AMENDED EMPLOYMENT CONTRACT

“STDB” — shall mean the Short-Term Discretionary Bonus, as specified in Article 9(b) of this Contract.

“Base Salary” — shall mean that provided in Article 9(a) of this Contract.

“Board” — shall mean the Board of Directors of Triple-S Management Corporation.

“Business” — shall include, but is not limited to: (i) the offering and sale of managed care services and related products in the Commercial, Medicaid and Medicare markets; (ii) the offering and sale of health, life, accident, disability, property and casualty insurance; (iii) providing administration services only or self-insured (“ASO”) managed care services; (iv) providing hospitals, care centers, physicians, clinics, home health care and affiliated services, among other services provided by the Company.

“Cause” — shall mean that the CEO shall have incurred in any of the acts or conduct described in Article 16 of this Contract.

“CEO” — shall mean the Chief Executive Officer and President of Triple-S Management Corporation, Roberto García Rodríguez.

“Change of Control” — shall have the meaning ascribed to such term in Article 23(c) of this Contract.

“Compensation Policy” — shall mean the Executive Compensation Philosophy approved by the Board of Directors of TSM on February 20, 2007, as may be amended from time to time.

“Confidential Information” — shall have the meaning ascribed to such term in Article 17 of this Contract.

“Contract” — shall mean this Employment Contract.

“Corporate Board Services” – shall mean being a member of a Board of Directors of any company outside or not related to TSM.

“Fringe Benefits” — shall mean those fringe benefits provided pursuant to the standards and policies of TSM generally applicable to its executives, as may be modified from time to time by the Board of Directors, which are referred to in Article 12 of this Contract and identified in Exhibit A to this Contract as “Fringe Benefits.”

“LTIC” — shall have the meaning ascribed to such term in Article 9(c) of this Contract.

“LTIP” — shall mean the Triple-S Management Corporation 2017 Incentive Plan or any successor plan that the Board may adopt for the granting of long-term incentives to TSM executives.

“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.

“Other Incentive Compensation” — shall have the meaning ascribed to such term in Article 9(d) of this Contract.

“Triple-S Management Corporation” or “TSM” — shall mean Triple-S Management Corporation, including all direct and indirect subsidiaries and affiliated entities.

“Total Compensation” — shall have the meaning ascribed to such term in Article 23(b) of this Contract.

“Without Cause” — shall mean a termination of employment of the CEO for a cause other that regarded as “Cause” under Article 16 of this Contract.

Base Salary. An annual salary as set forth in Exhibit A of this Contract, as it may be modified from time to time pursuant to Article 11 of this Contract. The Base Salary will be payable in accordance with TSM’s normal payroll practices, with such deductions and withholdings as are required by law.

Short-Term Discretionary Bonus (STDB). An annual short-term bonus to be computed each year pursuant to the Compensation Policy. The determination of the STDB will remain at the sound discretion of the Board upon interpreting and applying said policy. If applicable, TSM will pay the CEO’s short-term discretionary bonus no later than the second trimester of the payout year in accordance with the Corporation’s policies.

Long-Term Incentive Compensation (LTIC). A long-term incentive to be determined each year upon terms and conditions approved by the Board pursuant to the Compensation Policy and LTIP. The determination of the LTIC will remain at the sound discretion of the Board or Compensation Committee. If applicable, TSM will grant the CEO’s long-term incentive compensation at the Compensation Committee’s first regularly scheduled meeting which shall take place in the month of March or as determined by the Compensation Committee in accordance with the Corporation’s policies.

 Other Incentive Compensation. The Board may, but is not obligated to, provide other types of short or long-term incentive compensation to the CEO. If any other incentive compensation is approved by the Board, said compensation shall be provided in accordance with the terms and conditions established by the Board.

business, travel and miscellaneous expenses that are reasonably incurred in the performance of his official functions;

the membership fees of a private club; and

any other related expenses which the Board deems necessary for the exercise of his functions.

