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AMENDED AND RESTATED
BY-LAWS
OF
TRIPLE-S MANAGEMENT CORPORATION
 CHAPTER 1  BOARD OF DIRECTORS
 1-1
    
    The Board of Directors is made up of nineteen (19) members as provided in the Articles of
Incorporation of the Corporation.
 CHAPTER 2  CAPITAL STOCK; STOCK CERTIFICATES; CORPORATE SEAL
 2-1
    
    The Corporation may issue at any time the shares of capital stock of the Corporation set
forth in the Articles of Incorporation with the prior approval of such issuance by the Board
of Directors.2-2
    
    The certificates representing shares of capital stock of the Corporation shall be in such
form as shall be prescribed by the Board of Directors of the Corporation in conformity with
the Articles of Incorporation, the General Corporation Law of Puerto Rico (the GCLPR) or
other applicable law. The issuance of shares shall be entered in the stock books of the
Corporation as they are issued. Such entries shall show the name and address of the person,
firm, partnership, corporation or association to whom each certificate is issued. Each
certificate shall have printed, typed or written thereon the name or the person, firm,
partnership, corporation or association to whom it is issued and the number of shares
represented thereby. It shall be signed by the President and Chief Executive Officer or any
other officer appointed by the Board of Directors and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Corporation, and sealed with the
seal of the Corporation. Any or all signatures on such certificate may be facsimiles and the
seal may be facsimile, engraved or printed. In case any such officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at the date of
issue.2-3
    
    The Corporation will use a circular seal measuring 1-7/8 in diameter with the name Triple-S
Management Corporation around its circumference.
 CHAPTER 3  TRANSFER OF SHARES
 3-1
    
    The transfer of shares of the Corporation shall be subject to the restrictions set forth in
the Articles of Incorporation of the Corporation.3-2
    
    The Secretary of the Corporation or a transfer agent for the Corporation shall keep, or
ensure the keeping of, a complete and exact register, in alphabetical order, of all the
shareholders, including their address and, the number of votes each Shareholder holds, in the
offices of the Corporation. Said register shall be readily available and during working
hours, and shall be available for inspection by any Shareholder, particularly, ten (10) days
before a Shareholders Meeting, and when any other shareholder meeting is being held. The
Corporations register will constitute the only acceptable evidence to determine which
Shareholders have the right to inspect the Corporations Shareholders Register, the books of
the Corporation, and to determine which Shareholders have the right to vote in person or by
proxy during any meeting or shareholders meeting.
 CHAPTER 4  SHAREHOLDER MEETINGS; SHAREHOLDER PROPOSALS
 4-1
    
    ANNUAL MEETINGThe Annual Meeting of Shareholders of Triple-S Management Corporation will be held at the
Corporations main office or at any other place in Puerto Rico as determined by the Board of
Directors from time to time, at the place indicated in the Notice of Meeting, at 9:00 am, on
the last Sunday in April of




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each year or, as an exception, at such other date which is closest to the last Sunday of the
month of April as determined by the Board due to any legal requirement applicable to the
Corporation. The purpose of the Meeting will be to fill any vacancies of the Board of
Directors, receive and consider reports from officials regarding the business of the
Corporation, and attend to any other matters that are properly submitted for consideration.
However, the Articles of Incorporation may not be amended unless the shareholders, who have
the right to vote at the meeting, have been previously notified that among the matters that
are being considered at the meeting are amendments to the Articles of Incorporation.4-2
    
    SPECIAL MEETINGSThe Chairman of the Board of Directors, a majority of the Board of Directors, or
Shareholders who hold 25% of the registered voting shares can call special shareholders
meetings to be held at the place and time established by the notice of meeting, and for the
purposes expressed therein. The meetings (special shareholders meetings) should be notified
no less than ten (10) days or more than thirty (30) days before said meeting. The special
meetings must be notified in the same manner as annual meetings.4-3
    
    NOTICE OF MEETINGSThe notices for every annual meeting of the Shareholders shall be given to each Shareholder
entitled to vote, by delivering the same personally, or by mailing such notice to him, at
the address which appears on the records of the Corporation during a period of no less than
twenty (20) and no more than sixty (60) days prior to the meeting. Along with this notice,
all Shareholders will receive copies of the Corporation and its subsidiaries consolidated
financial statements. The notice shall indicate the place and the date the meeting will be
held, and the matter or matters to be considered during the Meeting.4-4
    
