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   modified from time to time by the Board of Directors, which are referred to in Article10 of this Contract and identified in Exhibit A to this Contract as “Fringe Benefits.”  j. **“**Good Cause**”**— shall have the meaning ascribed to such term in Article 21(d)of this Contract.  k. **“**Cause**”**— shall mean that the CEO shall have incurred in any of the acts orconduct described in Article 14 of this Contract.  l. **“**Other Benefits**”**— shall mean those benefits, other than the Fringe Benefits,provided by the standards and policies of TSM generally applicable to its executives,as may be modified from time to time.  m. **“**Subsidiary Corporations**”**— shall mean the subsidiary corporations of TSM.  n. **“**TSM**”**— shall mean Triple-S Management Corporation.  ****o. **“**Total Compensation**”**— shall have the meaning ascribed to such term in Article21(d) of this Contract.  p. **“**Without Cause**”**— shall mean a termination of employment of the CEO for acause other that regarded as “Cause” under Article 14 of this Contract.     **SECOND:**That TSM is a holding company of entities engaged in the business of insurance,businesses related to insurance and other types of businesses and other activities, with itsprincipal office located in the Commonwealth of Puerto Rico.     **THIRD:**That the CEO is a professional with vast experience in business, a bachelors degree inbusiness administration and a law degree, both from the University of Puerto Rico, andcertification as a Certified Public Accountant. Additionally, the CEO has knowledge of theinsurance business and since June 11, 1990, has served in several capacities in TSM, including asPresident and CEO of TSM during the past seven and a half years.     **FOURTH:**That the parties hereto, intending to be legally bound hereby, in consideration of thepremises and mutual covenants contained herein and for other good and valuable consideration, thereceipt of which is hereby acknowledged, agree to enter into this Contract subject to the followingTerms and Conditions:**GENERAL PROVISIONS****1. Excellence in Performance**. By this Contract, the CEO agrees to devote full time,attention and energies to the business of TSM and the protection of the best interests ofTSM and its Subsidiary Corporations.**2. Official Title**. The CEO will hold the title of President and Chief Executive Officer ofTriple-S Management Corporation.
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**3. Hierarchy**. The CEO, in carrying out his duties under this Contract, shall report directlyto the Board.**4. Standards and Fiduciary Duty**. The CEO will be obligated to (i) faithfully and fullycomply with each of the guidelines, rules, regulations and administrative policiesestablished by TSM and (ii) develop and implement the strategies, plans and business methodsand the operational controls that are necessary for the successful administration, directionand protection of the best interests of TSM. The CEO will be loyal to TSM and its SubsidiaryCorporations at all times and will recognize the fiduciary duty entailed by the acceptanceof the employment.**SPECIFIC PROVISIONS****5. Principal Functions**. The functions and duties that the CEO will perform under thisContract will be all those necessary and proper of the chief executive officer of acorporation of the size, complexity and nature of TSM. The functions which the CEO mustperform will be invariably for the protection of TSM and its best interests.**6. Incidental Functions**. The CEO must also perform all those duties, functions, tasks andincidental assignments which the Board assigns to him from time to time.**7. Base Salary; Incentive Compensation**. The CEO will be compensated for his services underthis Contract as follows: a. Base Salary. An annual salary as set forth in ExhibitA of this Contract, as it may be modified from time to time pursuant to Article9 of this Contract.  b. Annual Short Term Bonus (ASTB). An Annual Short TermBonus to be computed each year pursuant to the Compensation Policy approved bythe Board. The determination of the ASTB will remain at the sound discretionof the Board upon interpreting and applying said policy.  c. Other Incentive Compensation. The Board may, but isnot obligated to, provide other types of short or long term incentivecompensation to the CEO. If any other incentive compensation is approved bythe Board, said compensation shall be provided in accordance with the terms andconditions established by the Board.**8. Deferred Compensation**. The CEO shall have the option, from time to time, to defer thepayment of any of the compensation set forth in Article 7 above, as he wishes, provided suchprocess complies with the applicable provisions of law and in accordance with a deferredcompensation plan approved by the Board.**9. Annual Review of Compensation**. The compensation of the CEO will be reviewed yearlypursuant to the Compensation Policy, provided that the Base Salary shall never be less thanthe amount agreed to in Exhibit A to this Contract.
