<PAGE>

                                                                     EXHIBIT 4.7

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                            R&G FINANCIAL CORPORATION

                                       AND

                            WILMINGTON TRUST COMPANY

                            DATED AS OF ______, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                      Page No.
<S>                                                                                   <C>
ARTICLE I DEFINITIONS AND INTERPRETATION.............................................     1
         1.1        Definitions and Interpretation...................................     1
ARTICLE II TRUST INDENTURE ACT.......................................................     5
         2.1        Trust Indenture Act; Application.................................     5
         2.2        Lists of Holders of Securities...................................     5
         2.3        Reports by the Guarantee Trustee.................................     5
         2.4        Periodic Reports to Guarantee Trustee............................     6
         2.5        Evidence of Compliance with Conditions Precedent.................     6
         2.6        Events of Default; Waiver........................................     6
         2.7        Event of Default; Notice.........................................     6
ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE...........................     7
         3.1        Powers and Duties of the Guarantee Trustee.......................     7
         3.2        Certain Rights of Guarantee Trustee..............................     9
         3.3        Not Responsible for Recitals or Issuance of Guarantee............    11
ARTICLE IV GUARANTEE TRUSTEE.........................................................    11
         4.1        Guarantee Trustee; Eligibility...................................    11
         4.2        Appointment, Removal and Resignation of Guarantee Trustee........    12
ARTICLE V GUARANTEE                                                                      12
         5.1        Guarantee........................................................    12
         5.2        Waiver of Notice and Demand......................................    13
         5.3        Obligations not Affected.........................................    13
         5.4        Rights of Holders................................................    14
         5.5        Guarantee of Payment.............................................    14
         5.6        Subrogation......................................................    14
         5.7        Independent Obligations..........................................    15
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION.................................    15
         6.1        Limitation of Transactions.......................................    15
         6.2        Ranking..........................................................    15
ARTICLE VII TERMINATION..............................................................    16
         7.1        Termination......................................................    16
ARTICLE VIII INDEMNIFICATION.........................................................    16
         8.1        Exculpation......................................................    16
         8.2        Indemnification..................................................    17
ARTICLE IX MISCELLANEOUS.............................................................    17
         9.1        Successors and Assigns...........................................    17
         9.2        Amendments.......................................................    17
         9.3        Notices..........................................................    17
         9.4        Benefit..........................................................    18
         9.5        Governing Law....................................................    18
</TABLE>

                                      - i -

<PAGE>

                              CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
Section of Trust                                                  Section of
Indenture Act of                                                  Guarantee
1939, as amended                                                  Agreement
<S>                                                             <C>
     310(a)                                                     4.1(a)
     310(b)                                                     4.1(c), 2.8
     310(c)                                                     Not Applicable
     311(a)                                                     2.2(b)
     311(b)                                                     2.2(b)
     311(c)                                                     Not Applicable
     312(a)                                                     2.2(a)
     312(b)                                                     2.2(b)
     313                                                        2.3
     314(a)                                                     2.4
     314(b)                                                     Not Applicable
     314(c)                                                     2.5
     314(d)                                                     Not Applicable
     314(e)                                                     1.1, 2.5, 3.2
     314(f)                                                     2.1, 3.2
     315(a)                                                     3.1(d)
     315(b)                                                     2.7
     315(c)                                                     3.1
     315(d)                                                     3.1(d)
     316(a)                                                     1.1, 2.6, 5.4
     316(b)                                                     5.3
     317(a)                                                     3.1
     317(b)                                                     Not Applicable
     318(a)                                                     2.1(a)
     318(b)                                                     2.1
     318(c)                                                     2.1(b)
</TABLE>

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

                                     - ii -

<PAGE>

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

         This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of _____, 2003, is executed and delivered by
R&G FINANCIAL CORPORATION, a Puerto Rico corporation (the "Guarantor"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation (the "Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of R&G Capital Trust III, a
Delaware statutory business trust (the "Trust").

                                    RECITALS

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Trust Agreement"), dated as of _______, 2003, among the trustees of the Trust
named therein and the Guarantor, as sponsor, the Trust is issuing on the date
hereof up to 4,000,000 preferred securities, having an aggregate Liquidation
Amount of up to $100,000,000 designated the __% Cumulative Monthly Income Trust
Preferred Securities;

         WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder of the
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         1.1      Definitions and Interpretation.

