PLEASE READ THIS SECTION CAREFULLY. IT PROVIDES THAT IF YOU OR THE BANK CHOOSE TO RESOLVE A DISPUTE THROUGH ARBITRATION, SUCH PROCEEDING WILL REPLACE THE OTHER PARTY’S RIGHT TO RESOLVE THE DISPUTE IN COURT, INCLUDING THE RIGHT TO TAKE DISCOVERY OF EVIDENCE BEFORE THE ARBITRATION AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN THOSE IN COURT. THE ARBITRATOR’S DECISION IS FINAL AND BINDING, AND THE RIGHT TO APPEAL IS LIMITED. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT WILL BECOME EFFECTIVE ON SEPTREMBER 1, 2008 UNLESS YOU EXERCISE YOUR RIGHT TO OPT OUT AS SET FORTH BELOW.

a. Purpose: Should a Claim (as defined below) arise between you and the Bank, either party, at his, her or its election, may choose to resolve the Claim through binding and mandatory arbitration.

b. Definitions: As used in this section, the term “Arbitration Agreement” refers to all terms and conditions of this section (v) to Exhibit A of the Account Agreement. The term “Claim” refers to any claim, dispute or controversy, past, present or future, between you and the Bank in relation to the Account or any other prior account that you had with the Bank. The term “Claim” further includes any claim, dispute, or controversy regarding the application, validity, effectiveness, enforceability or scope of this Account Agreement or the Arbitration Agreement (with the exception of any challenge to the validity, effectiveness or enforceability of the class action waiver set forth below in paragraph “h”, which shall be decided by a court). Any questions about whether Claims are subject to arbitration shall be resolved by interpreting this Arbitration Agreement in accordance with the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

c. Claims and Persons Subject to this Arbitration Agreement: All Claims are subject to arbitration no matter what legal theory they are based on or what remedy (damages, injunctive, equitable or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort claims), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other Claims. Any of the parties may choose arbitration as to any Claim filed in that proceeding by any other party.

Not only the Bank and you, but also anyone connected to you or the Bank, such as co-applicants or authorized users of your Account, an employee, agent, representative, officer, director, predecessor, successor, heir, assignee, concessionaire, designated person, trustee in bankruptcy, parent company, subsidiary or affiliate, as well as any third-party provider of benefits, services or products related, linked or accessory to the Account, will be subject to arbitration. Claims must be brought on behalf of an individual person or entity and must proceed on an individual (non-class, non-representative) basis. The arbitrator will not award relief for or against anyone who is not a party. If you or the Bank require the arbitration of a Claim, neither you, the Bank, nor any other person will be able to pursue the Claim in arbitration as a class action or other representative action, nor will anyone be allowed to pursue such Claim on your or the Bank’s behalf in any litigation in any court. Claims, including assigned Claims, of two or more persons cannot be joined or consolidated in the same arbitration. However, applicants, co-applicants, or persons authorized to use your Account, related Accounts, or both, or any parent company, subsidiary or affiliate will, for purposes of this paragraph “c”, be considered as one person.

d. Right to Opt Out. IF YOU WISH TO OPT OUT OF THIS ARBITRATION AGREEMENT, YOU MUST NOTIFY THE BANK IN WRITING ON OR BEFORE OCTOBER 15, 2008. YOU MAY NOTIFY THE BANK THAT YOU WISH TO OPT OUT OF THIS ARBITRATION AGREEMENT BY SENDING THE ATTACHED WRITTEN NOTICE TO: BANCO POPULAR DE PUERTO RICO, LEGAL DIVISION (745), PO BOX 362708, SAN JUAN, PUERTO RICO 00936-2708. YOUR WRITTEN NOTICE MUST INCLUDE YOUR NAME, ADDRESS AND ACCOUNT NUMBER OR SOCIAL SECURITY NUMBER, AND WILL BECOME EFFECTIVE ONCE YOU RECEIVE WRITTEN CONFIRMATION FROM THE BANK THAT YOU HAVE BEEN EXCLUDED FROM THIS ARBITRATION AGREEMENT. SHOULD YOU DECIDE TO OPT OUT OF THIS ARBITRATION AGREMENT, SUCH DECISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH THE BANK OR THE DELIVERY OF SERVICES TO YOU BY THE BANK.

Exclusion Form- Arbitration Agreement

e. Initiation of Arbitration Proceeding and Selection of Arbitration Provider: The party filing for arbitration must choose between one of the following arbitration providers: the National Arbitration Forum or the American Arbitration Association. Any arbitration hearing where you have been called to appear will take place within the federal judicial district that includes your account statement address at the time the demand for arbitration is filed. If the address where you receive your account statement is in Puerto Rico, then the arbitration will be held in Puerto Rico. You may obtain a copy of the current rules and procedures of each of the arbitration providers and forms and instructions for initiating arbitration by contacting them as follows:

