<PAGE>

                                                                     EXHIBIT 4.4

                              DECLARATION OF TRUST

                                       OF

                              R&G CAPITAL TRUST III

                            DATED AS OF JULY 22, 2003

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      ----
<S>                   <C>                                                                                             <C>
                                                               ARTICLE I
                                                              DEFINITIONS

SECTION 1.1           Definitions..............................................................................         1

                                                              ARTICLE II
                                                             ORGANIZATION

SECTION 2.1           Name.....................................................................................         3
SECTION 2.2           Office...................................................................................         4
SECTION 2.3           Purpose..................................................................................         4
SECTION 2.4           Authority................................................................................         4
SECTION 2.5           Title to Property of the Trust...........................................................         4
SECTION 2.6           Powers of the Administrative Trustees....................................................         4
SECTION 2.7           Filing of Certificate of Trust...........................................................         5
SECTION 2.8           Duration of Trust........................................................................         5
SECTION 2.9           Responsibilities of the Sponsor..........................................................         5
SECTION 2.10          Declaration Binding on Holders of Securities.............................................         5

                                                              ARTICLE III
                                                               TRUSTEES

SECTION 3.1           Trustees.................................................................................         6
SECTION 3.2           Delaware Trustee.........................................................................         6
SECTION 3.3           Execution of Documents...................................................................         7
SECTION 3.4           Not Responsible for Recitals or Sufficiency of Declaration...............................         7

                                                              ARTICLE IV
                                                 LIMITATION OF LIABILITY OF HOLDERS OF
                                                    SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1           Exculpation..............................................................................         7
SECTION 4.2           Fiduciary Duty...........................................................................         7
SECTION 4.3           Indemnification..........................................................................         8
SECTION 4.4           Outside Businesses.......................................................................        11

                                                               ARTICLE V
                                                AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1           Amendments...............................................................................        11
SECTION 5.2           Termination of Trust.....................................................................        11
SECTION 5.3           Governing Law............................................................................        12
SECTION 5.4           Headings.................................................................................        12
SECTION 5.5           Successors and Assigns...................................................................        12
SECTION 5.6           Partial Enforceability...................................................................        12
SECTION 5.7           Counterparts.............................................................................        12
</TABLE>

                                       i

<PAGE>

                              DECLARATION OF TRUST
                                       OF
                              R&G CAPITAL TRUST III

                                  July 22, 2003

         DECLARATION OF TRUST ("Declaration") dated and effective as of July 22,
2003 by the Trustees (as defined herein), the Sponsor (as defined herein), and
by the holders, from time to time, of undivided beneficial interests in the
assets of the Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Statutory Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust, (ii) holding certain Debentures
of the Debenture Issuer (each as defined herein) and (iii) engaging in only
those other activities that are necessary or incidental thereto; and

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

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1       Definitions.

                  Unless the context otherwise requires:

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

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

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

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

                           (e)      a reference to the singular includes the
                                    plural and vice versa;

                                       1

<PAGE>

                           (f)      a reference to any Person shall include its
                                    successors and assigns;

                           (g)      a reference to any agreement or instrument
                                    shall mean such agreement or instrument as
                                    supplemented, modified, amended and restated
                                    and in effect from time to time; and

                           (h)      a reference to any statute, law, rule or
                                    regulation, shall include any amendments
                                    thereto and any successor, statute, law,
                                    rule or regulation.

                  "Administrative Trustees" means any Trustee other than the
Delaware Trustee and the Property Trustee.

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

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

                  "Capital Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

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

                  "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

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

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

                  "Covered Person" means any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or the Trust's
Affiliates.

                  "Debenture Issuer" means the Company in its capacity as the
issuer of the Debentures under the Indenture.

                  "Debentures" means Debentures to be issued by the Debenture
Issuer and acquired by the Trust.

                                       2

<PAGE>

                  "Debenture Trustee" means the original trustee under the
Indenture until a successor is appointed thereunder, and thereafter means any
such successor trustee.

                  "Delaware Trustee" has the meaning set forth in Section 3.1.

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

                  "Fiduciary Indemnified Person" has the meaning set forth in
Section 4.3(b).