    NOTICE  SUBSTITUTEIf the directors and officers of the Corporation should refrain from calling and
celebrating, at its designated time, an annual meeting, Shareholders who hold 10% of the
registered voting shares may call for and celebrate said Meeting as required in these
By-laws. In case an officer does not attend said meeting, one of the Shareholders present
may be elected to substitute, provisionally, said officer. Decisions made at the Meeting
will be valid, as if made at an annual meeting, and will be registered in the corporate
books of the Corporation.4-5
    
    QUORUMNotice to attend annual and special meetings will be sent to all shareholders whose names
appear in the Corporate Registry in the manner set forth above prior to the meeting date.
At the annual or special meetings, a majority of the voting shares of capital stock of the
Corporation issued and outstanding shall constitute a quorum; and if at the appointed time
quorum is not reached, the meeting will be postponed for a half hour, after which one third
(1/3) of the voting shares issued and outstanding will constitute a quorum. If quorum is
not reached, a new meeting shall be scheduled thirty (30) days hence, where one-third (1/3)
of the voting shares issued and outstanding will constitute a quorum. If a quorum is not
reached pursuant to these Bylaws, as many new meetings as necessary may be scheduled, with
the same one-third (1/3) requirement.4-6
    
    SHAREHOLDER PROPOSALS
 (A)
    
    Shareholders shall be entitled to submit proposals to be voted upon by
shareholders at an annual meeting or special meeting of shareholders of the Corporation
provided that they comply with the procedures set forth in this Section 4-6. Only those
proposals which satisfy all requirements specified in this Section 4-6 shall be deemed
Qualified Shareholder Proposals.(B)
    
    In order for a proposal to constitute a Qualified Shareholder Proposal, all
of the following requirements must be satisfied:




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(i)
    
    The proposal must be made for submission at an annual meeting
or at a special meeting of shareholders referred to in these By-laws;(ii)
    
    The proposal must be a proper subject for shareholder action.
The Board of Directors shall be entitled to determine that any proposal which
the shareholder is not entitled to have included in the Corporations proxy
statement for the annual meeting under the Securities Exchange Act of 1934, as
amended (the Exchange Act), and the regulations issued by the Securities and
Exchange Commission (which are collectively referred to herein as the SEC
Proxy Rules) is not a proper subject for shareholder action;(iii)
    
    The proposal must be made by a shareholder who shall be the
record holder on the record date for determining shareholders entitled to
receive notice of and to vote at such annual or special meeting (a Proposing
Shareholder);(iv)
    
    The Proposing Shareholder must deliver a written notice
identifying such proposal to the office of the Corporations Secretary at the
Corporations principal place of business which provides the information
required by these Bylaws which is timely under the standards given in this
Section 4-6 and Section 4-7 of these Bylaws;(v)
    
    Such Proposing Shareholders proposal notice shall: (a) contain
a description of the proposal, the reasons for the proposal and any material
interest in such proposal by the Proposing Shareholder or the beneficial owner
of the shareholders record shares; (b) contain an affirmation by the Proposing
Shareholder that the shareholder satisfies the requirements specified in this
Section 4-6 for presentation of such proposal; (c) contain a description of all
arrangements or understandings between such Proposing Shareholder and any other
person or persons (including their names) in connection with the proposal of
such business by such Proposing Shareholder; (d) a representation that such
Proposing Shareholder intends to appear in person or by proxy at the annual or
special meeting to bring such business before the meeting; and (e) as to the
Proposing Shareholder and the beneficial owner, if any, on whose behalf the
proposal is made (x) the name and address of such Proposing Shareholder, as
they appear on the Corporations books, and of such beneficial owner and the
telephone number at which each may be contacted during normal business hours
through the time for which the meeting is scheduled, and (y) the class and
number of shares of the Corporation which are owned beneficially and of record
by such Proposing Shareholder and such beneficial owner; and(vi)
    
    The Proposing Shareholder and the beneficial owner shall
provide such other information required by these Bylaws or as any officer of
the Corporation shall reasonably deem relevant within such time limits as any
officer of the Corporation shall reasonably impose for such information.
 (C)
    
    Nothing in these Bylaws shall be deemed to prohibit a shareholder from
including any proposals in the Corporations proxy statement to the extent such
inclusion shall be required under the Exchange Act and the SEC Proxy Rules or to lessen
any obligation by any shareholder to comply with the SEC Proxy Rules; provided,
however, that neither the fact that a shareholders nominee qualifies for nomination or
election to the Board of Directors under Section 4.8 nor the fact that business is
properly brought before an annual or special meeting by a shareholder under this
Section 4-6 shall obligate the Corporation to endorse that candidate or proposal or
(except to the extent required by the SEC Proxy Rules) to provide a means to vote on
that proposal on proxy cards solicited by the Corporation or to include information
about that proposal in the Corporations proxy statement. To the extent this Section
4-6 shall be deemed by a majority of the Board of Directors or the Securities and
Exchange Commission, or adjudged by a court of competent jurisdiction, to be
inconsistent with the rights of shareholders to request inclusion of a proposal in the
Corporations proxy statement pursuant to the SEC Proxy Rules, the SEC Proxy Rules
shall govern.




