<PAGE>
                                                                    EXHIBIT 10.5

                                FEDERAL EMPLOYEES
                             HEALTH BENEFITS PROGRAM


                                STANDARD CONTRACT
                                    AMENDMENT


                                       FOR


                                EXPERIENCE-RATED
                    HEALTH MAINTENANCE ORGANIZATION CARRIERS


                                      2002
                                                                       (ER-2002)


<PAGE>



                 CONTRACT FOR FEDERAL EMPLOYEES HEALTH BENEFITS

CONTRACT NO:    CS 1090                                     AMENDMENT NO: 2002-A
EFFECTIVE:      January 1, 1960                       EFFECTIVE: January 1, 2002

BETWEEN:        THE UNITED STATES OFFICE OF PERSONNEL MANAGEMENT
                hereinafter called the OPM, the Agency, or the Government

AND

CONTRACTOR:     TRIPLE-S
                  hereinafter also called the Carrier

Address:        1441 Roosevelt Avenue
                San Juan, Puerto Rico 00936-3628


In consideration of payment by the Agency of subscription charges set forth in
Appendix B, the Carrier agrees to perform all of the services set forth in this
contract, including Appendix A.


 FOR THE CARRIER                            FOR THE GOVERNMENT



     MIGUEL A. VAZQUEZ DEYNES               DANIEL A. GREEN
------------------------------------       ------------------------------------
 Name of Person Authorized to               Name of Contracting Officer
 Execute Contract (Type or print)



 PRESIDENT & CEO                            CHIEF, INSURANCE CONTRACTS DIV. II
------------------------------------       ------------------------------------
 Title of Signer                            Title of Signer


/s/  MIGUEL A. VAZQUEZ DEYNES
------------------------------------       ------------------------------------
 Signature of Person                        Signature
 Authorized to Execute Contract



      12-06-01
------------------------------------       ------------------------------------
 Date Signed                                Date Signed


<PAGE>


                  YEAR 2002 AMENDMENTS TO THE STANDARD CONTRACT
                            FOR EXPERIENCE-RATED HMOS

1.       Redate Section 1.4 INCORPORATION OF LAWS AND REGULATIONS as JAN 2002
         and revise paragraph (b), as follows:

SECTION 1.4

INCORPORATION OF LAWS AND REGULATIONS (JAN 2002)

         (a)      The applicable provisions of (1) chapter 89 of title 5, United
States Code; (2) OPM's regulations as contained in part 890, title 5, Code of
Federal Regulations; and (3) chapters 1 and 16 of title 48, Code of Federal
Regulations constitute a part of this contract as if fully set forth herein, and
the other provisions of this contract shall be construed so as to comply
therewith.

         (b)      If the Regulations are changed in a manner which would
increase the Carrier's liability under this contract, the Contracting Officer
will make an equitable adjustment in accordance with the changes clause, Section
5.38 -- Changes--Negotiated Benefits Contracts.

2.       Redate Section 1.9 FEHB QUALITY ASSURANCE as JAN 2002 and revise
         paragraph (a), as follows:

SECTION 1.9
FEHB QUALITY ASSURANCE (JAN 2002)

         (a)      Health Care Quality.

         (1)      Effectiveness of Care Measures. The Carrier shall measure
and/or collect data on the quality of the health care services it renders to its
members as requested by OPM. Measurement/data collection efforts may include
performance measurement systems such as Health Plan Employer Data and
Information Set (IEDIS) or ORYX(TM), or similar measures developed by
accreditation agencies such as the National Committee for Quality Assurance
(NCQA), the Joint Commission on Accreditation of Healthcare Organizations
(JCAHO), or the American Accreditation Healthcare Commission/URAC. Costs
incurred by the Carrier for collecting or contracting with a vendor to collect
quality measures/data shall be the Carrier's responsibility and are allowable
administrative expenses, subject to the administrative cost limitation.

         (2)      Reducing Medical Errors. The Carrier shall implement a patient
safety improvement program. At a minimum, the Carrier shall --

                  (i)      Report to OPM on its current patient safety
initiatives;

                  (ii)     Report to OPM on how it will strengthen its patient
safety program for the future;

                  (iii)    Assist OPM in providing its members with consumer
information and education regarding patient safety; and

                  (iv)     Work with its providers, independent accreditation
agencies, and others to implement patient safety improvement programs.

         (3)      Physician Credentialing. The Carrier is encouraged to use an
independent accrediting organization to validate its physician credentialing. If
the Carrier's physicians meet the credentialing requirements of the
credentialing organization, it has met and exceeds the minimum requirements
listed below. Otherwise, the Carrier must demonstrate that it requires the
following credential checks of all of its physicians, both during the initial
hiring process and during periodic re-credentialing. As an alternative, the
Carrier may demonstrate that the following credential checks are performed by a
secondary source, such as a hospital.


-        Verification of medical school graduation records.

-        Routine check with local and/or state medical societies and/or boards.


                                       3
                                                                       (ER-2002)


<PAGE>


-        Routine check of the Department of Health and Human Services (DHHS)
         list of debarred providers.

-        Routine check of the National Practitioner Data Bank.


         (4)      To demonstrate its commitment to providing quality,
cost-effective health care, if it has 500 or more Federal enrollees, the Carrier
shall provide its business plan with the steps and timeframes planned to achieve
and maintain accreditation.

         (5)      In order to allow sufficient implementation time, the
Contracting Officer will notify the Carrier reasonably in advance of any new
requirement(s) under paragraphs (a)(1) and (a)(2).

         (b)      Access and Measures of Service.