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

                  "Indenture" means the indenture to be entered into between the
Debenture Issuer and the Debenture Trustee pursuant to which the Debentures are
to be issued.

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

                  "Property Trustee" has the meaning set forth in Section 3.1.

                  "Securities" means collectively the Common Securities and the
Capital Securities.

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

                  "Sponsor" means the Company in its capacity as sponsor of the
Trust.

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

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

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1       Name.

                  The Trust created by this Declaration is named "R&G Capital
Trust III." The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

                                       3

<PAGE>

SECTION 2.2       Office.

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

SECTION 2.3       Purpose.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities, (b) to purchase and hold certain Debentures of the
Debenture Issuer and (c) to engage in only those other activities necessary,
advisable or incidental thereto. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause
the Trust not to be classified for Puerto Rico income tax purposes as an
ordinary Trust.

SECTION 2.4       Authority.

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

SECTION 2.5       Title to Property of the Trust.

                  Legal title to all assets of the Trust shall be vested in the
Trust.

SECTION 2.6       Powers of the Administrative Trustees.

                  The Administrative Trustees shall have the exclusive power and
authority to cause the Trust to engage in the following activities:

                  (a)      to issue and sell the Capital Securities and the
Common Securities in accordance with this Declaration; provided, however, that
the Trust may issue no more than one series of Capital Securities and no more
than one series of Common Securities, and, provided, further, that there shall
be no interests in the Trust other than the Securities;

                  (b)      in connection with the issue and sale of the Capital
Securities, to:

                           (i)      file with the Commission (the "Commission")
                                    and execute, on behalf of the Trust: (a) a
                                    Registration Statement on Form S-3, or other
                                    appropriate form (the "1933 Act Registration
                                    Statement"), including pre-effective or
                                    post-effective amendments to the 1933 Act
                                    Registration Statement, relating to the
                                    registration under the Securities Act of
                                    1933, as amended (the "1933 Act"),

                                       4

<PAGE>

                                    of the Capital Securities of the Trust, and
                                    (b) any preliminary prospectus or prospectus
                                    or supplement thereto relating to the
                                    Capital Securities required to be filed
                                    pursuant to the 1933 Act;

                           (ii)     execute, deliver and perform on behalf of
                                    the Trust a placement agreement with the
                                    Sponsor and the placement agent of the
                                    Capital Securities of the Trust;

                           (iii)    execute and enter into a subscription
                                    agreement, providing for the sale of the
                                    Common Securities;

                  (c)      to employ or otherwise engage employees and agents
(who may be designated as officers with titles) and managers, contractors,
advisors, and consultants and provide for reasonable compensation for such
services;

                  (d)      to incur expenses that are necessary or incidental to
carry out any of the purposes of this Declaration, which expenses shall be paid
for the Sponsor in all respects; and

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

SECTION 2.7       Filing of Certificate of Trust.

                  On or after the date of execution of this Declaration, the
Trustees shall cause the filing of the Certificate of Trust for the Trust in the
form attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION 2.8       Duration of Trust.

                  The Trust, absent termination pursuant to the provisions of
Section 5.2, shall have existence for thirty (30) years from the date hereof.

SECTION 2.9       Responsibilities of the Sponsor.

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

                  (a)      to prepare the 1933 Act Registration Statement, and
any preliminary prospectus or prospectus or supplement thereto with respect to
the Capital Securities, including in each case, any amendments or supplements
thereto; and

                  (b)      to negotiate the terms of subscription agreement and
the placement agreement with the placement agent providing for the sale of the
Common Securities and Capital Securities, respectively.

SECTION 2.10      Declaration Binding on Holders of Securities.

                  Every Person by virtue of having become a holder of a Security
or any interest therein in accordance with the terms of this Declaration, shall
be bound by this Declaration.

                                       5

<PAGE>

                                  ARTICLE III
                                    TRUSTEES

SECTION 3.1       Trustees.

                  The number of Trustees initially shall be three (3), and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor. The Sponsor is
entitled to appoint or remove without cause any Trustee at any time; provided,
however that the number of Trustees shall in no event be less than two (2);
provided further that (1) one Trustee, in the case of a natural person, shall be
a person who is a resident of the State of Delaware or which, if not a natural
person, is an entity which has its principal place of business in the Statement
of Delaware (the "Delaware Trustee") and (2) there shall be at least one
Administrative Trustee who is an officer of the Sponsor.