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4-7
    
    NOTICE OF SHAREHOLDER BUSINESS OTHER THAN NOMINATION OF DIRECTORS.
 (A)
    
    For business, other than the nomination of Directors, to be properly brought
before an annual meeting or a special meeting by a Proposing Shareholder pursuant to
these Bylaws, the Proposing Shareholder must meet the requirements of Section 4-6 of
these Bylaws and the following subsections of this Section 4-7. If the Chairman of an
annual meeting or a special meeting determines that business was not properly brought
before the annual meeting or the special meeting in accordance with the requirements of
Section 4-6 and the following subsections of this Section 4-7, the Chairman shall
declare to the meeting that the business was not properly brought before the meeting
and such business shall not be transacted.(B)
    
    To be timely, a Proposing Shareholders notice must be actually delivered to
the Secretary at the Corporations principal place of business (i) with respect to an
annual meeting of shareholders, not later than the close of business on the
120th calendar day nor earlier than the close of business on the
150th day prior to the first anniversary of the preceding years annual
meeting; provided, however, that if the date of the annual meeting is more than 30
calendar days before or more than 60 calendar days after such anniversary date, notice
by the shareholder, to be timely, must be so delivered not later than the close of
business on the 10th calendar day following the day on which public
announcement of the date of such meeting is first made by the Corporation; and (ii)
with respect to a special meeting of shareholders, not earlier than the close of
business on the 150th calendar day prior to such special meeting and not
later than the close of business on the later of the 120th calendar day
prior to such special meeting or the 10th calendar day following the day on
which public announcement is first made of the date of the special meeting of
shareholders.(C)
    
    In no event shall the public announcement of an adjournment of an annual
meeting or a special meeting commence a new time period for the giving of a Proposing
Shareholders notice as described above. Public Announcement means, for purposes of
these By-Laws, disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.(D)
    
    Such Proposing Shareholders notice shall set forth as to each matter all
information relating to such matter that is required to be disclosed in solicitations
of proxies, or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act, and Rule 14a-11 thereunder.
 4-8
    
    SHAREHOLDER NOMINATION OF DIRECTORS
 (A)
    
    In addition to nominations made through the Nominations Committee of the Board
of Directors, nominations of persons for election to the Board of Directors of the
Corporation may be made at the meeting by any shareholder of the Corporation entitled
to vote for the election of Directors who complies with the notice procedures set forth
in this Section 4.8 (A) and (B). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a shareholders notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) with respect to an election to be held at an annual meeting of
shareholders, not later than the close of business on the 120th calendar day
nor earlier than the close of business on the 150th calendar day prior to
the first anniversary of the preceding years annual meeting; provided, however, that
in the event that the date of the annual meeting is more than 30 calendar days before
or more than 60 calendar days after such anniversary date, notice by the shareholder,
to be timely, must be delivered not later than the close of business on the
10th calendar day following the day on which public announcement of the date
of such meeting is first made by the Corporation; and (ii) with respect to an election
to be held at a special meeting of shareholders, not earlier than the close of business
on the 150th calendar day prior to such meeting and not later than the close
of business on the later of the 120th calendar day prior to such meeting or
the 10th calendar day following the day on which public announcement is
first made of the date of the




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special meeting and of the nominees to be elected as such meeting. Such
shareholders notice to the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person, (iv)
such other information regarding such person proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such person been nominated, or
intended to be nominated, by the Board of Directors, and (v) the consent of such
person to serve as a director if so elected; and (b) as to the shareholder giving
the notice (i) the name and record address of the shareholder, (ii) the class and
number of shares of capital stock of the Corporation which are beneficially owned by
the shareholder, (iii) a description of all arrangements or understandings between
the shareholder, any such beneficial owner, each nominated person and any other
person or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder, and (iv) if the shareholder
intends to solicit proxies in support of the person nominated by the shareholder, a
representation to that effect. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election as a director by the
shareholders of the Corporation unless (i) nominated in accordance with the
procedures set forth herein, and (ii) such nominee satisfies any and all eligibility
criteria established by the Board of Directors of the Corporation.(B)
    