         (1)      In addition to any other means of surveying Plan members that
the Carrier may develop, the Carrier shall participate in the HEDIS Consumer
Assessments of Health Plans Surveys (CAHPS) to provide feedback to enrollees on
enrollee experience with the various FEHBP plans. The Carrier shall take into
account the published results of the survey, or other results as directed by
OPM, in identifying areas for improvement as part of the Carrier's quality
assurance program. Payment of survey charges will be in accordance with Section
3.11.

         (2)      The Carrier shall develop and apply a quality assurance
program specifying procedures for assuring contract quality. At a minimum the
program shall include procedures to address:

         (i)      Accuracy of Payments:

         (A)      Processing Accuracy - the number of FEHB claims processed
accurately divided by the total number of FEHB claims processed for the given
time period, expressed as a percentage.

         REQUIRED STANDARD: An average of 95 percent of FEHB claims must be
processed accurately.

         (B)      COB Processing - the Carrier must demonstrate that a
statistically valid sampling technique is routinely used to identify FEHB
claims prior to or after processing that require(d) coordination of benefits
(COB) with a third party payer. As an alternative, the Carrier may provide
evidence that it pursues all claims for COB.

         (ii)     Timeliness of Payments to Members or Providers:

         (A)      Average Processing Time (All FEHB Claims) - the average number
of working days from the date the Carrier receives an FEHB claim to the date it
adjudicates it (paid, denied or a request for further information is sent out),
for the given time period, expressed as a cumulative percentage.

         REQUIRED STANDARD:

         -        The Carrier adjudicates an average of 60 percent of FEHB
                  claims received over the given time period within 20 working
                  days (28 calendar days).

         -        The Carrier adjudicates an average of 80 percent of FEHB
                  claims received over the given time period within 30 working
                  days (42 calendar days).

         -        The Carrier adjudicates an average of 95 percent of FEHB
                  claims received over the given time period within 60 working
                  days (84 calendar days).

         (iii)    Quality of Service and Responsiveness to Members:

         (A)      Processing ID cards on change of plan or option - the number
of calendar days from the date the Carrier receives the enrollment from the
enrollee's agency or retirement system to the date it issues the ID card.

         REQUIRED STANDARD:

         The Carrier issues the ID card within fifteen calendar days after
receiving the enrollment from the enrollee's agency or retirement system.

         (B)      Member Inquiries - the number of working days taken to respond
to an FEHB member's written inquiry, expressed as a cumulative percentage, for
the given time period.


                                       4
                                                                       (ER-2002)


<PAGE>


         REQUIRED STANDARD:

         -        The Carrier responds to an average of 60 percent of FEHB
                  member written inquiries within 10 working days (14 calendar
                  days).

         -        The Carrier responds to an average of 90 percent of FEHB
                  member written inquiries within 30 working days (42 calendar
                  days).

         (C)      Telephone Access - the Carrier shall report on the following
statistics concerning telephone access to the member services department (or its
equivalent) for the given time period. Except that, if the Carrier does not have
a computerized phone system, report results of periodic surveys on telephone
access.

         (a)      Telephone Waiting Time - the average number of seconds
elapsing before the Carrier connects a member's telephone call to its service
representative.

         REQUIRED STANDARD: On average, no more than 1.5 minutes elapse before
the Carrier connects a member's telephone call to its service representative.

         (b)      Telephone Blockage Rate - the percentage of time that callers
receive a busy signal when calling the Carrier.

         REQUIRED STANDARD: On average, callers receive a busy signal no more
than 10 percent of the time.

         (c)      Telephone Abandonment Rate - the number of calls attempted but
not completed (presumably because callers tired of waiting to be connected to a
Carrier representative) divided by the total number of calls attempted (both
completed and not completed), expressed as a percentage.

         REQUIRED STANDARD: On average, enrollees abandon the effort no more
than 8 percent of the time.

         (iv)     Responsiveness to FEHB Member Requests for Reconsideration:

         REQUIRED STANDARD: For 100 percent of written FEHB disputed claim
requests received for the given time period, within 30 days after receipt by the
Carrier, the Carrier shall affirm the denial in writing to the FEHB member, pay
the claim, provide the service, or request additional information reasonably
necessary to make a determination.

         (v)      Quality Assurance Plan:

         The Carrier must demonstrate that a statistically valid sampling
technique is routinely used prior to or after processing to randomly sample FEHB
claims against Carrier quality assurance/fraud and abuse prevention standards.

         (c)      Appointments.

         All Health Maintenance Organization carriers must meet the following
standards for the given time period. Except that, if this information is not
routinely collected, report results from periodic surveys.

         REQUIRED STANDARD:

         (1)      Urgent appointments are available, on average, within 24 hours
of an authorized request for one.

         (2)      Routine appointments are available, on average, within 1 month
of an authorized request for one.

         (3)      Average office waiting times - on average, members who arrive
on time for a scheduled appointment wait no more than 30 minutes before they are
seen by the provider of the medical service.

         (NOTE: For the purpose of this standard (c), a simplified
         classification system is used in which all appointments are classified
         as either emergency, urgent or routine. Emergency appointments must be
         seen immediately to prevent health deterioration. Urgent appointments
         are those for the sudden, acute onset of symptoms that must be seen
         within 1 (one) day to prevent health deterioration. All other
         appointments are considered routine.)

         (d) Detection of Fraud and Abuse.

         The Carrier shall conduct a program to assess its vulnerability to
fraud and abuse and shall operate a system designed to detect and eliminate
fraud and abuse internally by Carrier employees and subcontractors, by providers
providing goods or services to FEHB Members, and by individual FEHB Members.


                                       5
                                                                       (ER-2002)


<PAGE>


         (e)      Reporting Compliance.

         The Carrier shall keep complete records of its quality assurance
procedures and fraud program and the results of their implementation and make
them available to the Government as determined by OPM. If the Carrier cannot
separate FEHB claims from all other claims, the Carrier may report compliance
based on all claims and indicate this on the report.