pay to the CEO the Base Salary up to the normal expiration date of this Contract, or the Base Salary of one year, whichever is greater, withholding from said payments those amounts pursuant to law. TSM shall have the option to make that payment in a lump sum or in monthly payments, which will not extend beyond the period remaining of the Contract or one year, whichever is greater;

extend to the CEO the Fringe Benefits for the remainder of the term of this Contract or one year, whichever is longer;

pay any deferred compensation under Article 10; and

pay all amounts related to the CEO’s rights under the LTIP (including the compensation described in the second paragraph of this Article 15 related to vesting of equity and other awards under the LTIP) and 401-K benefit plan.

material breach of his obligations and duties as specified in this Contract;

conviction or allegation of nolo contendere of any felony or the conviction or allegation of nolo contendere of a misdemeanor involving fraud, dishonest or disreputable conduct or moral turpitude;

insubordination;

material non-compliance of this Contract or the rules, regulations, guidelines, policies, or code of ethics of TSM;

improper or disorderly conduct; or

the existence of a conflict of interest not previously disclosed to the Board.

Information, written or unwritten, and in any manner and regardless of not having been designated as confidential, which the CEO knows is treated as confidential by TSM; and

Information provided to TSM by third parties that TSM is in the obligation of maintaining confidential, specifically including client lists and client information.

If during the term of this Contract there occurs a “Change of Control” of TSM, as this term is defined in sub-paragraph “c” of this Article 23, and as a result thereof the CEO resigns for “Good Reason” (as such term is defined below) or is terminated from his employment Without Cause, the CEO will have the right to receive from TSM a compensation for termination in consideration for having remained as an employee of TSM and having failed to pursue other  present or potential professional or business opportunities.  Such compensation for termination will be a sum equivalent to twice the “Total Compensation” (as such 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 because of a Change of Control. TSM will also provide for the continuation of the Fringe Benefits then in effect during twenty-four (24) months. The Fringe Benefits shall not be payable in a lump sum and TSM’s obligation to pay such Fringe Benefits will cease as soon as the CEO obtains employment with a comparable benefit. Such compensation for termination shall be in substitution of, and not in addition to, any compensation to which the CEO is entitled under Articles 14, 15 or 16, but will not substitute his rights to payment of the deferred compensation under Article 10 and all vested amounts under the LTIP (including the compensation described in the second paragraph of Article 15 related to vesting of equity and other awards under the LTIP) and the 401-K benefit plan.

For purposes of this Article 23, 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 the average of the STDB of the three (3) years prior to said date.

A “Change of Control” will be understood to have occurred if:

any party acquires ownership of TWENTY-FIVE PERCENT (25%) or more of the total votes required for the election of the directors of TSM’s Board of Directors, or of such amount which, based on the cumulative vote, if this were allowed by the Articles of Incorporation and By-Laws of TSM, would permit such party to elect TWENTY-FIVE PERCENT (25%) or more of the directors of TSM;

as a result of, or in connection with, a tender offer or exchange offer of TSM stock, a consolidation, merger or other business combination, sale of assets or any combination of the aforementioned transactions, the persons who were directors of the Board prior to such transaction fail to constitute a majority of the board of directors of TSM or its successor;

there is a change of at least 30% of the directors of TSM’s Board of Directors as a result of a “proxy fight”, as such term is defined in Regulation 14A of the Securities Exchange Act of 1934, as amended; or

a sale or transfer of substantially all the assets of TSM to another corporation not affiliated to TSM occurs.

a change in the nature or scope of the CEO’s duties or functions from those performed on the date immediately preceding the date of the Change of Control;

a reduction in the CEO’s Base Salary from that received on the date immediately preceding the date of the Change of Control;

a reduction in the CEO’s ability to participate in the compensation plans, such as bonus, stock options, incentives or other compensation plans, in which he participated on the date immediately preceding the Change of Control, which reduction will be determined in comparison to the opportunities that TSM provides to executives with comparable duties or the opportunities of participation that the CEO had under said plans on the date immediately preceding the date of the Change of Control;

a change in the location of the CEO’s principal place of employment of more than twenty-five miles from the place where the CEO maintained his work office on the date immediately preceding the date of the Change of Control; or

the reasonable determination by the Board to the effect that, because of the Change of Control and a change in the circumstances thereafter affecting the employment position of the CEO, the CEO is unable to exercise the authority, powers, functions or duties assigned to his position in TSM on the date immediately preceding the date of the Change of Control.