                  Except as expressly set forth in this Declaration, if there
are more than two Administrative Trustees, any power of such Administrative
Trustees may be exercised by, or with the consent of, a majority of such
Administrative Trustees; provided that if there are two Administrative Trustees,
any power of such Administrative Trustees shall be exercised by both
Administrative Trustees; provided further that if there is only one
Administrative Trustee, all powers of the Administrative Trustees shall be
exercised by such one Administrative Trustee.

                  The initial Administrative Trustee(s) shall be:

                           Victor J. Galan
                           Joseph R. Sandoval

                  The initial Delaware Trustee shall be:

                           Wilmington Trust Company

                  Prior to the issuance of the Capital Securities and Common
Securities, the Sponsor shall appoint another trustee (the "Property Trustee")
meeting the requirements of the Trust Indenture Act of 1939, as amended, by the
execution of an amendment to this Declaration executed by the Administrative
Trustees, the Sponsor, the Property Trustee and the Delaware Trustee.

SECTION 3.2       Delaware Trustee.

                  Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities, of the
Administrative Trustees described in this Declaration. The Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Statutory Trust Act. Notwithstanding
anything herein to the contrary, the Delaware Trustee shall not be liable for
the acts or omissions to act of the Trust or of the Administrative Trustees
except such acts as the Delaware Trustee is expressly obligated or authorized to
undertake under this Declaration or the Statutory Trust Act and except for the
gross negligence or willful misconduct of the Delaware Trustee.

                                       6

<PAGE>

SECTION 3.3       Execution of Documents.

                  (a)      Unless otherwise determined by the Administrative
Trustees, and except as otherwise required by the Statutory Trust Act, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 2.6; and

                  (b)      an Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 2.6.

SECTION 3.4       Not Responsible for Recitals or Sufficiency of Declaration.

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

                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1       Exculpation.

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

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

SECTION 4.2       Fiduciary Duty.

                  (a)      To the extent that, at law or in equity, an
Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered

                                       7

<PAGE>

Person, an Indemnified Person acting under this Declaration shall not be liable
to the Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity, are agreed by the parties hereto to
replace such other duties and liabilities of such Indemnified Person;

                  (b)      unless otherwise expressly provided herein:

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

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

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

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

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

SECTION 4.3       Indemnification.

                  (a)      (i)         The Sponsor shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys

                                       8

<PAGE>

fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Company Indemnified Person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

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

                           (iii)    To the extent that a Company Indemnified
Person shall be successful on the merits or otherwise (including dismissal of an
action without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 4.3(a), or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent permitted
by law, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                           (iv)     Any indemnification under paragraphs (i) and
(ii) of this Section 4.3(a) (unless ordered by a court) shall be made by the
Sponsor only as authorized in the specific case upon a determination that
indemnification of the Company Indemnified Person is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs
(i) and (ii). Such determination shall be made (1) by the Administrative
Trustees by a majority vote of quorum consisting of such Administrative Trustees
who were not parties to such action, suit or proceeding, (2) if such a quorum is
not obtainable, or, even if obtainable, if a quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written
opinion, or (3) by the Common Security Holder of the Trust.

                           (v)      Expenses (including attorneys fees) incurred
by a Company Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 4.3(a) shall be paid by the Sponsor in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it

                                       9

<PAGE>

shall ultimately be determined that he is not entitled to be indemnified by the
Sponsor as authorized in this Section 4.3(a). Notwithstanding the foregoing, no
advance shall be made by the Sponsor if a determination is reasonably and
promptly made (i) by the Administrative Trustees by a majority vote of a quorum
of disinterested Administrative Trustees, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion or (iii)
the Common Security Holder of the Trust, that, based upon the facts known to the
Administrative Trustees, counsel or the Common Security Holder at the time such
determination is made, such Company Indemnified Person acted in bad faith or in
a manner that such person did not believe to be in or not opposed to the best
interests of the Trust, or, with respect to any criminal proceeding, that such
Company Indemnified Person believed or had reasonable cause to believe his
conduct was unlawful. In no event shall any advance be made in instances where
the Administrative Trustees, independent legal counsel or the Common Security
Holder reasonably determine that such person deliberately breached his duty to
the Trust or the Common Security or Capital Security Holders.