         (f)      Correction of deficiencies.

         The Contracting Officer may order the correction of a deficiency in the
Carrier's quality assurance program or fraud program. The Carrier shall take the
necessary action promptly to implement the Contracting Officer's order. If the
Contracting Officer orders a modification of the Carrier's quality assurance
program or fraud program pursuant to this paragraph (f) after the contract year
has begun, the costs incurred to correct the deficiency may be excluded from the
administrative expenses -- for the contract year -- that are subject to the
administrative expenses limitation specified at Appendix B; provided the Carrier
demonstrates that the correction of the deficiency significantly increases the
Carrier's liability under this contract.

3.       Redate Section 1.13 INFORMATION AND MARKETING MATERIALS as JAN 2002 and
         revise paragraph (a), as follows:

SECTION 1.13

INFORMATION AND MARKETING MATERIALS (JAN 2002)

         (a)      OPM and the Carrier shall agree upon language setting forth
the benefits, exclusions and other language of the Plan. The Carrier bears full
responsibility for the accuracy of its FEHB brochure. OPM, in its sole
discretion, may order the Carrier to print and distribute the agreed upon
brochure text, in a format and quantity approved by OPM, including an electronic
brochure version for OPM's web site. This formatted document is referred to as
the FEHB brochure. The Carrier shall distribute the FEHB brochure on a timely
basis TO ALL Federal employees, annuitants, former spouses and former employees
and dependents enrolled in the Plan. The Carrier shall also distribute the
document(s) to Federal agencies to be made available to such individuals who are
eligible to enroll under this contract. At the direction of OPM, the Carrier
shall produce and distribute an audio cassette version of the approved language.
The Carrier may print additional FEHB brochures for distribution or its own use,
but only in the approved format and at its own expense.

         (b)      Supplemental material. Only marketing materials or other
supplemental literature prepared in accordance with FEHBAR 1652.203-70 (Section
1.14 of this contract) may be distributed or displayed at or through Federal
facilities.

         (c)      The Carrier shall reflect the statement of benefits in the
agreed upon brochure text included at Appendix A of this contract, verbatim, in
the FEHB brochure.

         (d)      OPM may order the Carrier to prepare an addendum or reissue
the FEHB brochure or any piece(s) of supplemental marketing material at no
expense to the Government if it is found to not conform to the agreed upon
brochure text and/or supplemental marketing materials preparations described in
paragraphs (a), (b) and (c) of this section.

4.       Replace the "RESERVED" Section 1.21 with Section 1.21 ADMINISTRATIVE
         SIMPLIFICATION - HIPAA (JAN 2002), as follows:

SECTION 1.21

ADMINISTRATIVE SIMPLIFICATION - HIPAA (JAN 2002)

         (a)      The Carrier shall implement and be in compliance with the
standards for electronic transactions in accordance with the regulations


                                       6
                                                                       (ER-2002)


<PAGE>


issued and on the date set forth by the Department of Health and Human Services.

         (b)      The Carrier shall implement and be in compliance with the
standards for privacy of individually identifiable health information in
accordance with the regulations issued and on the date set forth by the
Department of Health and Human Services.

5.       Redate Section 1.23 NOTICE TO ENROLLEES ON TERMINATION OF FEHBP OR
         PROVIDER CONTRACT as JAN 2002 and revise paragraph (b), as follows:

SECTION 1.23

NOTICE TO ENROLLEES ON TERMINATION OF FEHBP OR PROVIDER CONTRACT
(JAN 2002)

         (a)      Enrollees who are undergoing treatment for a chronic or
disabling condition or who are in the second or third trimester of pregnancy at
the time a carrier terminates (1) all of part of its FEHBP contract or (2) the
enrollees' specialty provider contract for reasons other than cause, may be able
to continue to see their specialty provider for up to 90 days or through their
postpartum care.

         (b)      The Carrier shall notify its enrollees in writing of its
intent to terminate all or part of its FEHBP contract, including service area
reductions, or the enrollees' specialty provider contract, for reasons other
than cause, in order to allow sufficient time for the enrollees to arrange for
continued care after the 90-day period or their postpartum care, whichever
applies. The Carrier shall send the notice in time to ensure it is received by
the enrollees no less than 90 days prior to the date it terminates the contract,
unless the Carrier demonstrates it was prevented from doing so for reasons
beyond its control. The Carrier's prompt notice will ensure that the
notification period and the transitional care period run concurrently.

6.       Redate Section 1.24 TRANSITIONAL CARE as JAN 2002 and revise paragraphs
         (a) and (b), as follows:

SECTION 1.24

TRANSITIONAL CARE (JAN 2001)

         (a)      "Transitional care" is specialized care provided for up to 90
days or through the postpartum period, whichever is later, to an enrollee who is
undergoing treatment for a chronic or disabling condition or who is in the
second or third trimester of pregnancy when the Carrier terminates (1) all or
part of its FEHBP contract or (2) the enrollee's specialty provider contract for
reasons other than cause. The 90-day period begins the earlier of the date the
enrollee receives the notice required under Section 1.23, Notice to Enrollees on
Termination of FEHBP or Provider Contract, or the date the Carrier's or the
provider's contract ends.

         (b)      The Carrier shall ensure the following:

         (1)      If it terminates a part of its FEHB contract or a specialty
provider contract other than for cause, it allows enrollees who are undergoing
treatment for a chronic or disabling condition or who are in the second or third
trimester of pregnancy to continue treatment under the specialty provider for up
to 90 days, or through their postpartum period, whichever is later, under the
same terms and conditions that existed at the beginning of the transitional care
period; and

         (2)      If it enrolls a new member who voluntarily changed carriers
because the enrollee's former carrier was no longer available in the FEHB
Program, it provides transitional care for the enrollee if he or she is
undergoing treatment for a chronic or disabling condition or is in the second
or third trimester of pregnancy for up to 90 days, or through the postpartum
period, whichever is later, under the same terms and conditions the enrollee had
under the prior carrier.


