CHANGE IN CONTROL COMPENSATION AGREEMENT
ORIENTAL FINANCIAL GROUP INC.
MARI EVELYN RODRIGUEZ
Agreement made as of the 11th day of July, 2006, by and between Oriental Financial Group Inc., a Puerto Rico
corporation and a financial holding company with principal offices in San Juan, Puerto Rico (hereinafter referred
to as “OFG”) and Man Evelyn Rodriguez, of legal age, married, business executive and resident of Guaynabo,
Puerto Rico (hereinafter referred to as the “Executive Officer”).
WHEREAS, the Executive Officer is presently an Strategic Planning and Marketing Head of OFG;
WHEREAS, it is in the best interest of OFG to promote the retention of the Executive Officer’s services on
behalf of OFG by reducing concerns that the Executive Officer may be adversely affected in the event of change
in control of OFG as defined herein below;
WHEREAS, OFG and the Executive Officer wish to enter into this Agreement to set forth the terms and
conditions for the payment by OFG of certain compensation to the Executive Officer in the event of a termination
of Executive Officer’s employment as a result of a change in control of OFG;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, OFG and the Executive
Officer do hereby agree as follows:
This Agreement shall be in full force and effect so long as the Executive Officer is employed by the Company.
2. TERMINATION OF EMPLOYMENT DUE TO A CHANGE IN CONTROL
A. In the event there is a Change in Control of OFG (as defined herein below) while this Agreement is in effect
and as a result thereof or within one (1) year after the Change in Control, the Executive Officer’s employment
with OFG is terminated by OFG or its successor in interest, the Executive Officer shall be entitled to the cash
payment compensation determined as provided in subparagraph B below.
B. The cash payment compensation shall be in an amount equal to two (2) times the sum of the Executive