that the provisions of this Section
         5.11 conflict with any other provisions of this Trust Agreement, the
         provisions of this Section 5.11 shall control; and

                  (iv)     the rights of the Owners of the Book-Entry Capital
         Securities Certificate shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Capital Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Capital Securities to such Clearing Agency
         Participants.

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


                                       22
<PAGE>

Section 5.12.   Notices to Clearing Agency.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Capital Securities are
represented by a Book-Entry Capital Securities Certificates, the Administrative
Trustees and the Issuer Trustee shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

Section 5.13.   Definitive Capital Securities Certificates.

         If (a) the Depositor advises the Issuer Trustees in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Capital Securities Certificates, and the
Depositor is unable to locate a qualified successor, (b) the Depositor at its
option advises the Issuer Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency or (c) after the occurrence of a
Debenture Event of Default, Owners of Capital Securities Certificates
representing beneficial interests aggregating at least a majority of the
Liquidation Amount advise the Administrative Trustees in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Capital Securities Certificates, then the
Administrative Trustees shall notify the other Issuer Trustees and the Clearing
Agency, and the Clearing Agency, in accordance with its customary rules and
procedures, shall notify all Clearing Agency Participants for whom it holds
Capital Securities of the occurrence of any such event and of the availability
of the Definitive Capital Securities Certificates to Owners of such class or
classes, as applicable, requesting the same. Upon surrender to the
Administrative Trustees of the typewritten Capital Securities Certificate or
Certificates representing the Book-Entry Capital Securities Certificates by the
Clearing Agency, accompanied by registration instructions, the Administrative
Trustees, or any one of them, shall execute the Definitive Capital Securities
Certificates in accordance with the instructions of the Clearing Agency, if
executed on behalf of the Issuer Trust by facsimile, countersigned by the
Securities Registrar or its agent. Neither the Securities Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Capital Securities Certificates, the Issuer
Trustees shall recognize the Holders of the Definitive Capital Securities
Certificates as holders of Trust Securities. The Definitive Capital Securities
Certificates shall be typewritten, printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees that meets the requirements of any stock exchange or automated
quotation system on which the Capital Securities are then listed or approved for
trading, as evidenced by the execution thereof by the Administrative Trustees or
any one of them.

Section 5.14.   Rights of Holders; Waivers of Past Defaults.

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


                                       23
<PAGE>

private corporations for profit organized under the General Corporation Law of
the State of Delaware.

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

         At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of at least a Majority in Liquidation Amount of the
Capital Securities, by written notice to the Property Trustee, the Depositor and
the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

                  (i)      the Depositor has paid or deposited with the
         Debenture Trustee a sum sufficient to pay

                           (A)      all overdue installments of interest on all
                  of the Debentures,

                           (B)      any accrued Additional Interest (as defined
                  in the Indenture) on all of the Debentures,

                           (C)      the principal of (and premium, if any, on)
                  any Debentures that have become due otherwise than by such
                  declaration of acceleration and interest and Additional
                  Interest (as defined in the Indenture) thereon at the rate
                  borne by the Debentures, and

                           (D)      all sums paid or advanced by the Debenture
                  Trustee under the Indenture and the reasonable compensation,
                  expenses, disbursements and advances of the Debenture Trustee
                  and the Property Trustee, their agents and counsel; and

                  (ii)     all Events of Default with respect to the Debentures,
         other than the non-payment of the principal of the Debentures that has
         become due solely by such acceleration, have been cured or waived as
         provided in Section 513 of the Indenture.

         The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision that under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. No
such rescission shall affect any subsequent default or impair any right
consequent thereon.


                                       24
<PAGE>

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of any part of
the Capital Securities a record date shall be established for determining
Holders of Outstanding Capital Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day that is 90 days after
such record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.14(b).

         (c)      For so long as any Capital Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 501(1) or 501(2) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 508 of the Indenture, for enforcement of payment to such
Holder of any amounts payable in respect of Debentures having an aggregate
principal amount equal to the aggregate Liquidation Amount of the Capital
Securities of such Holder (a "Direct Action"). Except as set forth in Section
5.14(b) and this Section 5.14(c), the Holders of Capital Securities shall have
no right to exercise directly any right or remedy available to the holders of,
or in respect of, the Debentures.

         (d)      Except as otherwise provided in paragraphs (a), (b) and (c) of
this Section 5.14(b), the Holders of at least a Majority in Liquidation Amount
of the Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist,
and any default or Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Trust Agreement, but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.

Section 5.15.   CUSIP Numbers.

         The Administrative Trustees in issuing the Capital 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;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Capital 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 Capital Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Administrative Trustees will promptly notify the Property Trustee of any
change in the CUSIP numbers.


                                       25
<PAGE>

                                   ARTICLE VI
                        ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1.    Limitations on Voting Rights.

         (a)      Except as expressly provided in this Trust Agreement and in
the Indenture and as otherwise required by law, no Holder of Capital Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Issuer Trust or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Trust Securities Certificates, be construed so as to constitute the
Holders from time to time as partners or members of an association.