                                       7
                                                                       (ER-2002)


<PAGE>


         (c)      If the Carrier terminates a mental health and substance abuse
specialty provider other than for cause, or changes the plan's benefit structure
for 2001 so that the member's out of pocket costs for mental health and
substance abuse services only are greater than they were in year 2000, it must
allow continued coverage with the specialty provider for up to ninety days under
the same terms and conditions that existed at the beginning of the transitional
care period. This transitional period will begin with the Carrier's notice to
the member of the change in coverage and ends 90 days after the notice.

         (d)      In addition, the Carrier shall (1) pay for or provide the
transitional care required under this clause at no additional cost to enrollees;

         (2)      require the specialty provider to promptly transfer all
medical records to the designated new provider during or upon completion of the
transition period, as authorized by the patient; and,

         (3)      require the specialty to give all necessary information to the
Carrier for quality assurance purposes.

7.       Redate Section 3.11 SURVEY CHARGES as JAN 2002 and revise paragraph
         (b), as follows:

SECTION 3.11

SURVEY CHARGES (JAN 2002)

         (a)      If the Carrier participates in an FEHB annual consumer
assessment survey, it shall pay OPM's contractor a pro rata share of the total
cost of consolidating and reporting the survey results to OPM. The Carrier shall
pay a separate fee for each plan option and/or rating area. The Carrier agrees
to pay the contractor's invoice within 30 days of the billing date. If the
Carrier does not remit payment to the contractor within 60 days of the billing
date, OPM shall withhold the amount due from the Carrier's subscription charges
according to FEHBAR 1652.232-71, Payments--experience-rated contracts, and
forward payment to the contractor.

         (b)      Costs incurred by the Carrier for contracting with a vendor to
conduct the survey shall be the Carrier's responsibility and constitute
allowable administrative charges.

8.       Redate Section 3.12 FEHB CLEARINGHOUSE as JAN 2002 and revise
         paragraph (a), as follows:

SECTION 3.12

FEHB CLEARINGHOUSE (JAN 2(02)

         (a)      The FEHB Clearinghouse will facilitate the reconciliation of
enrollments between carriers and Federal agencies. The Carrier shall pay a pro
rata share based on its proportion of FEHB premiums as determined by OPM for the
cost of developing and operating the Clearinghouse.

         (b)      OPM shall withhold the amount due from the Carrier's
subscription charges under the authority of FEHBAR 1652.232-71,
Payments--Experience-Rated Contracts, and shall forward payment to the FEHB
Clearinghouse.

9.       The following Federal Acquisition Regulation (FAR) clauses have been
         revised:

SECTION 5.1

DEFINITIONS (MAR 2001) (FAR 52.202-1)

         (a)      Agency head or head of the agency means the Secretary,
Attorney General, Administrator, Governor, Chairperson, or other chief official,
as appropriate) of the agency unless otherwise indicated, including any deputy
or assistant chief official of the executive agency.

         (b)      Commercial component means any component that is a commercial
item.

         (c)      Commercial item means--


                                       8
                                                                       (ER-2002)


<PAGE>


         (1)      Any item, other than real property, that is of a type
customarily used for nongovernmental purposes and that--

         (i)      Has been sold, leased, or licensed to the general public; or

         (ii)     Has been offered for sale, lease, or license to the general
public;

         (2)      Any item that evolved from an item described in paragraph
(c)(1) of this clause through advances in technology or performance and that is
not yet available in the commercial marketplace, but will be available in the
commercial marketplace in time to satisfy the delivery requirements under a
Government solicitation;

         (3)      Any item that would satisfy a criterion expressed in
paragraphs (c)(1) or (c)(2) of this clause, but for--

         (i)      Modifications of a type customarily available in the
commercial marketplace; or

         (ii)     Minor modifications of a type not customarily available in the
commercial marketplace made to meet Federal Government requirements. "Minor"
modifications means modifications that do not significantly alter the
nongovernmental function or essential physical characteristics of an item or
component, or change the purpose of a process. Factors to be considered in
determining whether a modification is minor include the value and size of the
modification and the comparative value and size of the final product. Dollar
values and percentages may be used as guideposts, but are not conclusive
evidence that a modification is minor;

         (4)      Any combination of items meeting the requirements of
paragraphs (c)(1), (2), (3), or (5) of this clause that are of a type
customarily combined and sold in combination to the general public;

         (5)      Installation services, maintenance services, repair services,
training services, and other services if such services are procured for support
of an item referred to in paragraphs (c)(1), (2), (3), or (4) of this clause,
and if the source of such services--

         (i)      Offers such services to the general public and the Federal
Government contemporaneously and under similar terms and conditions; and

         (ii)     Offers to use the same work force for providing the Federal
Government with such services as the source uses for providing such services to
the general public;

         (6)      Services of a type offered and sold competitively in
substantial quantities in the commercial marketplace based on established
catalog or market prices for specific tasks performed under standard commercial
terms and conditions. This does not include services that are sold based on
hourly rates without an established catalog or market price for a specific
service performed;

         (7)      Any item, combination of items, or service referred to in
subparagraphs (c)(1) through (c)(6), notwithstanding the fact that the item,
combination of items, or service is transferred between or among separate
divisions, subsidiaries, or affiliates of a Contractor, or

         (8)      A nondevelopmental item, if the procuring agency determines
the item was developed exclusively at private expense and sold in substantial
quantities, on a competitive basis, to multiple State and local Governments.

