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COMPOSITE 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 Three Hundred Million (300,000,000) shares, consisting
of (a)(1) one hundred million (100,000,000) shares of Class A Common Stock, par
value $1.00 per share (the Class A Common Stock), and (2) one hundred million
(100,000,000) shares of Class B Common Stock, par value $1.00 per share (the
Class B Common Stock), and (b) One Hundred Million (100,000,000) shares of
Preferred Stock, par value $1.00 per share (the Preferred Stock). On the
effective date of this provision, all shares of common stock outstanding prior
thereto shall be automatically converted into Class A Common Stock. As used
herein the term Common Stock shall mean the Class A Common Stock and Class B
Common Stock. The rights, privileges and ownership interests represented by each
share of Class A Common Stock shall be identical in every respect to the rights,
privileges and ownership interests represented by each share of Class B Common
Stock, except as otherwise expressly provided below.1. Voting Rights. Each holder of a share of Common Stock shall be entitled to
one vote for each share standing in such holders name on the books




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of the Corporation irrespective of the class or series thereof, and all shares
of all classes and series of Common Stock shall vote together as a single class;
provided, that any amendment to these Amended and Restated Articles
of Incorporation affecting any of the rights, privileges or ownership interests of
the Class A Common Stock or the Class B Common Stock, including but not limited to
the rights set forth in Attachments Band Chereto, shall require the affirmative
vote of a majority of the shares outstanding of each of the Class A Common Stock
and the Class B Common Stock.2. Dividends. When and as dividends are declared or paid or distributions are
made upon Common Stock, whether payable in cash, in property or in securities of
the Corporation, the holders of Common Stock shall be entitled to share equally,
share for share, in such dividends and distributions. Dividends declared and
payable in shares of Common Stock shall be declared and be payable at the same rate
in each class of stock. Dividends on shares of Class A Common Stock shall be
payable in shares of Class A Common Stock and the dividends on shares of Class B
Common Stock shall be payable in shares of Class B Common Stock.3. Conversion. Holders of the Class A Common Stock shall be entitled to the
conversion rights set forth in Attachment Bhereto.4. Anti-Dilution Rights. Holders of the Class B Common Stock shall be
entitled to the anti-dilution rights set forth in Attachment Chereto.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




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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 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




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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.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 business and affairs of the Corporation shall be managed
under the direction of a Board of Directors consisting of not less than nine
(9) Directors, nor more than nineteen (19) 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.




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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 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




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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.
 Approved on April 30, 2006 by the stockholders of the Corporation.
Amended on April 29, 2007 by the stockholders of the Corporation.
Amended on June 24, 2007 by the stockholders of the Corporation.




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




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Attachment A Attachment A
     Attachment A




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Attachment A
 Attachment A
  Attachment A
  Attachment A




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Attachment A




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SECTION 2.
 Attachment A
  SECTION 3. Attachment A




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SECTION 4. Attachment A
 SECTION 5. Attachment A
 SECTION 6. Attachment A
 SECTION 7.
  Attachment
A Attachment A
  SECTION 8. Attachment A




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Attachment A Attachment A
  SECTION 9.
 SECTION 10.




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Attachment A
 SECTION 11. Attachment A
 SECTION 12. Attachment A
 SECTION 13. Attachment A
 SECTION 14. Attachment A




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ATTACHMENT B TO AMENDED AND RESTATED  ARTICLES OF INCORPORATION  OF TRIPLE-S MANAGEMENT CORPORATION
 CONVERSION RIGHTS
 Class A Common Stock
 Certain Definitions. Attachment B
 Board of Directors
 Business Day
 Corporation
 IPO
 non-medical heir
 Officer
 outstanding provided
 Person
 Record Date
 Registrar
 share acquisition agreement




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SSS
 Subsidiary
 Trading Day
 Transfer Agent
 TSI
 Conversion. Attachment B
 Conversion in the Initial Public Offering.
 Conversion Following the First Anniversary of the IPO.
 Conversion Following the Fifth Anniversary of the IPO
 Conversion Upon Resolution of Potential Claims.




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Capital Stock Issuable Upon Conversion.




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ANTI-DILUTION RIGHTS
 Class B Common Stock
 1. Definitions. Attachment C Attachment B
 Claimant Share
 Closing Sale Price
 Pre-TSI Issuance Class B Common Stock
 TSI Claimant Shares
 2. Issuance of the Corporations Common Stock
 General
 b. Triggering Event
 i.
    
    in respect of a claim against the Corporation under any share
acquisition agreement; orii.
    
    to any purported non-medical heir of a former shareholder of
the Corporation or any of its predecessor entities or any of the predecessor
entities of TSI which holders shares of common stock or common stock of any
of the Corporations predecessor entities or the predecessor entities of TSI
were cancelled following the holders death in respect of any purported right
of such heir to receive, by way of testate or intestate transfer or otherwise,
the shares of common stock or such common stock owned by such shareholder at
the time of his or her death.
 c. Anti-Dilution Formula




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3. Issuance of TSI Common Stock
 General
 b. Triggering Event
 c. TSI Anti Dilution Formula




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4. Issuance of Shares
 a. Issuance of Shares of Class B Common Stock
 b. Settlement of Fractional Shares. Attachment C
 5. Limitation of Anti-Dilution Rights Attachment C,
 6. Termination of Anti-Dilution Rights Attachment C