         (b)      So long as any Debentures are held by the Property Trustee on
behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or execute any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default that may be
waived under Section 513 of the Indenture, (iii) exercise any right to rescind
or annul a declaration that the principal of all the Debentures shall be due and
payable, or (iv) consent to any amendment, modification or termination of the
Indenture or the Debentures, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Capital 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 written consent of each Holder of Capital Securities.
The Property Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Capital Securities, except by a
subsequent vote of the Holders of the Capital Securities. The Property Trustee
shall notify all Holders of the Capital Securities of any notice of default
received with respect to the Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Capital Securities, prior to taking any of the
foregoing actions, the Issuer Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Issuer Trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal or Puerto
Rico income tax purposes.

         (c)      If any proposed amendment to the Trust Agreement provides for,
or the Issuer Trustees otherwise propose to effect, (i) any action that would
adversely affect in any material respect the powers, preferences or special
rights of the Capital Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer
Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Capital Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Capital Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Issuer Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal or Puerto Rico income tax purposes.

Section 6.2.    Notice of Meetings.

         Notice of all meetings of the Holders of the Capital Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 10.8 to each Holder of Capital Securities,
at such Holder's registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting


                                       26
<PAGE>

may be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

Section 6.3.    Meetings of Holders of the Capital Securities.

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

         The Holders of at least a Majority in Liquidation Amount of the Capital
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Capital Securities.

         If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Capital Securities representing at least
a Majority in Liquidation Amount of the Capital Securities held by the Holders
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of the Capital Securities, unless this Trust Agreement
requires a greater number of affirmative votes.

Section 6.4.    Voting Rights.

         Holders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

Section 6.5.    Proxies, etc.

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

Section 6.6.    Holder Action by Written Consent.

         Any action that may be taken by Holders at a meeting may be taken
without a meeting if Holders holding at least a Majority in Liquidation Amount
of all Capital Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any other provision of this
Trust Agreement) shall consent to the action in writing.

Section 6.7.    Record Date for Voting and Other Purposes.

         For the purposes of determining the Holders who are entitled to notice
of and to vote at any meeting or by written consent, or to participate in


                                       27
<PAGE>

any distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees may from time to time fix a date, not
more than 90 days prior to the date of any meeting of Holders or the payment of
a Distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

Section 6.8.    Acts of Holders.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to the Property Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and (subject to Section
8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided
in this Section.

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

         The ownership of Trust Securities shall be proved by the Securities
Register.

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

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

         If any dispute shall arise between the Holders and the Issuer Trustees
or among the Holders or the Issuer Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Issuer Trustee under this ARTICLE
VI, then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

         A Holder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without


                                       28
<PAGE>

first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Issuer Trust, any Issuer Trustee, or any person or
entity.

Section 6.9.    Inspection of Records.

         Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Issuer Trust shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

Section 7.1.    Representations and Warranties of the Property Trustee and the
                Delaware Trustee.

         The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

         (a)      the Property Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws of the United
States;

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

         (c)      the Delaware Trustee is a national banking association with
its principal place of business in the State of Delaware;

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

         (e)      this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

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


                                       29
<PAGE>

         (g)      neither the authorization, execution or delivery by the
Property Trustee or the Delaware Trustee of this Trust Agreement nor the
consummation of any of the transactions by the Property Trustee or the Delaware
Trustee (as the case may be) contemplated herein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing law of the United States or the State of Delaware governing the
banking, trust or general powers of the Property Trustee or the Delaware Trustee
(as appropriate in context), other than the filing of the Certificate of Trust
with the Delaware Secretary of State; and

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

Section 7.2.    Representations and Warranties of Depositor.

         The Depositor hereby represents and warrants for the benefit of the
Holders that:

         (a)      the Trust Securities Certificates issued at the Time of
Delivery on behalf of the Issuer Trust have been duly authorized and will have
been duly and validly executed, issued and delivered by the Issuer Trustees
pursuant to the terms and provisions of, and in accordance with the requirements
of, this Trust Agreement, and the Holders will be, as of such date, entitled to
the benefits of this Trust Agreement; and

         (b)      there are no taxes, fees or other governmental charges payable
by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under
the laws of the State of Delaware or any political subdivision thereof in
connection with the execution, delivery and performance by any Issuer Trustee of
this Trust Agreement.

                                  ARTICLE VIII
                               THE ISSUER TRUSTEES

Section 8.1.    Certain Duties and Responsibilities.

         (a)      The duties and responsibilities of the Issuer Trustees shall
be as provided by this Trust Agreement, subject to Section 10.10 hereof.
Notwithstanding the foregoing, but subject to Section 8.1(c) , no provision of
this Trust Agreement shall require any of the Issuer Trustees to expend or risk
its or their own funds or otherwise incur any financial liability in the
performance of any of its or their duties hereunder, or in the exercise of any
of its or their rights or powers, if it or they shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or affecting the liability of or affording protection to the Issuer
Trustees shall be subject to the provisions of this Section 8.1. To the extent
that, at law or in equity, an Administrative Trustee has duties and liabilities
relating to the Issuer Trust or to the Holders, such Administrative Trustee
shall not be liable to the Issuer Trust or to any Holder for such Administrative
Trustee's good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the


                                       30
<PAGE>

Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Holders to replace such other duties and liabilities of
the Administrative Trustees.