         In this Preferred Securities Guarantee, unless the context otherwise
requires:

                  (a)      capitalized terms used in this Preferred Securities
                           Guarantee but not defined in the preamble above have
                           the respective meanings assigned to them in this
                           Section 1.1;

                  (b)      terms defined in the Trust Agreement as at the date
                           of execution of this Preferred Securities Guarantee
                           have the same meaning when used in this Preferred
                           Securities Guarantee, unless otherwise defined in
                           this Preferred Securities Guarantee;

                                     - 1 -

<PAGE>

                  (c)      a term defined anywhere in this Preferred Securities
                           Guarantee has the same meaning throughout;

                  (d)      all references to "the Preferred Securities
                           Guarantee" or "this Preferred Securities Guarantee"
                           are to this Preferred Securities Guarantee as
                           modified, supplemented or amended from time to time;

                  (e)      all references in this Preferred Securities Guarantee
                           to Articles and Sections are to Articles and Sections
                           of this Preferred Securities Guarantee, unless
                           otherwise specified;

                  (f)      a term defined in the Trust Indenture Act has the
                           same meaning when used in this Preferred Securities
                           Guarantee, unless otherwise defined in this Preferred
                           Securities Guarantee or unless the context otherwise
                           requires; and

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

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Business Day" means any day other than a Saturday, Sunday, a day on
which federal or State banking institutions in San Juan, Puerto Rico or New
York, New York are authorized or required by law, executive order or regulation
to close or a day on which the Corporate Trust Office of the Guarantee Trustee
is closed for business.

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

         "Covered Person" means any Holders or beneficial owner of Preferred
Securities.

         "Debentures" means the ___% Junior Subordinated Debentures due _______
__, 2033, of the Debenture Issuer held by the Property Trustee of the Trust.

         "Debenture Issuer" means R&G Financial Corporation, issuer of the
Debentures under the Indenture.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust: (i) any accrued and unpaid Distributions that are
required to be paid on such Preferred Securities, to the

                                     - 2 -

<PAGE>

extent the Trust shall have funds available therefor, (ii) the redemption price,
including all accrued and unpaid Distributions to the date of redemption (the
"Redemption Price"), to the extent the Trust has funds available therefor, with
respect to any Preferred Securities called for redemption by the Trust, and
(iii) upon a voluntary or involuntary dissolution, winding-up or termination of
the Trust (other than in connection with the distribution of Debentures to the
Holders in exchange for Preferred Securities as provided in the Trust
Agreement), the lesser of (a) the aggregate of the Liquidation Amount and all
accrued and unpaid Distributions on the Preferred Securities to the date of
payment, to the extent the Trust shall have funds available therefor (the
"Liquidation Distribution"), and (b) the amount of assets of the Trust remaining
available for distribution to the Holders in liquidation of the Trust.

         "Guarantee Trustee" means Wilmington Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Preferred Securities Guarantee and thereafter means each
such Successor Guarantee Trustee.

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

         "Holders" shall mean any holder, as registered on the books and records
of the Trust, of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holders" shall not include the Guarantor, the Guarantee Trustee or any of their
respective Affiliates.

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

         "Indenture" means the Indenture dated as of _________, 2003, among the
Debenture Issuer and Wilmington Trust Company, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued to the
Property Trustee of the Trust.

         "Liquidation Amount" means the stated value of $25 per Preferred
Security.

         "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

         "Majority in Liquidation Amount of the Preferred Securities" means the
holders of more than 50% of the Liquidation Amount of all of the Preferred
Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two authorized officers of such Person, at least one of
whom shall be the principal executive officer, principal financial officer,
principal accounting officer, treasurer or any vice president of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Preferred Securities Guarantee shall include:

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

                                      - 3 -

<PAGE>

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

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

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

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

         "Preferred Securities" means the __% Cumulative Monthly Income Trust
Preferred Securities representing undivided beneficial interests in the assets
of the Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

         "Redemption Price" has the meaning provided therefor in the definition
of Guarantee Payments.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee with direct
responsibility for the administration of this Preferred Securities Guarantee,
including any vice-president, any assistant vice-president, any assistant
secretary or other officer or assistant officer of the Guarantee Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.
                                     - 4 -

<PAGE>

                                   ARTICLE II

                               TRUST INDENTURE ACT

         2.1      Trust Indenture Act; Application.

                  (a)      This Preferred Securities Guarantee is subject to the
                           provisions of the Trust Indenture Act that are
                           required to be part of this Preferred Securities
                           Guarantee and shall, to the extent applicable, be
                           governed by such provisions.