         (d)      Component means any item supplied to the Federal Government as
part of an end item or of another component, except that for use in 52.225-9,
and 52.225-11 see the definitions in 52.225-9(a) and 52.225-11(a).

         (e)      "Contracting Officer" means a person with the authority to
enter into, administer, and/or terminate contracts and make related
determinations and findings. The term includes certain authorized
representatives of the Contracting Officer acting within the limits of their
authority as delegated by the Contracting Officer.

         (f)      Nondevelopmental item means--

         (1)      Any previously developed item of supply used exclusively for
governmental purposes by a Federal agency, a State or local government, or a
foreign government with which the United


                                       9
                                                                       (ER-2002)


<PAGE>


States has a mutual defense cooperation agreement;

         (2)      Any item described in paragraph (f)(1) of this definition that
requires only minor modification or modifications of a type customarily
available in the commercial marketplace in order to meet the requirements of the
procuring department or agency; or

         (3)      Any item of supply being produced that does not meet the
requirements of paragraph (f)(1) or (f)(2) solely because the item is not yet in
use.

         (g)      Except as otherwise provided in this contract, the term
"subcontracts" includes, but is not limited to, purchase orders and changes and
modifications to purchase orders under this contract.

SECTION 5.14

UTILIZATION OF SMALL BUSINESS CONCERNS(1) (OCT 2000) (FAR 52.219-8)

         (a)      It is the policy of the United States that small business
concerns, veteran-owned small business concerns, service-disabled veteran-owned
small business concerns, HUBZone small business concerns, small disadvantaged
business concerns, and women-owned small business concerns shall have the
maximum practicable opportunity to participate in performing contracts let by
any Federal agency, including contracts and subcontracts for subsystems,
assemblies, components, and relaxed services for major systems. It is further
the policy of the United States that its prime contractors establish procedures
to ensure the timely payment of amounts due pursuant to the terms of their
subcontracts with small business concerns, veteran-owned small business
concerns, service-disabled veteran-owned small business concerns, HUBZone small
business concerns, small disadvantaged business concerns, and women-owned small
business concerns.


         (b)      The Contractor hereby agrees to carry out this policy in the
awarding of subcontracts to the fullest extent consistent with efficient
contract performance. The Contractor further agrees to cooperate in any studies
or surveys as may be conducted by the United States Small Business
Administration or the awarding agency of the United States as may be necessary
to determine the extent of the Contractor's compliance with this clause.

         (c)      Definitions. As used in this contract-

         "HUBZone small business concern" means a small business concern that
appears on the List of Qualified HUBZone Small Business Concerns maintained by
the Small Business Administration.

         "Service-disabled veteran-owned small business concern"--

         (1)      Means a small business concern--

                  (i)      Not less than 51 percent of which is owned by one or
more service disabled veterans or, in the case of any publicly owned business,
not less than 51 percent of the stock of which is owned by one or more
service-disabled veterans; and

                  (ii)     The management and daily business operations of which
are controlled by one or more service-disabled veterans or, in the case of a
veteran with permanent and severe disability, the spouse or permanent caregiver
of such veteran.

         (2)      Service-disabled veteran means a veteran, as defined in 38
U.S.C. 101(2), with a disability that is service-connected, as defined in 38
U.S.C. 101(16).

         "Small business concern" means a small business as defined pursuant to
Section 3 of the Small Business Act and relevant regulations promulgated
pursuant thereto.

         "Small disadvantaged business concern" means a small business concern
that represents, as part of its offer that--



----------
(1) SECTION 5.14 ONLY APPLIES TO
SIX PLANS PARTICIPATING IN the SMALL BUSINESS PILOT (NONE ARE EXPERIENCE-RATED
HMOs).


                                       10
                                                                       (ER-2002)


<PAGE>


         (1)      It has received certification as a small disadvantaged
business concern consistent with 13 CFR part 124, Subpart B;

         (2)      No material change in disadvantaged ownership and control has
occurred since its certification;

         (3)      Where the concern is owned by one or more individuals, the net
worth of each individual upon whom the certification is based does not exceed
$750,000 after taking into account the applicable exclusions set forth at 13 CFR
124.104(c)(2); and

         (4)      It is identified, on the date of its representation, as a
certified small disadvantaged business in the database maintained by the Small
Business Administration (PRO Net).

         "Veteran-owned small business concern" means a small business concern--

         (1)      Not less than 51 percent of which is owned by one or more
veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned
business, not less than 51 percent of the stock of which is owned by one or more
veterans; and

         (2)      The management and daily business operations of which are
controlled by one or more veterans.

         "Women-owned small business concern" means a small business concern--

         (1)      That is at least 51 percent owned by one or more women, or, in
the case of any publicly owned business, at least 51 percent of the stock of
which is owned by one or more women; and

         (2)      Whose management and daily business operations are controlled
by one or more women.

         (d)      Contractors acting in good faith may rely on written
representations by their subcontractors regarding their status as a small
business concern, a veteran-owned small business concern, a service-disabled
veteran-owned small business concern, a HUBZone small business concern, a small
disadvantaged business concern, or a women-owned small business concern.

SECTION 5.25

DRUG-FREE WORKPLACE (MAY 2001) (FAR 52.223-6)

         (a)      Definitions. As used in this clause,

         "Controlled substance" means a controlled substance in schedules I
through V of section 202 of the Controlled Substances Act (21 U.S.C. 812) and as
further defined in regulation at 21 CFR 1308.11-1308.15.

         "Conviction" means a finding of guilt (including a plea of nolo
contendere) or imposition of sentence, or both, by any judicial body charged
with the responsibility to determine violations of the Federal or State criminal
drug statutes.