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

         (c)      If an Event of Default has occurred and is continuing, the
Property Trustee shall enforce this Trust Agreement for the benefit of the
Holders.

         (d)      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 Trust Agreement (including pursuant to Section 10.10), and no implied
covenants shall be read into this Trust Agreement against the Property Trustee.
If an Event of Default has occurred (that has not been cured or waived pursuant
to Section 5.14), the Property Trustee shall exercise such of the rights and
powers vested in it by this Trust Agreement, and use the same degree of care and
skill in its exercise thereof, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.

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

                  (i)      prior to the occurrence of any 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 Trust Agreement (including pursuant to Section 10.10),
                  and the Property Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Trust Agreement (including pursuant to
                  Section 10.10); 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 Trust Agreement; but in the case of
                  any such certificates or opinions that by any provision hereof
                  or of the Trust Indenture Act 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 Trust Agreement;


                                       31
<PAGE>

                  (ii)     the Property Trustee shall not be liable for any
         error of judgment made in good faith by an authorized officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                  (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 at least a Majority in
         Liquidation Amount of the Capital Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Property Trustee, or exercising any trust or power conferred
         upon the Property Trustee under this Trust Agreement;

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

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

                  (vi)     the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the
         Depositor with their respective duties under this Trust Agreement, nor
         shall the Property Trustee be liable for the default or misconduct of
         any other Issuer Trustee, the Administrative Trustees or the Depositor;
         and

                  (vii)    subject to Section 8.1(c), no provision of this Trust
         Agreement 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 the Property Trustee shall have reasonable grounds
         for believing that the repayment of such funds or liability is not
         reasonably assured to it under the terms of this Trust Agreement or
         adequate indemnity against such risk or liability is not reasonably
         assured to it.

         (f)      The Administrative Trustees shall not be responsible for
monitoring the compliance by the other Issuer Trustees or the Depositor with
their respective duties under this Trust Agreement, nor shall either
Administrative Trustee be liable for the default or misconduct of any other
Issuer Trustee or the Depositor.

Section 8.2.    Certain Notices.

         (a)      Within ten days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Holders and the Administrative Trustees, unless such Event of
Default shall have been cured or waived.

         (b)      Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such exercise
to the


                                       32
<PAGE>

Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

         (c)      The Property Trustee shall not be deemed to have knowledge of
any Event of Default unless the Property Trustee shall have received written
notice or a Responsible Officer of the Property Trustee charged with the
administration of this Trust Agreement shall have obtained actual knowledge of
such Event of Default.

Section 8.3.    Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

         (a)      the Property Trustee may rely and shall be protected in acting
or refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (b)      if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein, or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Capital Securities are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor's opinion as to the course of action to be
taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed to take, or refrain
from taking, by the Depositor; provided, however, that if the Depositor fails to
deliver such opinion within ten Business Days after the Property Trustee has
delivered such notice, or such reasonably shorter period of time set forth in
such notice (which to the extent practicable shall not be less than two Business
Days), the Property Trustee shall take such action, or refrain from taking such
action, not inconsistent with this Trust Agreement, as the Property Trustee
shall deem advisable and in the best interests of the Holders, in which event
the Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

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

         (d)      any direction or act of an Administrative Trustee contemplated
by this Trust Agreement shall be sufficiently evidenced by a certificate
executed by such Administrative Trustee and setting forth such direction or act;

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

         (f)      the Property Trustee may consult with counsel (which counsel
may be counsel to the Depositor or any of its Affiliates, and may include any of
its employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice; the Property Trustee shall have the right at any time to seek


                                       33
<PAGE>

instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

         (g)      the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction; provided that nothing contained
in this Section 8.3(g) 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 Trust Agreement;

         (h)      the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;

         (i)      the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or misconduct with respect to selection of any agent or
attorney appointed by it hereunder;

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

         (k)      except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement.

         (l)      No provision of this Trust Agreement shall be deemed to impose
any duty or obligation on any Issuer 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 such Person 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 any Issuer Trustee shall be construed
to be a duty.

Section 8.4.    Issuer Trustees Not Responsible for Recitals or Issuance of
                Securities.

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


                                       34
<PAGE>

Section 8.5.    Issuer Trustees May Hold Securities.

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

Section 8.6.    Compensation; Indemnity; Fees.

         The Depositor agrees:

         (a)      to pay to the Issuer Trustees from time to time such
reasonable compensation for all services rendered by them hereunder as may be
separately agreed by the Depositor and the Issuer Trustees 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);

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

         (c)      to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any
Issuer Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Issuer Trustee, and (iv) any employee or agent of
the Issuer Trust (referred to herein as an "Indemnified Person") from and
against any loss, damage, liability, tax, penalty, expense or claim of any kind
or nature whatsoever incurred by such Indemnified Person by reason of the
creation, operation or dissolution of the Issuer Trust or any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Issuer Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by this Trust
Agreement, except that no Indemnified Person shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by such Indemnified Person by
reason of negligence, bad faith or willful misconduct with respect to such acts
or omissions.

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement and the removal or resignation of any Issuer Trustee.