                  (b)      If and to the extent that any provision of this
                           Preferred Securities Guarantee limits, qualifies or
                           conflicts with the duties imposed by Section 310 to
                           317, inclusive, of the Trust Indenture Act, such
                           imposed duties shall control.

         2.2      Lists of Holders of Securities.

                  (a)      In the event the Guarantee Trustee is not also acting
                           in the capacity of the Property Trustee under the
                           Trust Agreement, the Guarantor shall cause to be
                           provided to the Guarantee Trustee a list, in such
                           form as the Guarantee Trustee may reasonably require,
                           of the names and addresses of the Holders of the
                           Preferred Securities ("List of Holders") as of the
                           date (i) within one Business Day of the 15th of each
                           month, and (ii) at any other time within 30 days of
                           receipt by the Guarantor of a written request for a
                           List of Holders as of a date no more than 15 days
                           before such List of Holders is given to the Guarantee
                           Trustee; provided, that the Guarantor shall not be
                           obligated to provide such List of Holders at any time
                           the List of Holders does not differ from the most
                           recent List of Holders caused to have been given to
                           the Guarantee Trustee by the Guarantor. The Guarantee
                           Trustee may destroy any List of Holders previously
                           given to it on receipt of a new List of Holders.

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

         2.3      Reports by the Guarantee Trustee.

         On or before July 31 of each year, commencing July 31, 2004 the
Guarantee Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Guarantee Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

                                      - 5 -

<PAGE>

         2.4      Periodic Reports to Guarantee Trustee.

         The Guarantor shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

         2.5      Evidence of Compliance with Conditions Precedent.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Preferred
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

         2.6      Events of Default; Waiver.

         The Holders of a Majority in Liquidation Amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default and its consequences. Upon such waiver, any such Event
of Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Preferred
Securities Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

         2.7      Event of Default; Notice.

                  (a)      The Guarantee Trustee shall, within 90 days after the
                           occurrence of an Event of Default, transmit by mail,
                           first class postage prepaid, to the Holders of the
                           Preferred Securities, notices of all Events of
                           Default actually known to a Responsible Officer of
                           the Guarantee Trustee, unless such defaults have been
                           cured before the giving of such notice; provided,
                           that, except in the case of a default by Guarantor on
                           any of its payment obligations, the Guarantee Trustee
                           shall be protected in withholding such notice if and
                           so long as a Responsible Officer of the Guarantee
                           Trustee in good faith determines that the withholding
                           of such notice is in the interests of the Holders of
                           the Preferred Securities.

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


                                      - 6 -

<PAGE>

         2.8      Conflicting Interests.

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

                                  ARTICLE III

                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

         3.1      Powers and Duties of the Guarantee Trustee.

                  (a)      This Preferred Securities Guarantee shall be held by
                           the Guarantee Trustee for the benefit of the Holders
                           of the Preferred Securities, and the Guarantee
                           Trustee shall not transfer this Preferred Securities
                           Guarantee to any Person except a Holders of Preferred
                           Securities exercising his or her rights pursuant to
                           Section 5.4(b) or to a Successor Guarantee Trustee on
                           acceptance by such Successor Guarantee Trustee of its
                           appointment to act as Successor Guarantee Trustee.
                           The right, title and interest of the Guarantee
                           Trustee shall automatically vest in any Successor
                           Guarantee Trustee, and such vesting and cessation of
                           title shall be effective whether or not conveyancing
                           documents have been executed and delivered pursuant
                           to the appointment of such Successor Guarantee
                           Trustee.

                  (b)      If an Event of Default actually known to a
                           Responsible Officer of the Guarantee Trustee has
                           occurred and is continuing, the Guarantee Trustee
                           shall enforce this Preferred Securities Guarantee for
                           the benefit of the Holders of the Preferred
                           Securities.

                  (c)      The Guarantee 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 Preferred Securities Guarantee, and no
                           implied covenants shall be read into this Preferred
                           Securities Guarantee against the Guarantee Trustee.
                           In case an Event of Default has occurred (that has
                           not been cured or waived pursuant to Section 2.6) and
                           is actually known to a Responsible Officer of the
                           Guarantee Trustee, the Guarantee Trustee shall
                           exercise such of the rights and powers vested in it
                           by this Preferred Securities Guarantee, and use the
                           same degree of care and skill in its exercise
                           thereof, as a prudent person would exercise or use
                           under the circumstances in the conduct of his or her
                           own affairs.

