The following individuals shall not be deemed an “independent” director of the Company:

1. A director who is an employee or whose immediate family member ¹ is an executive officer of the Company ² would not be independent until three years after the end of such employment relationship;
   
   
2. A director who receives or whose immediate family member receives during any twelve-month period more than $100,000 in direct compensation ³ from the Company, would not be independent until three years after he or she ceases to receive more than $100,000 per year in such compensation;
   
   
3. A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company would not be independent until three years after the end of the affiliation or the employment or auditing relationship;
   
   
4. A director or an immediate family member who is employed, as an executive officer of another company where any of the Company's present executive officers serve on that company's compensation committee would not be independent until three years after the end of such service or the employment relationship; or
   
   
5. A director who is an employee, or whose immediate family member is an executive officer of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, would not be independent until three years after falling below such threshold.

Moreover, no director qualifies as "independent" unless the Board of Directors of   Triple-S Management Corporation affirmatively so determines that he or she has no material relationship with the company.

1 “Immediate family member” includes a person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person's home.

2 “Company” includes any parent or subsidiary of Triple-S Management Corporation.