         No Issuer Trustee may claim any Lien on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

         The Depositor and any Issuer Trustee 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 Issuer Trust, and
the Issuer Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement 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 Issuer Trust, shall not be deemed wrongful
or improper. Neither the Depositor nor any Issuer Trustee shall be obligated to
present any particular investment or other opportunity to the Issuer Trust even
if such opportunity is of a character that, if presented to the Issuer Trust,
could be taken by the Issuer Trust, and the Depositor and any Issuer Trustee
shall have the right to take for its own account (individually or as a partner
or




                                       35
<PAGE>

fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Issuer Trustee may engage or be interested in any financial or
other transaction with the Depositor or any Affiliate of the Depositor, or may
act as depository for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Depositor or its Affiliates.

Section 8.7.    Corporate Property Trustee Required; Eligibility of Issuer
                Trustees.

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national, Puerto Rico or state chartered bank and eligible pursuant to the
Trust Indenture Act to act as such and that has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section 8.7 and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Property
Trustee with respect to the Trust Securities shall cease to be eligible in
accordance with the provisions of this Section 8.7, it shall resign immediately
in the manner and with the effect hereinafter specified in this ARTICLE VIII. At
the time of appointment, the Property Trustee must have securities rated in one
of the three highest rating categories by a nationally recognized statistical
rating organization.

         (b)      There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
Trustee shall be either a natural person who is at least 21 years of age or a
legal entity that shall act through one or more persons authorized to bind that
entity.

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

Section 8.8.    Conflicting Interests.

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

         (b)      The Guarantee Agreement and the Indenture shall be deemed to
be specifically described in this Trust Agreement for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 8.9.    Co-Trustees and Separate Trustee.

         Unless and until a Debenture Event of Default shall have occurred and
be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of Common
Securities and the Administrative Trustees shall have the power to appoint one
or more Persons either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons


                                       36
<PAGE>

in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section. If a Debenture
Event of Default shall have occurred and be continuing, the Property Trustee
shall have the sole power to so appoint such a co-trustee or separate trustee,
and upon the written request of the Property Trustee, the Depositor and the
Administrative Trustees shall for such purpose join with the Property Trustee in
the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, such co-trustee or separate trustee. Any
co-trustee or separate trustee appointed pursuant to this Section shall either
be (i) a natural person who is at least 21 years of age and a resident of the
United States or Puerto Rico, or (ii) a legal entity with its principal place of
business in the United States or Puerto Rico that shall act through one or more
persons authorized to bind such entity.

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

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

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

         (b)      The rights, powers, duties, and obligations hereby conferred
or imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee or by the Property Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.

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

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

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


                                       37
<PAGE>

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

Section 8.10.   Resignation and Removal; Appointment of Successor.

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

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, in the case of the Property Trustee, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

         The Administrative Trustees, or any of them, may be removed at any time
by Act of the Holders of Common Securities delivered to the Relevant Trustee.

         The Property Trustee or the Delaware Trustee, or both of them, may be
removed by Act of the Holders of at least a Majority in Liquidation Amount of
the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and, in the case of the Property Trustee, on behalf of the Issuer
Trust) (i) for cause (including upon the occurrence of an Event of Default
described in subparagraph (d) of the definition thereof with respect to the
Relevant Trustee), or (ii) at any time if a Debenture Event of Default shall
have occurred and be continuing. Unless and until a Debenture Event of Default
shall have occurred and be continuing, the Property Trustee or the Delaware
Trustee, or both of them, may be removed at any time by Act of the Holders of
the Common Securities.

         If any Issuer Trustee shall resign, be removed or become incapable of
acting as an Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any cause, at any time when no Debenture Event of Default
shall have occurred and be continuing, the Holders of the Common Securities, by
Act of such Holders delivered to the Relevant Trustee, shall promptly appoint
such successor Issuer Trustee or Trustees, and the Relevant Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or
Delaware Trustee shall resign, be removed or become incapable of acting as
Issuer Trustee, as the case may be and a Debenture Event of Default shall have
occurred and be continuing, the Holders of the Capital Securities, by Act of the
Holders of not less than 25% in aggregate Liquidation Amount of the Capital
Securities then Outstanding delivered to such Relevant Trustee, may appoint a
successor Relevant Trustee or Trustees, and such successor Issuer Trustee shall
comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Holders of the Common
Securities or Capital Securities, as the case may be, and accepted appointment
in the manner required by Section 8.11, any Holder, on behalf of such Holder and
all others similarly situated, or any other Issuer Trustee, may petition any
court of competent jurisdiction for the appointment of a successor Relevant
Trustee.

         The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer Trustee
to all Holders in the manner provided in Section 10.8 and shall give notice to
the Depositor and to the Administrative Trustees. Each notice shall include the
name of the successor Relevant Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.


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<PAGE>

         Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Delaware Trustee who is a natural person dies or becomes, in
the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor being a Person who satisfies the
eligibility requirement for the Delaware Trustee set forth in Section 8.7).