National Arbitration Forum                        American Arbitration Association
P.O. Box 50191                                       1633 Broadway, 10th Floor
Minneapolis, MN 55405                             New York, NY 10019
(800) 474-2371 (toll free)                        (888) 855-9575 (toll free)
On the Internet: www.adrforum.com         On the Internet: www.adr.org

f. Arbitration Procedures: A single, neutral arbitrator will resolve Claims. The arbitrator will be an attorney selected in accordance to the rules of the chosen arbitration provider. The arbitration will proceed in accordance with this Arbitration Agreement and the procedures and rules of the chosen arbitration provider that are in effect on the date the demand for arbitration is filed. If there is a conflict between this Arbitration Agreement and the rules and procedures of the chosen arbitration provider, this Arbitration Agreement shall govern. If the chosen arbitration provider will not enforce the Arbitration Agreement as written, it cannot serve as the arbitration organization to resolve the Claim. If this situation arises, the parties shall agree on a substitute arbitration organization. If the parties are unable to agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will enforce this Arbitration Agreement as written. If there is a conflict between this Arbitration Agreement and the rest of the Contract, the Arbitration Agreement shall govern. The arbitrator will apply the applicable substantive law consistent with the FAA and the applicable statute of limitations, will honor privilege claims recognized at law, and will have the power to award any damages or remedies available under the applicable law. You, the Bank, or both may choose to request a hearing and be represented by counsel. The arbitrator will make any award in writing and, if requested by you or the Bank in writing, will provide a brief statement of the reasons for the award. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

g. Limited Right to Appeal Award: The arbitrator's award will be final and binding on the parties, except for: (1) any right to judicial review under the FAA, and; (2) awards rendered in excess of $75,000. For awards in excess of $75,000, any party who wishes to appeal the award must file a notice of appeal with the same arbitration provider within forty-five (45) days from the date of entry of the written arbitration award. A three-arbitrator panel may vacate, modify or correct the award only on the grounds available to a court reviewing an award under the FAA. The members of the three-arbitrator panel will be selected according to the rules of the arbitration provider. The panel's decision will be final and binding, except for any appeal right under the FAA.

h. Restrictions: All parties to the arbitration must be individually named. There shall be no right or authority for any claims to be arbitrated on a class or consolidated basis or to be brought in a purported representative capacity on behalf of the general public (such as a private attorney general), other customers, or other persons similarly situated. Any challenge to the validity, effectiveness or enforceability of the class action waiver set forth in this paragraph shall be decided by a court.

i. Temporary Remedies: This Arbitration Agreement will not preclude any party from requesting temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. The parties retain any rights to self-help remedies, such as repossession. Neither party waives the right to arbitrate by using self-help remedies or filing suit.

j. Fees and Costs: The party initiating the arbitration shall pay the initial filing fee. If You file the arbitration and an award is rendered in your favor, the Bank will reimburse you for your filing fee. All other arbitration related fees and costs will be allocated in accordance with the rules of the arbitration forum. However, the Bank will advance or reimburse filing and other fees charged by the arbitration provider if the arbitrator rules that the Depositor cannot afford to pay them or finds other good cause for requiring the Bank to do so. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, except to the extent the arbitrator, based on applicable law, determines otherwise. If a party elects to appeal an award to a three arbitrator panel, the prevailing party in the appeal shall be entitled to recover all reasonable attorney’s fees and costs incurred in that appeal.

k. Limited Option to Bring a Claim to Court: Notwithstanding the above, You and the Bank agree that Claims: (1) Claims that are subject to jurisdiction in the courts of the Commonwealth of Puerto Rico and involve an amount in controversy not exceeding five thousand dollars ($5,000), excluding interest, and (2) Claims whose amount in controversy is properly within the jurisdiction of a court outside of Puerto Rico which is limited to adjudicating small claims. However, if a Claim brought in such small claims court or an equivalent court is transferred, removed or appealed to a different court, the Bank then has the right to choose arbitration.

l. Severability: If one or more clauses within this Arbitration Agreement (other than the class action waiver set forth in paragraph “h”) are found to be illegal or unenforceable, that clause or clauses will be severed from the Arbitration Agreement, and the remainder of the Arbitration Agreement will be given full force and effect, provided that if the class action waiver in paragraph “h” is limited, voided or found illegal or unenforceable, the entire Arbitration Agreement (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the class action waiver. In the event this entire Arbitration Agreement is determined to be illegal or unenforceable for any reason, or if a Claim is found by a court or arbitrator to be excluded from the scope of this Arbitration Agreement, you and the Bank have each agreed to waive, to the fullest extent allowed by law, any trial by jury.

m. Governing Law: You and the Bank acknowledge that our relationship includes transactions involving interstate commerce and that the provisions under this Arbitration Agreement are governed and will be enforceable under the FAA. Notwithstanding the aforementioned, applicable federal law or the laws of the state or territory where You receive the service from the Bank may apply to and govern the substance of any Claim.

n. Survival of the Arbitration Agreement: This Arbitration Agreement shall survive: (a) termination of or changes to the Contract, the Account, or the relationship between you and the Bank concerning the Account; (b) the bankruptcy of any party; (c) the transfer, sale or assignment of your Account to any other person or entity.