    The chairman of the meeting may, if the facts warrant, determine and declare to
the meeting that any nomination made at the meeting was not made in accordance with the
foregoing procedures and, in such event, the nomination shall be disregarded. Any
decision by the chairman of the meeting shall be conclusive and binding upon all
shareholders of the Corporation for any purpose.
 4-9
    
    CONDUCT OF MEETINGSExcept as otherwise provided in these By-Laws, the meetings of the shareholders shall be
conducted in accordance with the latest edition of Roberts Rules of Order.
 CHAPTER 5  VOTING RIGHTS
 5-1
    
    Each shareholder shall, at every meeting, be entitled to as many votes as shares of capital
stock of the Corporation are registered in his name in the books of the Corporation. The
shareholder may vote in person or, if absent, by proxy, by certified mail or any other
electronic means that may be provided by the Corporation. No vote sent by mail or by proxy
will be valid unless issued with the shareholders signature, and it is received before the
meeting, for which it is destined, begins. No proxy will be valid after its expiration date.5-2
    
    CUMULATIVE VOTE  PROHIBITIONAs provided in the Articles of Incorporation of the Corporation, there shall be no
cumulative voting of a class or series of capital stock in the election of directors of the
Corporation.
 CHAPTER 6  ELECTIONS
 6-1
    
    BOARD OF DIRECTORS  ELECTIONThe election of members to the Board of Directors will take place at the duly notified
Annual Meeting of Shareholders by ballot. The members elected each year will be those
necessary to complete the nineteen (19) Directors.




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The directors will be elected by a majority of votes of the shares of capital stock of the
Corporation issued and outstanding with the right to vote and who are represented in person
or by proxy at the meeting.The Board of Directors shall be divided into three groups as required by the Articles of
Incorporation of the Corporation.6-2
    
    DIRECTORS REQUIREMENTSIn order to be a Director in the Corporation, every person must at least meet the following
requirements:
 (A)
    
    Never have declared fraudulent bankruptcy, voluntary or involuntary, nor
granted a fraudulent general cession in benefit of creditors.(B)
    
    Should never have been convicted of a crime of moral deprivation.(C)
    
    Should not be a director or officer of a bank, a savings and loans association,
an institution engaged in the business of receiving deposits and lending money in
Puerto Rico or any entity or corporation in which any of the institutions referred to
herein have a direct or indirect substantial economic interest or the relationship of
owner, subsidiary or affiliate or any entity or corporation which owns, directly or
indirectly, substantial economic interest in any of the said institutions, except that
the person can fulfill his duties as director or officer of a financial holding company
or a depository institution with whom an insurance company affiliated to the
Corporation has a relationship, directly or indirectly, as owner, subsidiary or
affiliate.(D)
    
    Must comply with any applicable requirements under BCBSA rules.
 CHAPTER 7  DIRECTORS, OFFICERS AND COMMITTEES
 7-1
    
    BOARD OF DIRECTORS  POWERS
 (A)
    
    The Board of Directors will be composed of nineteen (19) members elected by the
Shareholders at the annual meeting, or by the Board of Directors in case of vacancies,
and will exercise the Corporations powers and the management of its business in
accordance with the GCLPR, the Articles of Incorporation and By-laws of the
Corporation, as well as the guidelines issued by the Shareholders of the Corporation.(B)
    
    The power to manage the Corporations affairs may only be exercised when the
Directors of the Corporation act as a Board, duly constituted, as a Committee of the
Board or by express delegation from the Board.(C)
    
    The decisions taken by a majority of the Directors present at a meeting of the
Board of Directors, where a quorum is constituted, will be considered as acts of the
Board of Directors as if those decisions were considered and accepted by all of the
Directors of the Board.(D)
    
    Of the nineteen (19) members of the Board of Directors, at least ten (10) must
be representatives of the community and/or subscribers.(E)
    
    Board Meetings
 1.
    
    The Board must celebrate at least one annual meeting before the
Annual Meeting of Shareholders and any regular and special meetings the Board
determines to be necessary.2.
    
    The Board will meet at least quarterly, unless special
circumstances force the Chairperson of the Board to change it. The Secretary
will notify the Directors in writing the date of said meetings.




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3.
    
    The Chairperson of the Board of Directors may convene
extraordinary meetings of the Board to be held at the place, date, and time
established in the notice to the meeting and for the purposes expressed
therein.4.
    