Section 8.11.   Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Issuer Trust, and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Issuer Trust by more than one Relevant
Trustee, it being understood that nothing herein or in such amendment shall
constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, other
than the filing of an amendment to the Certificate of Trust to the extent
required under the Delaware Statutory Trust Act, shall become vested with all
the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on
request of the Issuer Trust or any successor Relevant Trustee such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and the
Issuer Trust.

         Upon request of any such successor Relevant Trustee, the Issuer Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

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

Section 8.12.   Merger, Conversion, Consolidation or Succession to Business.

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

Section 8.13.   Preferential Collection of Claims Against Depositor or Issuer
                Trust.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Issuer Trust (or any other obligor upon the Capital
Securities),


                                       39
<PAGE>

the Property Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Depositor or the Issuer Trust
(or any such other obligor).

Section 8.14.   Trustee May File Proofs of Claim.

         In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Issuer 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 Trust 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.

         (c)      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 Trust 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.

Section 8.15.   Reports by Property Trustee.

         (a)      Not later than February 28 of each year commencing with 2005,
the Property Trustee shall transmit to all Holders in accordance with Section
10.8, and to the Depositor, a brief report dated as of the immediately preceding
December 31 with respect to:

                  (i)      its eligibility under Section 8.7 or, in lieu
         thereof, if to the best of its knowledge it has continued to be
         eligible under said Section, a written statement to such effect;

                  (ii)     a statement that the Property Trustee has complied
         with all of its obligations under this Trust Agreement during the
         twelve-month period (or, in the case of the initial report, the period
         since the Closing Date) ending with such December 31 or, if the
         Property Trustee has not complied in any material respect with such
         obligations, a description of such noncompliance; and

                  (iii)    any change in the property and funds in its
         possession as Property Trustee since the date of its last report and
         any action taken by the Property Trustee in the performance of its
         duties hereunder which


                                       40
<PAGE>

         it has not previously reported and which in its opinion materially
         affects the Trust Securities.

         (b)      In addition, the Property Trustee shall transmit to Holders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

         (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
stock exchange, the Nasdaq National Market or such other exchange, interdealer
quotation system or self-regulatory organization upon which the Trust Securities
are listed or traded, with the Commission and with the Depositor.

Section 8.16.   Reports to the Property Trustee.

         Each of the Depositor and the Administrative Trustees shall provide to
the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. The
Depositor and the Administrative Trustees shall annually file with the Property
Trustee a certificate specifying whether such Person is in compliance with all
of the terms and covenants applicable to such Person hereunder.

Section 8.17.   Evidence of Compliance with Conditions Precedent.

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

Section 8.18.   Number of Issuer Trustees.

         (a)      The number of Issuer Trustees shall be four, unless the
Property Trustee also acts as the Delaware Trustee, in which case the number of
Issuer Trustees may be three.

         (b)      If an Issuer Trustee ceases to hold office for any reason, a
vacancy shall occur. The vacancy shall be filled with an Issuer Trustee
appointed in accordance with Section 8.10.

         (c)      The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Issuer Trustee shall not
operate to annul or dissolve the Issuer Trust.

Section 8.19.   Delegation of Power.

         (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.7(a) or making any governmental filing; and

         (b)      The Administrative Trustees shall have power to delegate from
time to time to such of their number the doing of such things and the execution
of such instruments either in the name of the Issuer 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 this Trust Agreement.


                                       41
<PAGE>

                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1.    Dissolution Upon Expiration Date.

         Unless earlier dissolved, the Issuer Trust shall automatically
dissolve, and its affairs be wound up, on December 1, 2035 (the "Expiration
Date"), following the distribution of the Trust Property in accordance with
Section 9.4.

Section 9.2.    Early Dissolution.

         The first to occur of any of the following events is an "Early
Dissolution Event":

         (a)      the occurrence of a Depositor Bankruptcy Event in respect of,
or the dissolution or liquidation of, the Depositor, in its capacity as the
Holder of the Common Securities, unless the Depositor shall transfer the Common
Securities as provided by Section 5.10, in which case this provision shall refer
instead to any such successor Holder of the Common Securities;

         (b)      the written direction to the Property Trustee from all of the
Holders of the Common Securities at any time to dissolve the Issuer Trust and to
distribute the Debentures to Holders in exchange for the Capital Securities
(which direction is optional and wholly within the discretion of the Holders of
the Common Securities);

         (c)      the redemption of all of the Capital Securities in connection
with the redemption or repayment of all the Debentures; and

         (d)      the entry of an order for dissolution of the Issuer Trust by a
court of competent jurisdiction.

Section 9.3.    Dissolution.

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

         (b)      As soon as practicable after the occurrence of an event
referred to in clause (a) above, and after satisfaction of liabilities to
creditors of the trust as required by applicable law, including Section 3808 of
the Statutory Trust Act, the Delaware Trustee, when notified in writing of the
completion of the winding up of the Trust in accordance with the Statutory Trust
Act, shall terminate the Trust by filing, at the expense of the Depositor, a
certificate of cancellation with the Secretary of State of the State of
Delaware.

Section 9.4.    Liquidation.

