##### 



AMENDED AND RESTATED  ARTICLES OF INCORPORATION  OF  TRIPLE-S MANAGEMENT CORPORATION
 TRIPLE-S MANAGEMENT CORPORATION
    FIRST:
    
    The name of this corporation is TRIPLE-S MANAGEMENT CORPORATION.SECOND:
    
    The physical address of the designated office of the Corporation is 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico
00920.THIRD:
    
    The Corporations registered agent will be the Corporation itself, Triple-S Management Corporation. The address of such
resident agent is 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920.FOURTH:
    
    The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation Law of the Commonwealth of Puerto Rico,
as from time to time amended (the GCLPR).FIFTH:
    
    A. The total number of shares of all classes of stock which the Corporation shall
have authority to issue is two hundred million (200,000,000) shares, consisting
of (a) one hundred million (100,000,000) shares of common stock, $1.00 par value
per share (the Common Stock), and (b) one hundred million (100,000,000) shares
of preferred stock, $1.00 par value per share (the Preferred Stock).B. The Board of Directors of the Corporation is hereby expressly authorized at any
time and from time to time to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to fix for each such class or
series such distinctive powers, designations, preferences and relative,
participating, optional or other special rights and such qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of such
class or series and to the fullest extent as may now or hereafter be permitted by the
GCLPR, including, without limiting the generality of the foregoing, the authority to
provide that any such class or series may be (i) subject to redemption at such time
or times and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non cumulative) at such rates, on such conditions, and at such
times,
 1




---



##### 



and payable in preference to, or in such relation to, the dividends payable on any
other class or classes or any other series; (iii) entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the Corporation; or (iv)
convertible into, or exchangeable for, shares of any other class or classes of stock,
or of any other series of the same or any other class or classes of stock, or other
securities or property, of the Corporation at such price or prices or at such rates
of exchange and with such adjustments; all as may be stated in such resolution or
resolutions. Unless otherwise provided in such resolution or resolutions, shares of
the Preferred Stock of such class or series which shall be issued and thereafter
acquired by the Corporation through purchase, redemption, exchange, conversion or
otherwise shall return to the status of authorized but unissued Preferred Stock.SIXTH:
    
    The shares of capital stock of the Corporation shall be subject
to the transfer restrictions set forth in Attachment A to these
Articles of Incorporation. Such transfer restrictions are being
adopted in order for the Corporation to comply with the License
Agreement between Blue Cross and Blue Shield Association (or its
then successor) (the BCBSA) and the Corporation and related
License Agreements between the subsidiaries of the Corporation
and BCBSA.SEVENTH:
    
    A. At every annual or special meeting of
shareholders of the Corporation, every
holder of shares of Common Stock shall
be entitled to one (1) vote for each
share of Common Stock standing in his
or her name on the books of the
Corporation.B. There shall be no cumulative voting by shareholders of any class or series of
capital stock as may be set forth in the PRGCL or any other law, regulation, decree
or agreement.EIGHTH:
    
    A. The Corporation shall be required, to the maximum extent permitted by the GCLPR, to
indemnify each of its directors, officers and employees and any director, officer or employee
who is or was serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, limited liability company or
other enterprise against expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding arising due to the fact that any
such person is or was a director, an officer or an employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, limited liability company or other
enterprise.B. The Corporation may, in its absolute discretion, up to the maximum extent
permitted by the GCLPR, indemnify each person who is not required to be indemnified
under Section A above against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was serving or has agreed to serve the
Corporation in any capacity, other than as a director, officer or employee, to the
extent that the Corporation is required or permitted to indemnify directors, officers
or employees under Section A above.C. The Corporation shall indemnify any director, officer, employee, or other agent of
the Corporation against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding arising by reason
of the fact that any such person is or was a trustee, investment manager, or other
fiduciary under any employee benefit plan of the Corporation.D. To the extent permitted by the GCLPR and applicable law, expenses incurred in
defending any proceeding in the case described in Sections A and C above shall be
advanced (and in the case of Section B may be advanced) by the Corporation prior to
the final disposition of such proceeding upon receipt of any undertaking by or on
behalf of such person to repay such amount if it shall be determined ultimately that
he or she is not entitled to be indemnified by the Corporation. Additionally, the
Corporation shall reimburse attorneys fees and other reasonable related expenses
incurred by any person in enforcing such persons indemnification rights described in
Section A
 2