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


                                      - 7 -

<PAGE>


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

                                    (B)      in the absence of bad faith on the
                                             part of the Guarantee Trustee, the
                                             Guarantee Trustee may conclusively
                                             rely, as to the truth of the
                                             statements and the correctness of
                                             the opinions expressed therein,
                                             upon any certificates or opinions
                                             furnished to the Guarantee Trustee
                                             and conforming to the requirements
                                             of this Preferred Securities
                                             Guarantee; but in the case of any
                                             such certificates or opinions that
                                             by any provision hereof are
                                             specifically required to be
                                             furnished to the Guarantee Trustee,
                                             the Guarantee Trustee shall be
                                             under a duty to examine the same to
                                             determine whether or not they
                                             conform to the requirements of this
                                             Preferred Securities Guarantee;

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

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

                           (iv)     no provision of this Preferred Securities
                                    Guarantee shall require the Guarantee
                                    Trustee to expend or risk its own funds or
                                    otherwise incur personal financial liability
                                    in the performance of any of its duties or
                                    in the exercise of any of its rights or
                                    powers, if the Guarantee Trustee shall have
                                    reasonable grounds for believing that the
                                    repayment of such funds or liability is not
                                    reasonably assured to it under the terms of
                                    this Preferred Securities Guarantee or

                                      - 8 -

<PAGE>

                                    indemnity, reasonably satisfactory to the
                                    Guarantee Trustee, against such risk or
                                    liability is not reasonably assured to it.

         3.2      Certain Rights of Guarantee Trustee.

                  (a)      Subject to the provisions of Section 3.1:

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

                           (ii)     Any direction or act of the Guarantor
                                    contemplated by this Preferred Securities
                                    Guarantee shall be sufficiently evidenced by
                                    an Officers' Certificate;

                           (iii)    whenever, in the administration of this
                                    Preferred Securities Guarantee, the
                                    Guarantee Trustee shall deem it desirable
                                    that a matter be proved or established
                                    before taking, suffering or omitting any
                                    action hereunder, the Guarantee Trustee
                                    (unless other evidence is herein
                                    specifically prescribed) may, in the absence
                                    of bad faith on its part, request and
                                    conclusively rely upon an Officers'
                                    Certificate which, upon receipt of such
                                    request, shall be promptly delivered by the
                                    Guarantor;

                           (iv)     the Guarantee Trustee shall have no duty to
                                    see to any recording, filing or registration
                                    of any instrument (or any rerecording,
                                    refiling or registration thereof);

                           (v)      the Guarantee Trustee may consult with
                                    counsel, and the written advice or opinion
                                    of such counsel with respect to legal
                                    matters shall be full and complete
                                    authorization and protection in respect of
                                    any action taken, suffered or omitted by it
                                    hereunder in good faith and in accordance
                                    with such advice or opinion. Such counsel
                                    may be counsel to the Guarantor or any of
                                    its Affiliates and may include any of its
                                    employees. The Guarantee Trustee shall have
                                    the right at any time to seek instructions
                                    concerning the administration of this
                                    Preferred Securities Guarantee from any
                                    court of competent jurisdiction;

                           (vi)     the Guarantee Trustee shall be under no
                                    obligation to exercise any of the rights or
                                    powers vested in it by this Preferred
                                    Securities Guarantee at the request or
                                    direction of any Holders, unless such
                                    Holders shall have provided to the Guarantee
                                    Trustee such security

                                      - 9 -

<PAGE>

                                    and indemnity, reasonably satisfactory to
                                    the Guarantee Trustee, against the costs,
                                    expenses (including attorneys' fees and
                                    expenses and the expenses of the Guarantee
                                    Trustee's agents, nominees or custodians)
                                    and liabilities that might be incurred by it
                                    in complying with such request or direction,
                                    including such reasonable advances as may be
                                    requested by the Guarantee Trustee; provided
                                    that, nothing contained in this Section
                                    3.2(a)(vi) shall be taken to relieve the
                                    Guarantee Trustee, upon the occurrence of an
                                    Event of Default, of its obligation to
                                    exercise the rights and powers vested in it
                                    by this Preferred Securities Guarantee;