         (a)      If an Early Dissolution Event specified in clause (a), (b) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to each Holder a


                                       42
<PAGE>

Like Amount of Debentures, subject to Section 9.4(d). Notice of liquidation
shall be given by the Property Trustee by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Liquidation Date to
each Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All such notices of liquidation shall:

                  (i)      state the CUSIP Number of the Trust
         Securities;

                  (ii)     state the Liquidation Date;

                  (iii)    state that from and after the Liquidation Date, the
         Trust Securities will no longer be deemed to be Outstanding and any
         Trust Securities Certificates not surrendered for exchange will be
         deemed to represent a Like Amount of Debentures, or if Section 9.4(d)
         applies, a right to receive a Liquidating Distribution; and

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

         (b)      Except where Section 9.2(c) or Section 9.4(d) applies, in
order to effect the liquidation of the Issuer Trust and distribution of the
Debentures to Holders, the Property Trustee, either itself acting as exchange
agent or through the appointment of a separate exchange agent, shall establish a
record date for such distribution (which shall be not more than 30 days prior to
the Liquidation Date) and, establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c)      Except where Section 9.2(c) or Section 9.4(d) applies, after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
Certificates to the exchange agent for exchange, (iii) the Depositor shall use
its best efforts to have the Debentures listed on a national stock exchange, the
Nasdaq National Market or such other exchange, interdealer quotation system or
self-regulatory organization as the Capital Securities are then listed, (iv) any
Trust Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Debentures bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Trust
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal will
be made to Holders of Trust Securities Certificates with respect to such
Debentures) and (v) all rights of Holders holding Trust Securities will cease,
except the right of such Holders to receive Debentures upon surrender of Trust
Securities Certificates.

         (d)      If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practical, or if an Early
Dissolution Event specified in Section 9.2(c) occurs, the Trust Property shall
be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up,
by the Property Trustee in such manner as the Property Trustee determines. In
such event, on the date of the dissolution, winding-up or other termination of
the Issuer Trust, Holders will be entitled to receive out of the assets of the
Issuer Trust available for distribution to Holders, after satisfaction of
liabilities to creditors of the Issuer Trust as provided by applicable law, an
amount equal to the Liquidation Amount per Trust Security plus accumulated and
unpaid


                                       43
<PAGE>

Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, winding up or termination, the
Liquidation Distribution can be paid only in part because the Issuer Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis
(based upon Liquidation Amounts). The Holders of the Common Securities will be
entitled to receive Liquidation Distributions upon any such dissolution,
winding-up or termination pro rata (determined as aforesaid) with Holders of
Capital Securities, except that, if a Debenture Event of Default specified in
Section 501(1) or 501(2) of the Indenture has occurred and is continuing, the
Capital Securities shall have a priority over the Common Securities as provided
in Section 4.3.

Section 9.5.    Mergers, Consolidations, Amalgamations or Replacements of Issuer
                Trust.

         The Issuer Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Holders of the Common Securities,
with the consent of the Administrative Trustees, but without the consent of the
Holders of the Capital Securities, the Property Trustee or the Delaware Trustee,
the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any state or Puerto
Rico; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Issuer Trust with respect to the Capital Securities,
or (b) substitutes for the Capital Securities other securities having
substantially the same terms as the Capital Securities (the "Successor
Securities") so long as the Successor Securities have the same priority as the
Capital Securities with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) a trustee of such successor entity possessing the
same powers and duties as the Property Trustee is appointed to hold the
Debentures, (iii) the Successor Securities are listed, or any Successor
Securities will be listed upon notice of issuance, on a national securities
exchange, the Nasdaq National Market or such other exchange, interdealer
quotation system of self-regulatory organization as the Capital Securities are
then listed, if any, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities (including
any Successor Securities) 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 of the Capital Securities (including
any Successor Securities) in any material respect, (vi) such successor entity
has a purpose substantially identical to that of the Issuer Trust, (vii) prior
to such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, the Depositor has received an Opinion of Counsel to the effect that
(a) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
Holders of the Capital Securities (including any Successor Securities) in any
material respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act, and (viii) the Depositor or its permitted transferee
owns all of the Common Securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of Holders of all of the
Capital Securities, consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other


                                       44
<PAGE>

entity to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Issuer Trust or the successor entity to be taxable as a
corporation or classified as other than a grantor trust for United States
federal or Puerto Rico income tax purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.1.   Limitation of Rights of Holders.

         Except as set forth in Section 9.2, the death or incapacity of any
person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such person or any Holder for such person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

Section 10.2.   Amendment.

         (a)      This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Holders of all of the Common Securities, without
the consent of any Holder of the Capital Securities, (i) to cure any ambiguity,
correct or supplement any provision herein that may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Trust Agreement, which shall not be inconsistent
with the other provisions of this Trust Agreement, or (ii) to modify, eliminate
or add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Issuer Trust will not be taxable as a corporation
or classified as other than a grantor trust for United States federal or Puerto
Rico income tax purposes at all times that any Trust Securities are outstanding
or to ensure that the Issuer Trust will not be required to register as an
"investment company" under the Investment Company Act; provided, however, that
in the case of either clause (i) or (ii), such action shall not adversely affect
in any material respect the interests of any Holder.