---



##### 



above if it shall ultimately be determined that such person is entitled to such
indemnification by the Corporation.E. The indemnification and the advancement of expenses provided by this Article
EIGHTH shall not be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute, these
Articles of Incorporation, the Bylaws or any agreement, vote of shareholders or
disinterested directors, policy of insurance or otherwise, both as to action in their
official capacity and as to action in another capacity while holding their respective
offices, and shall not limit in any way any right which the Corporation may have to
provide additional indemnification with respect to the same or different persons or
classes of persons. The indemnification and advancement of expenses provided by this
Article EIGHTH shall continue as to a person who has ceased to serve in a capacity
that entitles such person to indemnity under this Article EIGHTH (an Indemnifiable
Capacity) and shall inure to the benefit of the heirs, executors and administrators
of such a person.F. Upon resolution passed by the Board of Directors, the Corporation may purchase and
maintain insurance on behalf of any person who is or was serving in an Indemnifiable
Capacity against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such persons status as such, whether
or not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article EIGHTH. Notwithstanding anything in
this Article EIGHTH to the contrary: (i) the Corporation shall not be obligated to
indemnify any person serving in an Indemnifiable Capacity for any amounts which have
been paid directly to such person by any insurance maintained by the Corporation; and
(ii) any indemnification provided pursuant to this Article EIGHTH, (A) shall not be
used as a source of contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification obligation or insurance
coverage which is available from any other enterprise, and (B) shall become
operative, and payments shall be required to be made thereunder, only in the event
and to the extent that the amounts in question have not been fully paid by any
indemnification obligation or insurance coverage which is available from any other
enterprise.G. The rights granted or created hereby shall be vested in each person entitled to
indemnification hereunder as a bargained-for contractual condition of such persons
serving or having served in an Indemnifiable Capacity and, while this Article EIGHTH
may be amended or repealed, no such amendment or repeal shall release, terminate or
adversely affect the rights of such person under this Article EIGHTH with respect to
any act taken or the failure to take any act by such person prior to such amendment
or repeal or with respect to any action, suit or proceeding with respect to such act
or failure to act filed after such amendment or repeal.H. If any provision of this Article EIGHTH or the application of any such provision
to any person or circumstance is held invalid, illegal or unenforceable for any
reason whatsoever, the remaining provisions of this Article EIGHTH and the
application of such provision to other persons or circumstances shall not be affected
thereby and, to the fullest extent possible, the court finding such provision
invalid, illegal or unenforceable shall modify and construe the provision so as to
render it valid and enforceable as against all persons or entities and to give the
maximum possible protection to persons subject to indemnification hereby within the
bounds of validity, legality and enforceability. Without limiting the generality of
the foregoing, if any person who is or was serving in an Indemnifiable Capacity is
entitled under any provision of this Article EIGHTH to indemnification by the
Corporation for some or a portion of the judgments, amounts paid in settlement,
attorneys fees, ERISA excise taxes or penalties, fines or other expenses actually
and reasonably incurred by any such person in connection with any threatened, pending
or completed action, suit or proceeding (including, without limitation, the
investigation, defense, settlement or appeal of such action, suit or proceeding),
whether civil, criminal, administrative, investigative or appellate, but not,
however, for all of the total amount thereof, the Corporation shall nevertheless
indemnify such person for the portion thereof to which such person is entitled.
 3




---



##### 



NINTH:
    
    A director of the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted under the GCLPR.
In no event shall any director be deemed to breach any fiduciary duty or other obligation owed
to any shareholders of the Corporation or any other person by reason of (i) his or her failure
to vote for (or by reason of such directors vote against) any proposal or course of action
that in such directors judgment would breach any requirement imposed on the Corporation or
any subsidiary or affiliate of the Corporation by the BCBSA or could lead to termination of
any license granted by the BCBSA to the Corporation or any subsidiary or affiliate of the
Corporation, or (ii) his or her decision to vote in favor of any proposal or course of action
that in such directors judgment is necessary to prevent a breach of any requirement imposed
by the BCBSA or could prevent termination of any license granted by the BCBSA to the
Corporation or any subsidiary or affiliate of the Corporation. Any repeal or modification of
the foregoing provisions of this Article NINTH by the shareholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.TENTH:A.
    
    The powers of this Corporation are to be exercised by the
nineteen (19) members of the Board of Directors.B.
    
    The Board of Directors is divided into three groups, plus the
President of the Corporation. The first is made up of five (5) directors, the
second group is composed of six (6) directors, and the third group is made up
of seven (7) directors. The terms of the groups will be placed at intervals,
therefore, the term of the first group of directors will end in the
Shareholders Annual Meeting in the year 2005; the term of the second group of
directors will end in the Shareholders Annual Meeting in the year 2006 and the
term of the third group of directors will end in the Shareholders Annual
Meeting in the year 2007.C.
    
