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MANAGEMENT AND CONTROL

The Company, as a subsidiary of Mapfre Re, was assigned an A.M. Best rating of A- (Excellent) in 2008 based on the financial strength of the Company and the Mapfre Group. The Company has its own Board of Directors which numbered eight at the date of the examination. The Company has no employees but utilizes the services of affiliated companies. The Company utilizes the services of certain affiliated companies for data center systems.

Directors

The by-laws of the Company specify that the Board will not have less than seven (7) nor more than nine (9) directors with each director elected by the shareholders at their annual meeting. The elected directors shall hold office for one year and until their successors have been duly elected and qualified. The annual meeting of the Board will be held on the third Tuesday of March. Special meetings of the Board of Directors shall be held whenever called by the President, or by the Board of Directors. Notice of Special meetings shall be given to members of the Board either personally, or by mail, at least ten days prior to the time designated for the convening of such Special meeting. At all meetings of the Board of Directors, a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.

A listing of the Directors serving at December 31, 2008 and their principal occupation follows:

Robert E. Giddings

Semi-Retired/Consultant

Javier Jose Fernandez-Cid

Director and General Manager of Mapfre International (Parent)

Dennis Fantis

President of Road America (Affiliated Company)

Andres Jimenez

Chairman of Mapfre International (Parent)

Jorge Antonio Fernandez-Silva

Semi-retired/Consultant

Marc M. Tract, Esq.

Partner Katten Muchen Zavis Rosenman LLP

Jeremy R. Wallis

Consultant Mapfre Insurance Company

Jaime Tamayo

President and Chief Executive Officer Mapfre Insurance Company

Name

Principal Occupation

The Board has an investment committee, which consists of the following:

Jaime Tamayo Jorge Fernandez-Silva Dennis Fantis John J. Lynch – Permanent Consultant

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