         "Criminal drug statute" means a Federal or non-Federal criminal statute
involving the manufacture, distribution, dispensing, possession or use of any
controlled substance.

         "Drug-free workplace" means the site(s) for the performance of work
done by the Contractor in connection with a specific contract where employees of
the Contractor are prohibited from engaging in the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance.

         "Employee" means an employee of a Contractor directly engaged in the
performance of work under a Government contract. Directly engaged is defined to
include all direct cost employees and any other Contractor employee who has
other than a minimal impact or involvement in contract performance.

         "Individual" means an offeror/contractor that has no more than one
employee including the offeror/contractor.

         (b)      The Contractor, if other than an individual, shall - within 30
days after award (unless a longer period is agreed to in writing for contracts
of 30 days or more performance duration); or as soon as possible for contracts
of less than 30 days performance duration -

         (1)      Publish a statement notifying its employees that the unlawful
manufacture, distribution, dispensing, possession, or use of a


                                       11
                                                                       (ER-2002)


<PAGE>


controlled substance is prohibited in the contractor's workplace and specifying
the actions that will be taken against employees for violations of such
prohibition;

         (2)      Establish an ongoing drug-free awareness program to inform
such employees about-

         (i)      The dangers of drug abuse in the workplace;

         (ii)     The contractor's policy of maintaining a drug-free workplace;

         (iii)    Any available drug counseling, rehabilitation, and employee
assistance programs; and

         (iv)     The penalties that may be imposed upon employees for drug
                  abuse violations occurring in the workplace.

         (3)      Provide all employees engaged in performance of the contract
with a copy of the statement required by subparagraph (b)(1) of this clause;

         (4)      Notify such employees in writing in the statement required by
subparagraph (b)(1) of this clause that, as a condition of continued employment
on this contract, the employee will

         (i)      Abide by the terms of the statement; and

         (ii)     Notify the employer in writing of the employee's conviction
under a criminal drug statute for a violation occurring in the workplace no
later than 5 days after such conviction.

         (5)      Notify the Contracting Officer in writing within 10 days after
receiving notice under subdivision (b)(4)(ii) of this clause, from an employee
or otherwise receiving actual notice of such conviction. The notice shall
include the position title of the employee;

         (6)      Within 30 days after receiving notice under subdivision
(b)(4)(ii) of this clause of a conviction, take one of the following actions
with respect to any employee who is convicted of a drug abuse violation
occurring in the workplace:

         (i)      Taking appropriate personnel action against such employee, up
to and including termination; or

         (ii)     Require such employee to satisfactorily participate in a drug
abuse assistance or rehabilitation program approved for such purposes by a
Federal, State, or local health, law enforcement, or other appropriate agency;
and

         (7)      Make a good faith effort to maintain a drug-free workplace
through implementation of subparagraphs (b)(1) through (b)(6) of this clause.


         (c)      The Contractor, if an individual, agrees by award of the
contract or acceptance of a purchase order, not to engage in the unlawful
manufacture, distribution, dispensing, possession, or use of a controlled
substance while performing this contract.

         (d)      In addition to other remedies available to the Government, the
Contractor's failure to comply with the requirements of paragraphs (b) or (c) of
this clause may, pursuant to FAR 23.506, render the Contractor subject to
suspension of contract payments, termination of the contract for default, and
suspension or debarment.

SECTION 5.54
PENALTIES FOR UNALLOWABLE COSTS (MAY 2001) (FAR 52.242-3)

         (a)      Definition. Proposal, as used in this clause, means either

         (1)      A final indirect cost rate proposal submitted by the
Contractor after the expiration of its fiscal year which--

         (i)      Relates to any payment made on the basis of billing rates; or

         (ii)     Will be used in negotiating the final contract price; or

         (2)      The final statement of costs incurred and estimated to be
incurred under the Incentive Price Revision clause (if applicable), which is
used to establish the final contract price.


                                       12
                                                                       (ER-2002)


<PAGE>



         (b)      Contractors which include unallowable indirect costs in a
proposal may be subject to penalties. The penalties are prescribed in 10 U.S.C.
2324 or 41 U.S.C. 256, as applicable, which is implemented in Section 42.709 of
the Federal Acquisition Regulation (FAR).

         (c)      The Contractor shall not include in any proposal any cost that
is unallowable, as defined in Subpart 2.1 of the FAR, or an executive agency
supplement to the FAR.

         (d)      If the Contracting Officer determines that a cost submitted by
the Contractor in its proposal is expressly unallowable under a cost principle
in the FAR, or an executive agency supplement to the FAR, that defines the
allowability of specific selected costs, the Contractor shall be assessed a
penalty equal to--

         (1)      The amount of the disallowed cost allocated to this contract;
plus

         (2)      Simple interest, to be computed--

         (i)      On the amount the Contractor was paid (whether as a progress
or billing payment) in excess of the amount to which the Contractor was
entitled; and

         (ii)     Using the applicable rate effective for each six-month
interval prescribed by the Secretary of the Treasury pursuant to Pub. L. 92-41
(85 Stat. 97).

         (e)      If the Contracting Officer determines that a cost submitted by
the Contractor in its proposal includes a cost previously determined to be
unallowable for that Contractor, then the Contractor will be assessed a penalty
in an amount equal to two times the amount of the disallowed cost allocated to
this contract.

         (f)      Determinations under paragraphs (d) and (e) of this clause are
final decisions within the meaning of the Contract Disputes Act of 1978 (41
U.S.C. 60-1, et seq.).

         (g)      Pursuant to the criteria in FAR 42.709-5, the Contracting
Officer may waive the penalties in paragraph (d) or (e) of this clause.