    In addition, the Chairperson of the Board of Directors will
have the obligation to convene the Board of Directors when requested by five
(5) members of the Board, ten (10) days after such request is made.
 (F)
    
    A majority of the total number of Directors will constitute a quorum.
 7-2
    
    VACANCIES IN THE BOARD  PROCEDURE TO FILL VACANCIESThe vacancies of the Board due to resignation, death, disability which impedes the execution
of their functions, or destitution of any director before the expiration of their term, will
be filled by the vote of the majority of the Directors present in a Board meeting, convened
for these purposes, after the quorum is constituted. The person elected to fill the vacancy
will serve the rest of the term of the person who is being substituted and may be reelected
for two (2) additional successive terms.7-3
    
    ACTS OF THE BOARD OF DIRECTORS  REFERENDUMExcept for a provision stating the contrary in the Articles of Incorporation or the GCLPR,
any action or agreement required or permitted to be taken in any meeting of the Board of
Directors or any of its committees, may be executed without the need of a meeting if all of
the members of the Board of Directors or the Committee, as the case may be, approve of it in
writing and said written approval or approvals are submitted and incorporated in the minutes
of the meetings of the Board of Directors or the Committee.7-4
    
    OFFICERSThe officers will be a Chairperson, a Vice Chairman, a Treasurer, an Assistant Treasurer, a
Secretary and an Assistant Secretary. The Board of Directors will elect these officers,
which will meet the requirements, will have the powers and duties and will serve during the
terms established herein.7-5
    
    THE CHAIRPERSON OF THE BOARD OF DIRECTORSThe Chairperson of the Board of Directors will preside over the Shareholders Meetings, the
meetings of the Board of Directors, and will assume the duties and responsibilities
conferred by the Board of Directors. Among the main duties and responsibilities of the
Chairperson are the following:
 (A)
    
    Represent the Corporation in the name of the Board of Directors in those
official acts which he/she will have to attend and will maintain the relationships with
the Shareholders of the Corporation and the governmental authorities as part of his/her
duties.(B)
    
    Appoint the Directors who are to be members of the Finance Committee, except
for its Committee Chair, and the Resolutions and Regulations Committee of the Board of
Directors, unless otherwise provided in these By-laws.(C)
    
    Be a member of all of the Committees of the Board of Directors, if he/she
complies with the independence criteria adopted and approved by the Board of Directors.(D)
    
    Represent the Corporation at the Shareholders Meetings of the Subsidiary
Corporations.(E)
    
    Recommend to the Board of Directors for their consideration, the creation of
committees which are not expressly recognized in the By-laws and regulations, according
to the needs of the Corporation.




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(F)
    
    Inform the Board of Directors about his/her official affairs by virtue of
his/her duties and responsibilities.(G)
    
    Assume all other duties and responsibilities that from time to time are
conferred by the Board of Directors.(H)
    
    Convene any extraordinary meetings of the Board of Directors that he/she may
deem necessary.
 7-6
    
    THE VICE CHAIRMANIn the absence of the Chairman, or if the Chairman is unable to act as such, the Vice
Chairman will assume the duties and faculties of the Chairman.7-7
    
    THE SECRETARYThe Secretary will take an oath to loyally carry out the duties of his/her office and will
make sure that the minute books of the Corporation are duly maintained and will note or
cause to be noted the actions of the Board of Directors and the Shareholders Meetings and
the voting therein. He/she will issue the necessary certificates and will be responsible
for the corporate seal. He/she will be responsible for making sure that the registry of all
of the shareholders and the Articles of Incorporation, the By-laws and the regulations are
safely kept at the principal offices of the Corporation. In addition, he/she will certify
the official acts of the Board of Directors.7-8
    
    THE ASSISTANT SECRETARYThe Assistant Secretary will assume, in the absence or if the Secretary is unable to perform
his/her duties, all of the duties and faculties conferred upon the Secretary.7-9
    
    THE TREASURERThe Treasurer will make sure that the securities and the money of the Corporation is duly
received and guarded, and that the disbursements are only made according to duly approved
and certified resolutions of the Board of Directors. He/she will make sure that the
investment policies of the Corporation observe the security, liquidity and yield criteria,
in that order. He/she will preside over the Finance Committee of the Board. In addition,
the Treasurer will make sure that the accounting books and registers are located in the
principal offices of the Corporation. The Corporations accounting will follow general
accepted accounting principles.7-10
    
    THE ASSISTANT TREASURERThe Assistant Treasurer will assume, in the absence or if the Treasurer is unable to perform
his/her duties, all of the duties and faculties conferred upon the Treasurer.7-11
    