                           (vii)    the Guarantee Trustee shall not be bound to
                                    make any investigation into the facts or
                                    matters stated in any resolution,
                                    certificate, statement, instrument, opinion,
                                    report, notice, request, direction, consent,
                                    order, bond, debenture, note, other evidence
                                    of indebtedness or other paper or document,
                                    but the Guarantee Trustee, in its
                                    discretion, may make such further inquiry or
                                    investigation into such facts or matters as
                                    it may see fit;

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

                           (ix)     no third party shall be required to inquire
                                    as to the authority of the Guarantee Trustee
                                    to so act or as to its compliance with any
                                    of the terms and provisions of this
                                    Preferred Securities Guarantee, both of
                                    which shall be conclusively evidenced by the
                                    Guarantee Trustee's or its agent's taking
                                    such action; and

                           (x)      whenever in the administration of this
                                    Preferred Securities Guarantee the Guarantee
                                    Trustee shall deem it desirable to receive
                                    instructions with respect to enforcing any
                                    remedy or right or taking any other action
                                    hereunder, the Guarantee Trustee (i) may
                                    request instructions from the Holders of a
                                    Majority in Liquidation Amount of the
                                    Preferred Securities, (ii) may refrain from
                                    enforcing such remedy or right or taking
                                    such other action until such instructions
                                    are received, and (iii) shall be protected
                                    in conclusively relying on or acting in
                                    accordance with such instructions.

                  (b)      No provision of this Preferred Securities Guarantee
                           shall be deemed to impose any duty or obligation on
                           the Guarantee Trustee to perform any act or acts or
                           exercise any right, power, duty or obligation
                           conferred or imposed on it in any jurisdiction in
                           which it shall be illegal, or in which the Guarantee
                           Trustee shall be unqualified or incompetent in
                           accordance

                                     - 10 -

<PAGE>

                           with applicable law, to perform any such act or acts
                           or to exercise any such right, power, duty or
                           obligation. No permissive power or authority
                           available to the Guarantee Trustee shall be construed
                           to be a duty.

         3.3      Not Responsible for Recitals or Issuance of Guarantee.

         The Recitals contained in this Guarantee shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

         4.1      Guarantee Trustee; Eligibility.

                  (a)      There shall at all times be a Guarantee Trustee which
                           shall:

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

                           (ii)     be a corporation organized and doing
                                    business under the laws of the United States
                                    of America or any State or territory thereof
                                    or of the District of Columbia, or a
                                    corporation or Person permitted by the
                                    Securities and Exchange Commission to act as
                                    an institutional trustee under the Trust
                                    Indenture Act, authorized under such laws to
                                    exercise corporate trust powers, having a
                                    combined capital and surplus of at least
                                    $50,000,000, and subject to supervision or
                                    examination by federal, State, territorial
                                    or District of Columbia authority. If such
                                    corporation publishes reports of condition
                                    at least annually, pursuant to law or to the
                                    requirements of the supervising or examining
                                    authority referred to above, then, for the
                                    purposes of this Section 4.1(a)(ii), the
                                    combined capital and surplus of such
                                    corporation shall be deemed to be its
                                    combined capital and surplus as set forth in
                                    its most recent report of condition so
                                    published.

                  (b)      If at any time the Guarantee Trustee shall cease to
                           be eligible to so act under Section 4.1(a), the
                           Guarantee Trustee shall immediately resign in the
                           manner and with the effect set out in Section 4.2(c).

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

                                     - 11 -

<PAGE>

         4.2      Appointment, Removal and Resignation of Guarantee Trustee.

                  (a)      Subject to Section 4.2(b), the Guarantee Trustee may
                           be appointed or removed without cause at any time by
                           the Guarantor.

                  (b)      The Guarantee Trustee shall not be removed in
                           accordance with Section 4.2(a) until a Successor
                           Guarantee Trustee has been appointed and has accepted
                           such appointment by written instrument executed by
                           such Successor Guarantee Trustee and delivered to the
                           Guarantor.

