D. For purposes of this Agreement, a “Change in Control of OFG” shall be deemed to haveoccurred if any Person or persons acting as a group within the meaning of Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes theBeneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of OFG representing 25% or more of either the then outstanding shares of common stocksof OFG or the combined voting power of OFG’s then outstanding securities and if individuals who onthe date hereof are members of OFG’s Board of Directors cease for any reason to constitute at leasta majority thereof, unless the appointment election or nomination of each new director who was nota director on the date hereof has been approved by at least two-thirds of the directors in officeon the date hereof.          E. For purposes of this Agreement, “Person” shall have the meaning given in Section 3(a)(9) ofthe Exchange Act, except that such term shall not include (i) OFG or any of its subsidiaries; (ii)an individual who on the date of this Agreement is a director or officer of OFG or any of itssubsidiaries, or a beneficial owner of more than ten percent (10%) of OFG’s outstanding securities;(iii) a trustee or other fiduciary holding securities under an employee benefit plan of OFG or any of its subsidiaries; (iv)an underwriter temporarily holding securities pursuant to an offering of such securities; or (v) acorporation or entity owned, directly or indirectly, by the stockholders of OFG in substantiallythe same proportion as their ownership of stock of OFG on the date of this Agreement.               F. Notwithstanding anything to the contrary herein, any event or transaction which wouldotherwise constitute a Change in Control of OFG (hereinafter referred to as a “Transaction”) shallnot constitute a Change in Control of OFG for purposes of this Agreement if the Executive Officerparticipates as an acquirer in the Transaction or as an equity investor or stockholder of theacquiring entity or any of its affiliates and thus, the Executive Officer shall not be entitled toreceive the benefits provided for in this Agreement.     3. **ASSIGNMENT.**          This Agreement is personal to each of the parties hereto and neither party may assign ordelegate any of his or its rights or obligations hereunder without first obtaining the writtenconsent of the other party.     4. **AMENDMENTS OR ADDITIONS.**          No amendments or additions to this Agreement shall be binding unless in writing and signed byboth parties. The prior approval by a two-thirds affirmative vote of the full Board of Directorsof OFG shall be required in order for OFG to authorize any amendments or additions to thisAgreement, to give any consent or waivers of provisions of this Agreement, or to take any other action under thisAgreement.     5. **MISCELLANEOUS.**          A. The provisions of this Agreement shall be deemed severable and the invalidity orunenforceability of any provision shall not affect the validity or enforceability of the otherprovisions hereof.          B. This Agreement shall be governed in all respects and be interpreted by and under the lawsof the Commonwealth of Puerto Rico, except to the extent that such law may be preempted byapplicable United States federal law, in which case this Agreement shall be governed and beinterpreted by and under United States federal law. Venue for the litigation of any and all matersarising under or in connection with this Agreement shall be laid in the United States DistrictCourt for the District of Puerto Rico, at San Juan, in the case of federal jurisdiction, and in theCourt of First Instance, Superior Part, the Commonwealth of Puerto Rico in San Juan, in the case ofstate court jurisdiction.     **EXECUTIVE OFFICER** **ORIENTAL FINANCIAL GROUP INC.**       /s/ José Ramón González /s/ José Rafael Fernández   José R. GONZÁLEZ  JOSÉ RAFAEL FERNÁNDEZ  Senior Executive Vice President of President, CEO and Vice  Banking and Corporate Development Chairman of the Board  
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