                           (vi)     The indemnification and advancement of
expenses provided by, or granted pursuant to, the other paragraphs of this
Section 4.3(a) shall not be deemed exclusive of any other rights to which those
seeking indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Sponsor or
Capital Security Holders of the Trust or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. All rights to indemnification under this Section 4.3(a) shall be deemed
to be provided by a contract between the Sponsor and each Company Indemnified
Person who serves in such capacity at any time while this Section 4.3(a) is in
effect. Any repeal or modification of this Section 4.3(a) shall not affect any
rights or obligations then existing.

                           (vii)    The Sponsor or the Trust may purchase and
maintain liability insurance on behalf of any person who is or was a Company
Indemnified Person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Sponsor would have the power to indemnify him against such liability under
the provisions of this Section 4.3(a).

                           (viii)   For purposes of this Section 4.3(a),
references to "the Trust" shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is or
was a director, trustee, officer or employee of such constituent entity, or is
or was serving at the request of such constituent entity as a director, trustee,
officer, employee or agent of another entity, shall stand in the same position
under the provisions of this Section 4.3(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if its
separate existence had continued.

                           (ix)     The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 4.3(a) shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a Company Indemnified Person and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                       10

<PAGE>

                  (b)      The Sponsor agrees to indemnify (i) the Delaware
Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Delaware Trustee (each of the Persons in
(i) through (iii) being referred to as a "Fiduciary Indemnified Person") for,
and to hold each Fiduciary Indemnified Person harmless against, any loss,
liability or expense incurred without gross negligence or bad faith or its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 4.3(b) shall survive the termination of
this Declaration and the resignation or removal of the Delaware Trustee.

SECTION 4.4       Outside Businesses.

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

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1       Amendments.

                  At any time before the issue of any Securities, this
Declaration may be amended by, and only by, a written instrument executed by all
of the Administrative Trustees and the Sponsor, provided, however, that if such
amendment affects the rights, privileges, immunities, duties or obligations of
the Delaware Trustee, the Declaration may be amended only upon the Delaware
Trustee's prior written consent.

SECTION 5.2       Termination of Trust.

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

                                       11

<PAGE>

                           (i)      upon the occurrence of an Event of Default
                                    described in section 501(d) or (c) of the
                                    Indenture with respect to the Sponsor;

                           (ii)     upon the filing of a certificate of
                                    dissolution or its equivalent with respect
                                    to the Sponsor or the revocation of the
                                    Sponsor's charter or of the Trust's
                                    certificate of trust;

                           (iii)    upon the entry of a decree of judicial
                                    dissolution of the Sponsor or the Trust; and

                           (iv)     before issuance of any Securities, with the
                                    consent of all of the Administrative
                                    Trustees and the Sponsor.

                  (b)      Upon completion of the winding up of the Trust and as
soon as is practicable after the occurrence of an event referred to in Section
5.2(a), the Administrative Trustees shall file a certificate of cancellation
with the Secretary of State of the State of Delaware.

SECTION 5.3       Governing Law.

                  THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5.4       Headings.

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

SECTION 5.5       Successors and Assigns.

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

SECTION 5.6       Partial Enforceability.

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

SECTION 5.7       Counterparts.

                  This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as

                                       12

<PAGE>

though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

                                       13

<PAGE>

         IN WITNESS WHEREOF the undersigned have caused this Declaration to be
executed as of the day and year first above written.

                                         WILMINGTON TRUST COMPANY,
                                         as Delaware Trustee


                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                                         ADMINISTRATIVE TRUSTEE

                                         ______________________________________
                                         Name: Victor J. Galan

                                         ADMINISTRATIVE TRUSTEE

                                         _______________________________________
                                         Name: Joseph R. Sandoval

                                         R&G FINANCIAL CORPORATION,
                                         as Sponsor

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