                  (c)      The Guarantee Trustee appointed to office shall hold
                           office until a Successor Guarantee Trustee shall have
                           been appointed or until its removal or resignation.
                           The Guarantee Trustee may resign from office (without
                           need for prior or subsequent accounting) by an
                           instrument in writing executed by the Guarantee
                           Trustee and delivered to the Guarantor, which
                           resignation shall not take effect until a Successor
                           Guarantee Trustee has been appointed and has accepted
                           such appointment by instrument in writing executed by
                           such Successor Guarantee Trustee and delivered to the
                           Guarantor and the resigning Guarantee Trustee.

                  (d)      If no Successor Guarantee Trustee shall have been
                           appointed and accepted appointment as provided in
                           this Section 4.2 within 60 days after delivery to the
                           Guarantor of an instrument of resignation, the
                           resigning Guarantee Trustee may petition any court of
                           competent jurisdiction for appointment of a Successor
                           Guarantee Trustee. Such court may thereupon, after
                           prescribing such notice, if any, as it may deem
                           proper, appoint a Successor Guarantee Trustee.

                  (e)      No Guarantee Trustee shall be liable for the acts or
                           omissions to act of any Successor Guarantee Trustee.

                  (f)      Upon termination of this Preferred Securities
                           Guarantee or removal or resignation of the Guarantee
                           Trustee pursuant to this Section 4.2, the Guarantor
                           shall pay to the Guarantee Trustee all fees and
                           expenses accrued to the date of such termination,
                           removal or resignation.

                                   ARTICLE V

                                   GUARANTEE

         5.1      Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of

                                     - 12 -

<PAGE>

the required amounts by the Guarantor to the Holders or by causing the Trust to
pay such amounts to the Holders.

         5.2      Waiver of Notice and Demand.

         The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

         5.3      Obligations not Affected.

         The obligations, covenants, agreements and duties of the Guarantor
under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

                  (a)      the release or waiver, by operation of law or
                           otherwise, of the performance or observance by the
                           Trust of any express or implied agreement, covenant,
                           term or condition relating to the Preferred
                           Securities to be performed or observed by the Trust;

                  (b)      the extension of time for the payment by the Trust of
                           all or any portion of the Distributions, Redemption
                           Price, Liquidation Distribution or any other sums
                           payable under the terms of the Preferred Securities
                           or the extension of time for the performance of any
                           other obligation under, arising out of, or in
                           connection with, the Preferred Securities (other than
                           an extension of time for payment of Distributions,
                           Redemption Price, Liquidation Distribution or other
                           sum payable that results from the extension of any
                           interest payment period on the Debentures or any
                           extension of the maturity date of the Debentures
                           permitted by the Indenture);

                  (c)      any failure, omission, delay or lack of diligence on
                           the part of the Holders to enforce, assert or
                           exercise any right, privilege, power or remedy
                           conferred on the Holders pursuant to the terms of the
                           Preferred Securities, or any action on the part of
                           the Trust granting indulgence or extension of any
                           kind;

                  (d)      the voluntary or involuntary liquidation,
                           dissolution, sale of any collateral, receivership,
                           insolvency, bankruptcy, assignment for the benefit of
                           creditors, reorganization, arrangement, composition
                           or readjustment of debt of, or other similar
                           proceedings affecting, the Trust or any of the assets
                           of the Trust;

                  (e)      any invalidity of, or defect or deficiency in, the
                           Preferred Securities;

                                     - 13 -

<PAGE>

                  (f)      any failure or omission to receive any regulatory
                           approval or consent required in connection with the
                           Preferred Securities (or the common equity securities
                           issued by the Trust), including the failure to
                           receive any approval of the Board of Governors of the
                           Federal Reserve System required for the redemption of
                           the Preferred Securities;

                  (g)      the settlement or compromise of any obligation
                           guaranteed hereby or hereby incurred; or

                  (h)      any other circumstance whatsoever that might
                           otherwise constitute a legal or equitable discharge
                           or defense of a guarantor, it being the intent of
                           this Section 5.3 that the obligations of the
                           Guarantor hereunder shall be absolute and
                           unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

         5.4      Rights of Holders.

                  (a)      Subject to Section 5.4(b), the Holders of a Majority
                           in Liquidation Amount of the Preferred Securities
                           have the right to direct the time, method and place
                           of conducting of any proceeding for any remedy
                           available to the Guarantee Trustee in respect of this
                           Preferred Securities Guarantee or exercising any
                           trust or power conferred upon the Guarantee Trustee
                           under this Preferred Securities Guarantee.