         (h)      Payment by the Contractor of any penalty assessed under this
clause does not constitute repayment to the Government of any unallowable cost
which has been paid by the Government to the Contractor.

SECTION 5.60
SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (MAY 2001) (FAR
52.244-6)

         (a)      Definitions. As used in this clause--

         "Commercial item" has the meaning contained in the clause at 52.202-1,
Definitions.

         "Subcontract" includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or subcontractor at
any tier.

         (b)      To the maximum extent practicable, the Contractor shall
incorporate, and require its subcontractors at all tiers to incorporate,
commercial items or nondevelopmental items as components of items to be supplied
under this contract.

         (c)(1)   The following clauses shall be flowed down to subcontracts for
commercial items:

         (i)      52.219-8, Utilization of Small Business Concerns (Oct 2000)
(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except subcontracts to small
business concerns) exceeds $500,000 ($1,000,000 for construction of any public
facility), the subcontractor must include 52.219-8 in lower tier subcontracts
that offer subcontracting opportunities. -

         (ii)     52.222-26, Equal Opportunity (Feb 1999) (E.O. 11246). (iii)
52.222-35, Affirmative Action for Disabled. Veterans and Veterans of the Vietnam
Era (Apr 1998) (38 U.S.C. 4212(a)).

         (iv)     52.222-36, Affirmative Action for Workers with Disabilities
(Jun 1998) (29 U.S.C. 793).

         (v)      52.247-64, Preference for Privately Owned U.S.-Flagged
Commercial Vessels (Jun 2000) (46 U.S.C. Appx 1241) (flowdown not


                                       13
                                                                       (ER-2002)


<PAGE>


required for subcontracts awarded beginning May 1, 1996).

         (2)      While not required, the Contractor may flow down to
subcontracts for commercial items a minimal number of additional clauses
necessary to satisfy its contractual obligations.

         (d)      The Contractor shall include the terms of this clause,
including this paragraph (d), in subcontracts awarded under this contract


                                       14
                                                                       (ER-2002)


<PAGE>


                                   APPENDIX A



                                     ATTACH
                             2002 FEHB BROCHURE






                                        A

                                                                       (ER-2002)


<PAGE>


                                    TRIPLE-S

                              http://www.ssspr.com
[TRIPLE-S LOGO]                                                             2002

--------------------------------------------------------------------------------
                        A HEALTH MAINTENANCE ORGANIZATION
                        WITH A POINT OF SERVICE PRODUCT

                                                                 FOR CHANGES IN
                                                             BENEFITS SEE PAGE 8

SERVING: ALL OF PUERTO RICO

ENROLLMENT IN THIS PLAN IS LIMITED. YOU MUST LIVE IN OUR GEOGRAPHIC SERVICE AREA
TO ENROLL. SEE PAGE 7 FOR REQUIREMENTS.


ENROLLMENT CODES FOR THIS PLAN:

         891 SELF ONLY
         892 SELF AND FAMILY


 Authorized for distribution by the:
[US LOGO]         UNITED STATES                                      [FEHB LOGO]
                  OFFICE OF PERSONNEL MANAGEMENT
                  Retirement and Insurance Service
                  http://www.opm.gov/insure

                                                                       RI 73-016


<PAGE>


                                   APPENDIX B

             SUBSCRIPTION RATES, CHARGES, ALLOWANCES AND LIMITATIONS
                                    TRIPLE-S
                              CONTRACT NO. CS 1090
                            Effective January 1, 2002

(a)      Biweekly net-to-carrier rates, with appropriate adjustments for
         Enrollees paid on other than a biweekly basis, are as follows:

<TABLE>
<CAPTION>
                         Regular Rates              DoD Demonstration Project Rates
                         -------------              -------------------------------
<S>                      <C>                      <C>                          <C>
 Self only                 $87.64                 Self only                    $96.30
 Self and Family           $188.23                Self and Family              $227.98

</TABLE>


(b)      The amount of administrative expenses and charges to be included in the
         Annual Accounting Statement required by Section 3.2 shall be as set out
         in the schedule below:

<TABLE>
<CAPTION>
                 Item                                 Amount
                 ----                                 ------
<S>      <C>                        <C>
(i)      Administrative Expenses    Actual, but not-to exceed the Contractual
                                    Expense Limitation for 2002,* plus an amount
                                    sufficient to cover (a) the incremental
                                    costs associated with implementing the HIPAA
                                    electronic transaction, privacy, and
                                    security standards, not to exceed an amount
                                    to be agreed upon by both parties to this
                                    contract, and (b) the costs needed to pay
                                    the Plan's Independent Public Accountant to
                                    undertake the audits and agreed upon
                                    procedures required in the "FEHBP
                                    Experienced-Rated Carrier and Service
                                    Organization Audit Guide."


(ii)     Taxes                      Actual (except that premium taxes as defined
                                    are not allowable).

(iii)    Service Charge             $625,128.00

</TABLE>

*The Contractual Expense Limitation for 2002 is the Contractual Expense
Limitation for 2001 ($5,385,148), plus or minus adjustments for inflation and
enrollment changes. The base shall be adjusted by percentage changes in
enrollment (from OPM's March 2001 to March 2002 headcount) and by the percentage
change in the average monthly Consumer Price Index for All Urban Consumers
(published monthly by the Bureau of Labor Statistics) from the 12 month period
ending on September 30, 2001, to the 12 month period ending on September 30,
2002.