    The term each group member subsequently elected at the
Shareholders Annual Meeting will occupy will be three (3) years. Every
director will continue with his/her duties until his/her successor is duly
elected and in possession of his/her position. No director, except the
Corporations President, while fulfilling said hierarchic duties, may be
elected for more than three (3) terms or serve as such for more than nine (9)
years. The President of the Corporation, which is also a member of the Board
of Directors, is excluded from the aforementioned groups.ELEVENTH:
    
    The Corporation will exist in perpetuity.TWELFTH:The Corporation reserves the right to amend any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by the GCLPR or other
applicable law and these Articles of Incorporation, and all rights conferred upon
shareholders herein are granted subject to this reservation; provided, however, that
notwithstanding anything contained in these Articles of Incorporation to the
contrary, (1) 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) and (2) the affirmative vote of the holders of at least three-fourths
(3/4) of the issued and outstanding voting shares of capital stock of the Corporation
(the Supermajority Shareholder Vote) shall be required to amend Article SIXTH
(including the provisions of Attachment A hereto), Paragraph B of Article
SEVENTH, Paragraph B of Article TENTH or the BCBSA approval requirement or the
Supermajority Shareholder Vote requirement set forth in this first proviso of Article
TWELFTH; and provided further, however, that (i) the requirement for Supermajority
Shareholder Vote shall become ineffective and shall be of no further force and effect
in the event that each and every License Agreement with BCBSA to which the
Corporation
 4




---



##### 



or its subsidiaries shall be subject shall have been terminated; and (ii) the
Supermajority Shareholder Vote shall not apply to (1) any amendment to Article SIXTH
(including the provisions of Attachment A hereto), Paragraph B of Article
SEVENTH, Paragraph B of Article TENTH or the BCBSA approval requirement or the
Supermajority Shareholder Vote requirement set forth in the first proviso of Article
TWELFTH to conform such Articles to a change to the terms of any License Agreement,
or (2) any amendment to Article SIXTH (including the provisions of Attachment
A hereto), Paragraph B of Article SEVENTH, Paragraph B of Article TENTH or the
BCBSA approval requirement or the Supermajority Shareholder Vote requirement set
forth in the first proviso of Article TWELFTH required or permitted by the BCBSA
(whether or not constituting a change to the terms of any License Agreement). The
affirmative vote of the holders of at least the percentage of the issued and
outstanding capital stock entitled to vote thereon required by the GCLPR or other
applicable law shall be required to amend any provisions of these Articles of
Incorporation that shall not require the Supermajority Shareholder Vote under this
Article TWELFTH.THIRTEENTH:A. The Bylaws shall govern the management and affairs of the Corporation, the
rights and powers of the directors, officers, employees and shareholders of the
Corporation in accordance with its terms and shall govern the rights of all persons
concerned relating in any way to the Corporation except that if any provision in the
Bylaws shall be irreconcilably inconsistent with any provision in these Articles of
Incorporation, the provision in these Articles of Incorporation shall control.B. The 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 not have the power to amend
the Bylaws of the Corporation unless such amendment shall be approved by the holders
of at least a majority of the then issued and outstanding shares of capital stock
entitled to vote thereon. Notwithstanding anything contained in these Articles of
Incorporation 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 the By-Laws of the Corporation and the BCBSA approval requirement contained
in this Article THIRTEENTH. For purposes of this Section B of Article THIRTEENTH,
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.
 5




---



##### 



ATTACHMENT A TO AMENDED AND RESTATED  ARTICLES OF INCORPORATION  OF TRIPLE-S MANAGEMENT CORPORATION
 RESTRICTION ON TRANSFER
 SECTION 1. Attachment A Attachment A
           6




---



##### 



7




---



##### 



Attachment A Attachment A
     Attachment A
    8




---



##### 



Attachment
A
 Attachment A
  Attachment A
  Attachment A
  9




---



##### 



Attachment A
            10




---



##### 



SECTION 2.
 Attachment A
  SECTION 3. Attachment A
 SECTION 4. Attachment A
 SECTION 5. Attachment A
 11




---



##### 



SECTION 6. Attachment A
 SECTION 7.
  Attachment
A Attachment A
  SECTION 8. Attachment A
    Attachment A
 12




---



##### 



Attachment A
  SECTION 9.
 SECTION 10.
  Attachment A
 SECTION 11. Attachment A
 13




---



##### 



SECTION 12. Attachment A
 SECTION 13. Attachment A
 SECTION 14. Attachment A
 14