                  (b)      Any Holders of Preferred Securities may institute and
                           prosecute a legal proceeding directly against the
                           Guarantor to enforce its rights under this Preferred
                           Securities Guarantee, without first instituting a
                           legal proceeding against the Trust, the Guarantee
                           Trustee or any other Person.

         5.5      Guarantee of Payment.

         This Preferred Securities Guarantee creates a guarantee of payment and
not of collection.

         5.6      Subrogation.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
of Preferred Securities against the Trust in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Preferred Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

                                     - 14 -

<PAGE>

         5.7      Independent Obligations.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (h), inclusive, of Section 5.3 hereof.


                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         6.1      Limitation of Transactions.

         So long as any Preferred Securities remain outstanding, if there shall
have occurred an Event of Default under this Preferred Securities Guarantee, an
event of default under the Trust Agreement or during an Extended Interest
Payment Period (as defined in the Indenture), then the Guarantor shall not (i)
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than as a result of a reclassification of its capital
stock for another class of its capital stock), (ii) make any payment of interest
or principal on or repay, repurchase or redeem any debt securities issued by the
Guarantor which rank pari passu with or junior to the Debentures (iii) make any
guarantee payments with respect to any of the foregoing (other than (a)
dividends or distributions in shares of, or options, warrants, rights to
subscribe for or purchase shares of, common stock of the Guarantor, (b) any
declaration of a non-cash dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under this Preferred Securities Guarantee, (d) the purchase of
fractional shares resulting from a reclassification of the Guarantor's capital
stock, (e) the purchase of fractional interests in shares of the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged and (f) purchases of common
stock related to the issuance of common stock or rights under any of the
Guarantor's benefit plans for its directors, officers or employees or any of the
Guarantor's dividend reinvestment plans).

         6.2      Ranking.

         This Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all Senior Debt, Subordinated Debt and Additional Senior Obligations,
of the Guarantor (as defined in the Indenture), to the extent and in the manner
set forth in the Indenture, and the applicable provisions of the Indenture will
apply, in all relevant respects, to the obligations of the Guarantor hereunder.

                                     - 15 -

<PAGE>

                                  ARTICLE VII

                                  TERMINATION

         7.1      Termination.

         This Preferred Securities Guarantee shall terminate upon (i) full
payment of the Redemption Price of all Preferred Securities, (ii) upon full
payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Trust, or (iii) upon distribution of the Debentures to the
Holders of the Preferred Securities. Notwithstanding the foregoing, this
Preferred Securities Guarantee shall continue to be effective or shall be
reinstated, as the case may be, if at any time any Holders of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         8.1      Exculpation.

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

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

                                     - 16 -

<PAGE>

         8.2      Indemnification.

         The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1      Successors and Assigns.

         All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.

         9.2      Amendments.

         Except with respect to any changes that do not materially adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Preferred Securities Guarantee may only be amended with the
prior approval of the Holders of at least two thirds in Liquidation Amount of
the Preferred Securities. The provisions of Article VI of the Trust Agreement
with respect to meetings of Holders of the Preferred Securities apply to the
giving of such approval.

         9.3      Notices.

         All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

                  (a)      If given to the Guarantee Trustee, at the Guarantee
                           Trustee's mailing address set forth below (or such
                           other address as the Guarantee Trustee may give
                           notice of to the Holders of the Preferred
                           Securities):

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

                                     - 17 -

<PAGE>

                  (b)      If given to the Guarantor, at the Guarantor's mailing
                           address set forth below (or such other address as the
                           Guarantor may give notice of to the Holders of the
                           Preferred Securities):

                           R&G Financial Corporation
                           280 Jesus T. Pinero Avenue
                           San Juan, Puerto Rico 00918
                           Telephone: (787) 758-2424.
                           Attention: Chief Financial Officer

                  (c)      If given to any Holders of Preferred Securities, at
                           the address set forth on the books and records of the
                           Trust.

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

         9.4      Benefit.

         This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not
separately transferable from the Preferred Securities.

         9.5      Governing Law.

         THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

                                     - 18 -

<PAGE>

         This Preferred Securities Guarantee is executed as of the day and year
first above written.

                                      R&G FINANCIAL CORPORATION, as Guarantor

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

                                      WILMINGTON TRUST COMPANY,
                                        as Guarantee Trustee

                                      By:______________________
                                      Its:

                                     - 19 -