    COMMITTEESThe permanent Committees of the Board of Directors will be classified according to their
nature and the importance of their duties, as well as the responsibilities delegated to each
Committee, and the impact of its tasks in the operation and results of the Corporation. In
compliance with the above, the Core Committees will be the Corporate Governance Committee,
the Audit Committee, the Nominations Committee, the Compensation Committee, and the Finance
Committee.
 (A)
    
    Corporate Governance CommitteeThe Board of Directors shall appoint at least five (5) Directors to this Committee,
one of which shall be the Chairperson of the Board, who shall be the Committees
Chair.




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Each Director that is a member of the Committee shall comply with the independence
requirements that have been adopted and approved by the Board of Directors.The members of the Committee shall meet at least once a year and as many times as
deemed necessary. The decisions of the Corporate Governance Committee shall be by a
majority of the Directors present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Examine the best practices of good corporate governance and
ensure that the Corporation complies with said practices. The corporate
governance structure:
 a.
    
    Establishes the distribution of the rights and
responsibilities among the different constituents of the Corporation:
the Board of Directors, Management, Shareholders, and any other
constituent.b.
    
    Sets up the rules and procedures in order to
make corporate decisions.
 2.
    
    Advise the Boards of Directors of the Corporation and its
Subsidiary Corporations, as well as their respective Chairs, about the best
practices of corporate governance and the conduct of the Directors.3.
    
    Provide to the Directors of the Corporation with orientation
and educational mechanisms that are relevant and pertinent to their duties and
responsibilities in the Corporation.
 (B)
    
    Audit CommitteeThe Board of Directors shall appoint at least five (5) Directors to this Committee.Each Director that is a member of the Committee shall comply with the independence
requirements that have been adopted and approved by the Board of Directors.The Chair of this Committee shall be appointed by the Directors that are members of
the Committee.This Committee shall meet at least once every three months and as many times as
deemed necessary. The decisions of the Audit Committee shall be by a majority of
the Directors present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Review and ensure that the Corporation and its Subsidiary
Corporations have an adequate internal control structure to safeguard the
assets, generate reliable financial information, and assure the compliance with
applicable laws and regulations.2.
    
    Review the activities performed by the Internal Audit Office of
the Corporation.3.
    
    Appoint or terminate the engagement with the external auditors.4.
    
    Review the results of the audits performed by the regulatory
agencies.5.
    
    Review the consolidated financial reports of the Corporation to
be issued or filed with regulatory agencies.6.
    
    Review and judge the annual report prepared by the external
auditors.7.
    
    Appoint or terminate the Director of the Internal Audit Office.




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(C)
    
    Nominations CommitteeThe Board of Directors shall appoint at least seven (7) members of the Board of
Directors to this Committee, one of which shall be the Chairperson of the Board.Each Director that is a member of the Committee shall comply with the independence
requirements that have been adopted and approved by the Board of Directors. The Chair of this Committee shall be appointed by the Directors who are members of
the Committee.The Committee shall meet at least once a year and as many times as deemed necessary.
The decisions of the Nominations Committee shall be by a majority of the Directors
present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Recommend to the Board of Directors the best qualified
candidates that can be members of the Board of Directors and fill any vacancy
that arises therein.2.
    
    Develop and periodically review the qualities that any
candidate to be named to the Board of Directors should have.3.
    
    Recommend to the Board of Directors the best qualified
candidates to occupy the position of President of the Corporation.4.
    
    Evaluate annually, or as often as deemed appropriate, the
Directors performance pursuant to the criteria and objectives that, from time
to time, the Board of Directors establishes.
 (D)
    
    Compensation CommitteeThe Board of Directors shall appoint at least five (5) Directors of the Board of
Directors to this Committee.Each Director that is a member of the Committee shall comply with the independence
requirements that have been adopted and approved by the Board of Directors.The Chair of this Committee shall be appointed by the Directors who are members of
the Committee.The Committee shall meet at least once a year and as many times as deemed necessary.
The decisions of the Compensation Committee shall be by a majority of the Directors
present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Develop, recommend, and review the compensation policies for
the Executive Officers of the Corporation and its Subsidiary Corporations.2.
    
    Recommend to the Board of Directors the compensation for the
Executive Officers of the Corporation and its Subsidiary Corporations.3.
    
    Recommend to the Boards of Directors of the Corporation and its
Subsidiary Corporations those changes to the compensation levels of the
Directors of the Corporation and its Subsidiary Corporations that are deemed
necessary.