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**10. Fringe Benefits; Other Benefits; Reimbursement of Expenses**. The CEO will have the rightto the Fringe Benefits and the Other Benefits. Additionally, TSM will reimburse and/or payto the CEO the following items upon submission of documentation reasonably satisfactory toTSM of such expenses: a. necessary business, travel and miscellaneous expenses that arereasonably incurred in the performance of his official functions;  b. the right to the use of an automobile of a category inaccordance with the position held;  c. the annual fees of a private club and of two business relatedclubs;  d. the annual fees of two professional associations such as theAssociation of Certified Public Accountants and the American Institute ofCertified Public Accountants; and  e. any other related expenses which the Board deems necessaryfor the exercise of his functions.**11. Withholdings**. TSM will withhold all amounts from the compensation of the CEO pursuant tolaw, such as social security and income tax. The CEO is authorized to acquire coverageadditional to that provided by the life insurance presently in effect in Triple-S Vida,Inc., at his cost and expense.**12. Effectiveness and Expiration of the Contract**. This Contract shall be effective as ofJanuary 1, 2010 and shall end on December 31, 2012, subject to earlier termination asprovided in this Contract.     The parties may renew the Contract by written agreement which will be executed on orbefore its expiration date. The parties are not obligated to renew the Contract. If eitherparty wishes to renew the Contract, it will notify the other party in writing at leastninety (90) days prior to the expiration of the Contract. If either party gives notice ofits intention to renew but the other does not wish to renew the Contract, or if both partiesnotify their intention to renew but do not reach an agreement as to the terms of the renewedcontract, the employment of the CEO will terminate and the Contract will expire on December31, 2012, except for Articles 15, 17 and 18, which shall survive such expiration. Uponthe occurrence of any of the events described above in this paragraph, TSM will pay the CEOthe equivalent of one year’s Base Salary in monthly installments and will extend the FringeBenefits for one year, but only if the CEO was not the party notifying his interest not torenew the Contract.     If the negotiations for a new contract extend beyond the expiration date and the CEOcontinues performing his services to TSM, TSM will continue to pay the CEO in accordancewith Articles 7 and 10 of this Contract until such date as a new contract is signed oreither party notifies, in writing, its decision to discontinue the negotiations, at whichtime all further CEO compensation will cease, except that TSM will pay the CEO
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the equivalent of one year’s Base Salary in monthly installments and will extend theFringe Benefits for one year if the CEO is not the party that notifies its decision todiscontinue the negotiations. The CEO and TSM hereby accept and acknowledge that theContract will not be automatically renewed nor deemed to have been renewed because of theextension of the negotiations beyond the expiration date.     Upon the expiration of this Contract or discontinuation of the negotiations describedabove, the CEO will also have the right to payment of the deferred compensation underArticle 8, all vested amounts under TSM’s pension plan and the no competition compensationprovided in Article 18.**13. Termination Without Cause**. The parties agree that TSM has full rights to unilaterallyterminate this Contract and the CEO’s employment hereunder Without Cause at any time priorto its expiration date, provided that the terms of Articles 15, 17 and 18 shall continue ineffect. In such event of termination, the only obligations of TSM under this Contract willbe to: a. pay to the CEO the Base Salary up to the normal expiration dateof this Contract, or the Base Salary of one year, whichever is greater,withholding from said payments those amounts pursuant to law. TSM shall havethe option to make that payment in a lump sum or in monthly payments, whichwill not extend beyond the period remaining of the Contract or one year,whichever is greater;  b. extend to the CEO the Fringe Benefits for the remainder of theterm of this Contract or one year, whichever is longer;  c. pay any deferred compensation under Article 8;  d. pay all amounts related to the CEO’s vested rights under TSM’spension plan; and  e. pay the no-competition compensation provided in Article 18.**14. Termination with Cause**. It will be understood that TSM shall have “Cause” for thetermination of this Contract and the employment of the CEO hereunder, when the CEO incurs inany of the following: a. material breach of his obligations and duties as specified inthis Contract;  b. conviction or allegation of *nolo contendere*of any felony orthe conviction or allegation of nolo contendere of a misdemeanor involvingfraud, dishonest or disreputable conduct or moral torpitude;  c. insubordination;