                                                                       (ER-2002)


<PAGE>


[US LOGO]          United States
                   OFFICE OF
                   PERSONNEL MANAGEMENT          WASHINGTON, D.C. 20415

                                              IN REPLY REFER TO: YOUR REFERENCE:

Mr. Miguel A. Vazquez Deynes, President
Triple-S
1441 Roosevelt Avenue
San Juan PR 00936-3628


 RE: CY 2002 FEHB PROGRAM STANDARD CONTRACT FOR EXPERIENCE RATED HMOS


Dear Mr. Vazquez Deynes:

We are enclosing amendments to the standard contract for the year 2002. Please
have each of the two copies signed and return both of them to us by December 17,
2001. The enclosures represent the final contract language, and we will not be
taking additional comments on them. We thank you for your comments and
suggestions. We carefully considered them and as a result have made some
modifications.

Section 1.4 Incorporation of Laws and Regulations

This change clarifies the clause regarding implementation of regulatory changes.
We received several comments expressing concerns about increased carrier
liability. We have clarified our intent to minimize this concern in the final
contract clause.

Section 1.7 Statistics and Special Studies

The proposal to add a clause related to reports for mental health and substance
abuse parity evaluation is revoked. OPM will rely on existing contract authority
in Section 1.7(b).

Section 1.9 FEHB Quality Assurance

This section is changed to clarify that the costs of OPM's effectiveness of care
measures are allowable and are subject to the administrative cost limitation for
experience rated health plans. (NOTE: This change does not apply to community
rated plans.)

Also, this section is changed to reflect OPM's requirement that fee-for-service
carriers and HMOs with over 500 enrollees must demonstrate their commitment to
accreditation. If they haven't already obtained and maintained accreditation,
they must provide us with business plans that include steps and timelines in CY
2002 for implementing accreditation.


<PAGE>


We received several comments from fee-for-service carriers seeking relief from
the administrative cost ceiling. We believe our incremental approach to
enhancing the quality of health plans in the FEHB Program is within reason and
should not have a significant impact. Therefore, we believe these types of costs
should remain incorporated under the plans' administrative cost ceilings. We
intend to work closely with health plans and accrediting organizations to find
feasible ways to accomplish this goal.

Section 1.13 Information and Marketing Materials

This section is changed to clarify the responsibility for the accuracy of the
brochure and the timeliness of brochure distribution.

We received several comments that this clause is unnecessary. However, we
believe it is important to ensure all parties to the contract clearly understand
the carriers bear responsibility for accurate statements of their benefits and
for ensuring their members receive this information.

Section 1.22 Administrative Simplification - HIPAA

This section requires carriers to implement HIPAA electronic transaction
standards and HIPAA privacy standards promulgated by Health and Human Services'
regulations. (NOTE: This change is Section 1.21 for community rated contracts).

OPM is required to operate under the regulations issued by the Department of
Health and Human Services just like other employers. We received several
comments with concerns about both timing and costs of implementing HIPAA. We
have adopted a suggested contract clause regarding implementation dates. OPM
will assess on a case by case basis the costs carriers attribute to HIPAA
implementation. OPM has convened a carrier workgroup to deal with implementation
issues and concerns.

Some carriers commented that since the effective date for implementing HIPAA
requirements wasn't until 2003, the clause wasn't needed in CY 2002. However,
carriers will need to carry out pre-implementation activities during 2002 in
order to meet the regulatory timeframes for implementation. In addition, we will
be examining the need for additional contract clauses for CY 2003 around the
issue of confidentiality.

Section 1.24 Notice to Enrollees on Termination of FEHBP or Provider Contract

This is a technical change to the language on continued care for postpartum.
(NOTE: This change is in Section 1.23 for HMO contracts).

Section 1.25 Transitional care

This is a technical change to the language on continued care for postpartum. It
also deletes the clause allowing members to continue use of their mental health
providers through the transition period from CY2000 to CY2001. (NOTE: This
change is in Section 1.24 for HMO contracts).


<PAGE>


Section 3.11 Survey Charges

This change clarifies that consumer assessment survey costs are allowable
administrative charges for experience rated contracts. (NOTE: This would be in
Section 3.7 for community rated contracts, but this change does not apply to
community rated carriers).

Section 3.12 FEHB Clearinghouse

This section is changed to clarify that the clearinghouse facilitates enrollment
reconciliation among carriers and agencies and that the pro-rata cost for the
clearinghouse is based on FEHB premiums. (NOTE: This change applies to Section
3.6 Discrepancies Between Enrollment and Payments to Carrier for community rated
contracts).

We received several comments with concerns that this clause changed the basis
for allocating costs from enrollment to premiums. OPM issued an All Carrier
letter dated April 25, 2001 (CL 2001-13) on the FEHB clearinghouse that
described this change in OPM policy and procedures.

Section 5.1 Definitions

This is a text change to comply with the Federal Acquisition Regulation (FAR).

Section 5.14 Utilization of Small Business Concerns

This adds veterans-owned business to the list of small businesses in OPM's pilot
project. (NOTE: This only affects the six health plans that are participating in
the pilot.)

Section 5.25 Drug Free Workplace

This is a FAR text change.

Section 5.54 Penalties for Unallowable Costs

This is a FAR text change. (NOTE: The clause does not apply to community rated
contracts).

Section 5.60 Subcontracts for Commercial Items

This is a FAR text change that adds a small business-subcontracting requirement
for contract amounts above $500,000. (NOTE: The clause does not apply to
community rated contracts).

Appendix F

This Appendix applies only to the six health plans that are participating in
OPM's pilot project on small business subcontracting. The change replaces the
current text on small business plans and adds veterans-owned businesses.


                                       3


<PAGE>


Please call your OPM Contract Specialist if you have questions about the final
contract changes.


                                       Sincerely,


                                       /s/ Daniel A. Green
                                       ----------------------------------------
                                       Daniel A. Green
                                       Contracting Officer
                                       Office of Insurance Programs


Enclosure


                                       4