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4.
    
    Develop an annual report regarding the compensation of the
Board of Directors and the Executive Officers of the Corporation and its
Subsidiary Corporations, pursuant to the applicable laws and regulations.
 (E)
    
    Finance CommitteeThe Chairperson of the Board of Directors shall appoint to this Committee at least
four (4) Directors of the Board. In addition to those Directors, the other members
of this Committee shall be the Chairperson of the Board, the President of the
Corporation, and the Treasurer of the Board, who shall be the Committees Chair.The Committee shall meet at least once every two months, and as many times as deemed
necessary. The decisions of the Finance Committee shall be by a majority of the
Directors present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Monitor all the financial activities of the Corporation.2.
    
    Provide guidance to the Board of Directors in all matters that
are related to the finances of the Corporation.3.
    
    Study all recommended changes to the economic structure of the
Corporation.4.
    
    Evaluate the financial procedures of the Corporation.5.
    
    Develop the investments policy of the Corporation, and review
and recommend amendments to the policy, as deemed necessary.
 (F)
    
    Resolutions and Regulations CommitteeThe Chairperson of the Board of Directors shall appoint at least five (5) Directors
of the Board of Directors to this Committee. In addition to those Directors, the
other members of this Committee shall be the Chairperson of the Board and the
President of the Corporation.The Chair of this Committee shall be appointed by the Chairperson of the Board of
Directors from among the members of the Committee.This Committee shall meet at least once a year, and as many times as deemed
necessary. The decisions of the Resolutions and Regulations Committee shall be by a
majority of the Directors present at each meeting.The Committees main responsibilities will be to:
 1.
    
    Review the Articles of Incorporation and By-laws of the
Corporation, and propose and prepare those resolutions to amend the Articles of
Incorporation and By-laws or any other resolution related with other
institutional issues.2.
    
    Evaluate and judge all resolutions that are presented by the
Shareholders at the Shareholders Meetings.3.
    
    Follow up on the status of all resolutions approved by the
Shareholders at the Shareholders Meetings.




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(G)
    
    General Provisions for all Committees
 1.
    
    Each of the Committees established by these By-laws shall adopt
a Charter in order to govern its actions and to discharge its duties and
responsibilities. The Committees shall periodically review their respective
Charters, in order to make the necessary changes to achieve its purposes. The
Charters, as well as any amendment thereto, shall be approved by the Board of
Directors.2.
    
    All Committees shall keep records of their meetings.3.
    
    The Chair of each Committee may convene special meetings, as
deemed necessary.4.
    
    The Chairperson of the Board of Directors may, from time to
time, request the advice of any of the Committees of the Board, as needed.5.
    
    The President of the Corporation shall be a member of all
Committees, except the Audit Committee and those Committees where he/she does
not comply with the independence requirements that have been adopted and
approved by the Board of Directors.
 (H)
    
    Additional Requirement for Compensation, Nominations and Audit CommitteesIn addition, to the requirements set forth in this Section 7-11 of the Bylaws of the
Corporation, the members of the Compensation, Nominations and Audit Committees must
not be officers or employees of the Corporation or any of the subsidiaries of the
Corporation (i.e., outside directors) as required by the BCBSA.(I)
    
    The Board of Directors or its Chairperson may create any other Committee which
they deem necessary for the proper operation of the Corporations business.
 7-12
    
    DISBURSEMENTSThe Corporation will not make any disbursement of $25 or more without evidencing such
disbursement with a voucher correctly describing the reason for the payment and backed by an
endorsed check or receipt signed by the person receiving the payment, or in the name of the
same person if the payment is for services or as a refund. The voucher must describe the
services performed and detail the expenses by classification.7-13
    
    INTERESTS OF THE DIRECTORSNone of the members of the Board of Directors will accept, nor will benefit from any fee,
brokers fee or commission, donation or other emolument in relation to any investment, loan,
deposit, purchase, sale, exchange, service or other similar transaction of the Corporation;
nor will it have any financial interest in said transactions in any capacity, except in
representation and for the benefit of the Corporation and under the previous authority of
the Board of Directors.However, travel and representation expenses or expenses incurred as a result of the
attendance to the Board of Directors or Committee meetings may be paid to the Directors; as
well as for those professional services performed as a medical doctor or dentist to the
insurers of Triple-S, Inc., or any other health subsidiary in its capacity as a
participating provider of the health insurance plan or plans.No ex-director may be part of the Administration of the Corporation or its Subsidiaries nor
perform any type of professional services in its capacity as a private citizen or as part of
any business, until after three (3) years after the end of his/her term as a member of the
Board of Directors.