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 d. material non-compliance of this Contract or the rules,regulations, guidelines, policies, or code of ethics of TSM;  e. improper or disorderly conduct;  f. the existence of a conflict of interest not previouslydisclosed to the Board; or  g. substantial reduction of the operations of TSM and itssubsidiaries.     Should the termination of this Contract by TSM be for Cause, or should this Contract beterminated due to CEO’s resignation or death, the CEO will not have a right to furthercompensation, payment or any benefit under this Contract as of the date of the termination.Notwithstanding the above, the CEO will have the right to receive payment of the Base Salaryearned up to the termination date; the liquidation of Other Benefits accumulated up to suchdate; the payment of the amount accumulated as deferred compensation pursuant to Article 8of this Contract; and the payments regarding the vested rights under TSM’s pension plan. Ifthe termination of the Contract is for Cause or due to resignation, the CEO will also havethe right to the payment provided in Article 18.**15. Confidentiality**. The CEO recognizes that the knowledge of information concerning, orthe relations with the employees, clients and agents of TSM and its Subsidiary Corporations,that the CEO has acquired and acquires during his employment with TSM are valuable andexclusive assets of TSM. The CEO accepts that he will not use for his benefit or for thebenefit of third parties, nor disclose, without the written consent of TSM, any information,data, documentation or material or substantial knowledge about TSM and/or its SubsidiaryCorporations, its business, its personnel or its plans, to any person, company, corporation,or other entity for any reason. The CEO accepts that all memoranda, notes, records andother documents, as well as information maintained electronically, generated or compiled bythe CEO or which has been made available to the CEO about TSM’s business, its SubsidiaryCorporations, its employees and its clients are the exclusive property of TSM and will bereturned by the CEO to TSM at the conclusion of his employment or at any other time at therequest of TSM.     The CEO accepts that the services he renders and will render to TSM and itssubsidiaries are of a special and unique nature and that consequently, he will have and hashad access to confidential information about TSM’s business, its subsidiaries and itsclients. Hence, the CEO is aware that if he materially breaches any of the provisions ofthis Contract with regard to these confidentiality agreements and non use of theconfidential information, TSM may suffer irreparable damage, and, therefore, in addition toany other remedy which TSM may have under this Contract or the law, TSM will have the rightto request an injunction restraining the CEO from breaching or continuing to breach theprovisions of this Contract. The term “Confidential Information” means: a. The information described above;  b. Proprietary information of TSM or its Subsidiary Corporationsor their clients;
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 c. Information marked or designated by TSM as confidential;  d. Information, written or unwritten, and in any manner andregardless of not having been designated as confidential, which the CEO knowsis treated as confidential by TSM; and  e. Information provided to TSM by third parties that TSM is in theobligation of maintaining confidential, specifically including client lists andclient information.     “Confidential Information” does not include any information which TSM disclosespublicly, becomes public without the CEO’s fault, is public in nature or is collectedroutinely by companies like TSM.     The provisions of this Article 15 will survive and continue in effect after theexpiration or earlier termination of this Contract for any reason.**16. Documents**. At the termination of this Contract, the CEO agrees to return all thedocuments, objects, materials and other information obtained by him with regard to thebusiness of TSM and its Subsidiary Corporations, recognizing, in turn, that said documents,objects, materials and related information constitute the exclusive property of TSM.**17. TSM Personnel**. The CEO agrees not to solicit nor promote that the personnel of TSMand/or its Subsidiary Corporations end, voluntarily or involuntarily, their employment tojoin him or third parties in other efforts that are not for the benefit of TSM during theduration of this Contract and during twelve (12) months after the expiration or earliertermination of this Contract.**18. Covenant Not to Compete**. During the term of this Contract and for a period of twelve(12) months after the expiration or earlier termination thereof, or of any extension of thesame, the CEO, directly or indirectly, personally or through an entity or business, will notact as consultant, agent, principal, partner, stockholder, corporate officer, employee,director or in any individual or representative capacity to engage or participate in anybusiness which directly competes with the business of TSM or its Subsidiary Corporations.     It is agreed that the restrictions provided above will apply after the termination ofthis Contract, be it by its expiration or by resignation of the CEO or by dismissal of theCEO, with or without Cause, by TSM.     The restrictions provided above will apply exclusively within the territory of theCommonwealth of Puerto Rico.     In consideration for the covenant not to compete provided above, upon the expiration orearlier termination of this Contract or of an extension of the same, TSM will