         (b)      Except as provided in Section 10.2(c), any provision of this
Trust Agreement may be amended by the Administrative Trustees, the Property
Trustee, and the Holders of all of the Common Securities and with (i) the
consent of Holders of at least a Majority in Liquidation Amount of the Capital
Securities, and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Issuer Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust or cause the Issuer Trust to be taxable as a
corporation or as other than a grantor trust for United States Federal or Puerto
Rico income tax purposes or affect the Issuer Trust's exemption from status as
an "investment company" under the Investment Company Act.

         (c)      In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or Section 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date, or (ii) restrict the right of a Holder to institute suit for the
enforcement of any such payment on or after such date; and notwithstanding any
other provision herein, without the unanimous consent of the Holders (such
consent being obtained in accordance with Section 6.3 or Section 6.6 hereof),
this Section 10.2(c) may not be amended.


                                       45
<PAGE>

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

         (e)      Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor and the Administrative Trustees,
this Trust Agreement may not be amended in a manner that imposes any additional
obligation on the Depositor or the Administrative Trustees.

         (f)      Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Property Trustee, this Trust Agreement may
not be amended in a manner that imposes any additional obligation on the
Property Trustee.

         (g)      Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Delaware Trustee, this Trust Agreement may
not be amended in a manner that imposes any additional obligation on the
Delaware Trustee.

         (h)      In the event that any amendment to this Trust Agreement is
made, the Administrative Trustees or the Property Trustee shall promptly provide
to the Depositor a copy of such amendment.

         (i)      Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement that affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

Section 10.3.   Separability.

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

Section 10.4.   Governing Law.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, AND THE ISSUER TRUSTEES WITH RESPECT
TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

Section 10.5.   Payments Due on Non-Business Day.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day, with the same
force and effect as though made on the date fixed for such payment, and no
Distributions shall accumulate on such unpaid amount for the period after such
date.

Section 10.6.   Successors.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Issuer Trust, and any Issuer


                                       46
<PAGE>

Trustee, including any successor by operation of law. Except in connection with
a consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

Section 10.7.   Headings.

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

Section 10.8.   Reports, Notices and Demands.

         Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to Popular, Inc., 209 Munoz Rivera Avenue,
San Juan, Puerto Rico 00918, Attention: Principal Financial Officer, or to such
other address as may be specified in a written notice by the Holder of the
Common Securities or the Depositor, as the case may be, to the Property Trustee.
Such notice, demand or other communication to or upon a Holder shall be deemed
to have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission. Such notice, demand or other communication to or upon
the Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

         Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative
Trustees or the Issuer Trust shall be given in writing addressed to such Person
as follows: (a) with respect to the Property Trustee, to J.P. Morgan Trust
Company, National Association, _______________________________________________
___________________, Attention: ________________________________________; (b)
with respect to the Delaware Trustee, to Chase Manhattan Bank USA, National
Association, _________________________________________________________________;
(c) with respect to the Administrative Trustees, to them at c/o Popular, Inc.,
Popular Center Building, 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918,
marked "Attention: Administrative Trustees of Popular Capital Trust II"; and (d)
with respect to the Issuer Trust, to its principal office specified in Section
2.2, with a copy to the Property Trustee. Such notice, demand or other
communication to or upon the Issuer Trust, the Property Trustee or the
Administrative Trustees shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Issuer Trust, the Property
Trustee or such Administrative Trustee.

Section 10.9.   Agreement Not to Petition.

         Each of the Issuer Trustees and the Depositor agree for the benefit of
the Holders that, until at least one year and one day after the Issuer Trust has
been dissolved in accordance with ARTICLE IX, they shall not file, or join in
the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including the United States
Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the
commencement of any proceeding against the Issuer Trust under any Bankruptcy
Law. If the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest


                                       47
<PAGE>

the filing of such petition by the Depositor against the Issuer Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be stopped and precluded therefrom
and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer
Trust may assert.

Section 10.10.  Trust Indenture Act; Conflict with Trust Indenture Act.

         (a)      This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions. Except as otherwise
expressly provided herein, if and to the extent that any provision of this Trust
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

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

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

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

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS
OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS
OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

Section 10.12.  Counterparts.

         This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement 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.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       48
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                   POPULAR, INC.



                                   By: /s/ Richard Barrios
                                      --------------------------------
                                   Name:     Richard Barrios
                                   Title:    Senior Vice President and Treasurer


                                   J.P. MORGAN TRUST COMPANY,
                                      NATIONAL ASSOCIATION,
                                   as Property Trustee



                                   By: /s/ George Reaves
                                      --------------------------------
                                             Authorized Signature


                                   CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION,
                                   as Delaware Trustee


                                   By: /s/ John Cashin
                                      --------------------------------
                                             Authorized Signature


                                   POPULAR CAPITAL TRUST II



                                   By: /s/ Richard Barrios
                                      --------------------------------
                                   Name:     Richard Barrios
                                   Title:    Administrative Trustee


                                       49



<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST


                                    Exh. A-1
<PAGE>

                                                                       EXHIBIT B

                      FORM OF COMMON SECURITIES CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF
THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST
AGREEMENT