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7-14
    
    CAUSES FOR REMOVAL OF DIRECTORS AND EXECUTIVE OFFICERS NAMED TO THE BOARD OF DIRECTORSThe following will be considered just cause for the removal of directors and officers:
 (1)
    
    Act with gross negligence in the performance of his/her duties.(2)
    
    Receive or give a bribe.(3)
    
    Convicted of a felony or grave misdemeanor, which involves depravity by a
competent court.(4)
    
    Act immorally or improperly.(5)
    
    Have personal interests incompatible with the interests of the Corporation.(6)
    
    Embezzle or fraudulently or negligently use or dispose of funds of the
Corporation.(7)
    
    Improperly use his/her position for personal benefit.(8)
    
    To be absent without any justification for three (3) consecutive ordinary
meetings of the Board properly notified or to be absent from six (6) ordinary meetings
during the period of one year with or without justification.(9)
    
    Provide confidential or sensitive information of the Corporation without the
proper authorization or when it damages the interests of the business.(10)
    
    Lose the Boards confidence when a minimum of three fourths of the total number
of directors which comprise the Board concur in voting for the removal of a director.(11)
    
    Violate in a consistent manner the Articles of Incorporation or the By-laws and
Regulations of the Corporation, as well as the General Corporations Law of Puerto Rico
and/or the agreements approved in the Shareholders Meeting or by the Board of
Directors.(12)
    
    Failure to comply with any applicable BCBSA Rules.
 CHAPTER 8  AMENDMENTS
 8-1
    
    AMENDMENTSThe Board of Directors of the Corporation shall have the power to amend the Bylaws of the
Corporation by the vote of a majority of the whole Board of Directors of the Corporation.
The shareholders of the Corporation shall have the power to amend the Bylaws of the
Corporation by the vote of at least a majority of the holders of the then issued and
outstanding shares of capital stock entitled to vote thereon. Notwithstanding anything
contained in these Bylaws of the Corporation to the contrary, the approval of BCBSA (unless
each and every License Agreement with BCBSA to which the Corporation or its subsidiaries
shall be subject shall have been terminated) shall be required to amend Section 5-2,
Paragraph D of Section 6-2, Paragraph H of Section 7-11 and Sub-Section 12 of Section 7-14
of these By-Laws and the BCBSA approval requirement contained in this Section 8-1 of these
By-Laws. For purposes of this Section 8-1, the term whole Board of Directors of the
Corporation means the total number of Directors which the Corporation would have as of the
date of such determination if the Board of Directors of the Corporation had no vacancies.




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CHAPTER 9  ADMINISTRATION
 9-1
    
    NAMING OF THE PRESIDENT OF THE CORPORATION AND HIS/HER FACULTIESThe Board of Directors will name a President to the Corporation who will be in charge of the
general administration, superintendence, and management of the business of the Corporation,
subject to the orders and regulations of the Board of Directors, who will fix his salary.
The President of the Corporation will assume all other duties and responsibilities that are
imposed upon him/her at the Shareholders Assemblies or by the Board of Directors.9-2
    
    ADMINISTRATIONThe Board will have the faculty to name any other officers that they deem convenient and necessary.9-3
    
    BUDGET FOR EXPENSESThe President of the Corporation will prepare each calendar year the budget for the
administrative expenses of the Corporation, which will be submitted to the Board of
Directors on or before November 15 for their consideration. The Board of Directors will
approve the budget on or before December 31, and it will become effective the 1st of January
of the next calendar year. In the event that the budget is not approved by the stated date,
the corporate operations will continue based on the budget for the previous year until the
Board approves a new budget for the administrative expenses of the Corporation. The budget
will be available for inspection by the Shareholders at the principal offices of the
Corporation, after January 15 of the corresponding year.
 CHAPTER 10  DIVIDENDS
 10-1
    
    Subject to the requirements of the GCLPR and the provisions of the Articles of Incorporation,
dividends upon the capital stock of the Corporation may be declared by resolution of the Board
of Directors, and may be paid in cash, in property (including the shares or bonds of other
corporations), in the Corporations bonds or in shares of the Corporations capital stock.
Before payment of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for
purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures,
notes, scrip or other securities or evidences of indebtedness of the Corporation, or for
equalizing dividends, or for repairing or maintaining any property of the Corporation, or for
any other proper purpose, and the Board of Directors may modify or abolish any such reserve.