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compensate the CEO an amount equal to the Base Salary, payable in twelve (12) monthlyinstallments starting on the month following the date of expiration or earlier terminationof this Contract.     The CEO agrees and accepts that the term, the restrictions, the geographical area andthe compensation to be received in connection with this covenant not to compete arereasonable and that the aforementioned payment is sufficient cause for the same.     In addition, during the term of this Contract and any extension of the same, the CEOwill not, directly or indirectly, provide the services herein contracted to any person orentity other than TSM and its Subsidiary Corporations. During the term of this Contract andany extension of the same, the CEO will not act nor, directly or indirectly, participatepersonally or through any entity or business, as a consultant, agent, principal, partner,stockholder, corporate officer, director with any person or entity other than TSM or itsSubsidiary Corporations, excluding from this limitation the participation in boards ofdirectors, Blue Cross Blue Shield Association committees, professional associations, orcivil and professional entities, provided said participation, in the opinion of the Board,does not interfere with the CEO’s duties nor TSM’s best interests. These restrictions willapply to any location in which TSM does or may do business during the effectiveness of thisContract.     The CEO acknowledges that if he breaches this covenant not to compete during hisemployment or after the expiration or earlier termination of this Contract, TSM may sufferirreparable damages, and therefore, in addition to any other remedy which TSM may have underthis Contract or the law, TSM shall have the right to request an injunction restraining theCEO from breaching or continuing to breach this covenant.**19. Dispute Resolution.**Both parties agree to try to resolve in good faith any disputearising under this Contract or related to its termination using the most cost effectiveresources and will try to avoid any unnecessary costs. In addition, both parties shall makeall good faith efforts to maintain all information regarding any dispute confidential.**20. Court proceedings**. If the parties are not able to resolve any dispute arising under thisContract or related to its termination for any reason including alleged violations of thelaws of Puerto Rico or of the United States which prohibit discrimination in employment, theaggrieved party may proceed directly to a court of law within the Commonwealth of PuertoRico.**21. Change of Control**. a. If during the term of this Contract there occurs a “Change ofControl” of TSM, as this term is defined in sub-paragraph “c” of this Article21, and as a result thereof the CEO resigns for “Good Cause” (as such term isdefined below) or is terminated from his employment Without Cause, the CEO willhave the right to receive from TSM a compensation for termination inconsideration for having remained as an employee of TSM and having failed topursue other
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   present or potential professional or business opportunities. Such compensationfor termination will be a sum equivalent to twice the “Total Compensation” (assuch term is defined below) of the CEO, payable on or before the thirtieth(30th) day following the date on which the CEO concludes his employment as aresult of a Change of Control. TSM will also provide for the continuation ofthe Fringe Benefits then in effect during twenty-four (24) months. The FringeBenefits shall not be payable in a lump sum and TSM’s obligation to pay suchFringe Benefits will cease as soon as the CEO obtains employment with acomparable benefit. Such compensation for termination shall be in substitutionof, and not in addition to, any compensation to which the CEO is entitled underArticles 12, 13 or 14, but will not substitute his rights to payment of thedeferred compensation under Article 8, all vested amounts under TSM’s pensionplan, and compensation under Article 18 of this Contract.  