Certificate Number _______                   Number of Common Securities _______

                    Certificate Evidencing Common Securities

                           of Popular Capital Trust II

                            6.125% Common Securities

                  (liquidation amount $25 per Common Security)

         Popular Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Issuer Trust"), hereby certifies that Popular, Inc.
(the "Holder") is the registered owner of _______________________ (___________)
Common Securities of the Issuer Trust representing undivided common beneficial
interests in the assets of the Issuer Trust and designated the _____% Common
Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). Except in accordance with the Trust Agreement (as defined below),
the Common Securities are not transferable and any attempted transfer hereof
other than in accordance therewith shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of Trust and
Trust Agreement of the Issuer Trust, dated as of November 30, 2004, as the same
may be amended from time to time (the "Trust Agreement"), among Popular, Inc.,
as Depositor, J.P. Morgan Trust Company, National Association, as Property
Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee,
and the Holders of Trust Securities, including the designation of the terms of
the Common Securities as set forth therein. The Issuer Trust will furnish a copy
of the Trust Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business or registered office. Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

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

                                               POPULAR CAPITAL TRUST II



                                               By:
                                                    ------------------------
                                               Name:
                                               Title: Administrative Trustee


                                    Exh. B-1
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Common Securities referred to in the above mentioned
Trust Agreement.

Dated: November 30, 2004                       J.P. MORGAN TRUST COMPANY,
                                                  NATIONAL ASSOCIATION,
                                               as Property Trustee


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


                                    Exh. B-2
<PAGE>

                                                                       EXHIBIT C

                  FORM OF GLOBAL CAPITAL SECURITIES CERTIFICATE

         This Capital Securities Certificate is a Book-Entry Capital Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of a Clearing Agency or a nominee of a Clearing
Agency. This Capital Securities Certificate is exchangeable for Capital
Securities Certificates registered in the name of a person other than the
Clearing Agency or its nominee only in the limited circumstances described in
the Trust Agreement and may not be transferred except as a whole by the Clearing
Agency to a nominee of the Clearing Agency or by a nominee of the Clearing
Agency to the Clearing Agency or another nominee of the Clearing Agency, except
in the limited circumstances described in the Trust Agreement.

         Unless this Capital Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Popular Capital Trust II or its agent for registration of transfer, exchange
or payment, and any Capital Security Certificate issued is registered in the
name of Cede & Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

         NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR
ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR THE
REQUIREMENTS OF U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1 ARE
SATISFIED SUCH THAT THE CAPITAL SECURITIES CERTIFICATE HELD BY THE PURCHASER OR
HOLDER DOES NOT CONSTITUTE "PLAN ASSETS" AND, IN THE CASE OF ANY PURCHASER OR
HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR
84-14 OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED
WITH ANY REQUEST BY THE DEPOSITOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL
OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY
PURCHASER OR HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST
HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF
THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING
SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) IS
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1
OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR
HOLDING OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1.


                                    Exh. C-1
<PAGE>

Certificate Number _____                     Number of Capital Securities _____

CUSIP NO.

                    Certificate Evidencing Capital Securities
                           of Popular Capital Trust II
                        6.125% Trust Preferred Securities
                  (liquidation amount $25 per Capital Security)

         Popular Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Issuer Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of _________________________________
(____________) Capital Securities of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
Popular Capital Trust II 6.125% Trust Preferred Securities (liquidation amount
$25 per Capital Security) (the "Capital Securities"). The Capital Securities are
transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer as provided in the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities are set forth in, and this
certificate and the Capital Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as
of November 30, 2004, as the same may be amended from time to time (the "Trust
Agreement"), among Popular, Inc., as Depositor, J.P. Morgan Trust Company,
National Association, as Property Trustee, Chase Manhattan Bank USA, National
Association, as Delaware Trustee, and the Holders of Trust Securities, including
the designation of the terms of the Capital Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement, dated as of
November 30, 2004, (the "Guarantee Agreement"), by and between Popular, Inc., as
Guarantor, and J.P. Morgan Trust Company, National Association, as Guarantee
Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of
the Issuer Trust Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal place of
business or registered office.

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

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

                                                  POPULAR CAPITAL TRUST II



                                                  By:
                                                     --------------------------
                                                  Name:
                                                  Title: Administrative Trustee


                                    Exh. C-2
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Capital Securities referred to in the above
mentioned Trust Agreement.

Dated: November 30, 2004                          J.P. MORGAN TRUST COMPANY,
                                                    NATIONAL ASSOCIATION,
                                                  as Property Trustee



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


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to: _____________________________________________ (Insert assignee's
social security or tax identification number) ___________________ (Insert
address and zip code of assignee) and irrevocably appoints
____________________________________________ agent to transfer this Capital
Security Certificate on the books of the Issuer Trust. The agent may substitute
another to act for him or her.

Dated:________________         Signature:___________________________________

                                    (Sign exactly as your name appears on the
                                    other side of this Capital Security
                                    Certificate) The signature(s) should be
                                    guaranteed by an eligible guarantor
                                    institution (banks, stockbrokers, savings
                                    and loan associations and credit unions with
                                    membership in an approved signature
                                    guarantee medallion program), pursuant to
                                    S.E.C. Rule 17Ad-15.


                                    Exh. C-3