b. For purposes of this Article 21, the term “Total Compensation”means: (i) the highest Base Salary of the CEO paid to him in any of the three(3) years prior to the date of the Change of Control, in addition to theaverage of the ASTB of the three (3) years prior to said date.  c. A “Change of Control” will be understood to have occurred if: (i) any party acquires ownership of TWENTY-FIVE PERCENT(25%) or more of the total votes required for the election of the directorsof TSM’s Board of Directors, or of such amount which, based on thecumulative vote, if this were allowed by the Articles of Incorporation andBy-Laws of TSM, would permit such party to elect TWENTY-FIVE PERCENT (25%)or more of the directors of TSM;  (ii) as a result of, or in connection with, a tender offeror exchange offer of TSM stock, a consolidation, merger or other businesscombination, sale of assets or any combination of the aforementionedtransactions, the persons who were directors of TSM’s Board of Directorsprior to such transaction fail to constitute a majority of the Board ofDirectors of TSM or its successor;  (iii) there is a change of at least 30% of the directors ofTSM’s Board of Directors as a result of a “proxy fight”, as such term isdefined in Regulation 14A of the Securities Exchange Act of 1934, asamended; or  (iv) a sale or transfer of substantially all the assets ofTSM to another corporation not affiliated to TSM occurs.   Notwithstanding the provisions of this Article 21, a Change of Control of TSMwill not be deemed to have occurred in the event that TSM suffers a
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   corporate reorganization which does not materially alter the composition ofdirectors or the percentage of votes owned by the existing stockholders.  d. Resignation for “Good Cause” for purposes of this Article 21shall mean: (i) a change in the nature or scope of the CEO’s duties orfunctions from those performed on the date immediately preceding the dateof the Change of Control;  (ii) a reduction in the CEO’s Base Salary from that receivedon the date immediately preceding the date of the Change of Control;  (iii) a reduction in the CEO’s ability to participate in thecompensation plans, such as bonus, stock options, incentives or othercompensation plans, in which he participated on the date immediatelypreceding the Change of Control, which reduction will be determined incomparison to the opportunities that TSM (including its SubsidiaryCorporations) provides to executives with comparable duties or theopportunities of participation that the CEO had under said plans on thedate immediately preceding the date of the Change of Control;  (iv) a change in the location of the CEO’s principal placeof employment of more than twenty-five miles from the place where the CEOmaintained his work office on the date immediately preceding the date ofthe Change of Control; or  (v) the reasonable determination by the Board to the effectthat, as a result of the Change of Control and a change in thecircumstances thereafter affecting the employment position of the CEO, theCEO is unable to exercise the authority, powers, functions or dutiesassigned to his position in TSM on the date immediately preceding the dateof the Change of Control.**MISCELLANEOUS PROVISIONS****22. Interpretation of the Contract**. This Contract is the result of the negotiations of theparties, so that no presumption or inference may be made in favor of either of them.**23. Assignment**. The CEO may not assign, in whole or in part, to a third party the hisobligations or commitments under this Contract.**24. Entire Agreement**. This Contract is the full and complete agreement between theappearing parties. Any other prior agreement, contract or covenant shall not be construed asvalid or in effect.**25. Amendments**. Any amendments to this Contract must be made by mutual agreement of theparties, in a written instrument executed by the parties or their legal
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representatives. Notwithstanding the foregoing, TSM has sole discretion to repeal, modifyor create any standard, policy, rule or operational or employment condition of allemployees, including compensation policies, benefits and insurance.**26. Section Headings**. The headings included in this Contract have been added to facilitateits reading and analysis. At no time shall said headings be construed to constitute theagreement between the parties or amend the content of the terms that each one of themprecedes.**27. Separability**. In the event that any term of this Contract is declared void or illegal,the rest of its terms will continue in full force and effect.**28. Interpretation**. This Contract shall be construed and enforced in accordance with thelaws of the Commonwealth of Puerto Rico.     IN WITNESS WHEREOF, the parties accept, acknowledge and execute this Contract in San Juan,Puerto Rico, on the date indicated above.       TRIPLE-S MANAGEMENT CORPORATION             /s/ Luis A. Clavell Rodríguez   /s/ Ramón M. Ruiz-Comas         By: Luis A. Clavell Rodriguez,M.D.        Chairman of the Board of Directors   Ramón M. Ruiz Comas    
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EXHIBIT ATO EMPLOYMENT CONTRACT