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

Jaime Tamayo Andres Jimenez Javier Fernandez-Cid John J. Lynch – Permanent Consultant

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

Jaime Tamayo Jorge Fernandez-Silva Jeremy Wallis John Lynch – Permanent Consultant

Officers

The officers of the Company who were

elected and serving at December 31, 2008 were as follows:

Jamie Tamayo Pedro Armando Freyre Esq. John J. Lynch Maria Fenton Oscar Bosque Lou Maldonado Mariam George Stefen Jensen

President and CEO Secretary Senior Vice President, CFO and Treasurer Director of Administration Senior Vice President Vice President- Claims Vice President and Controller Executive Vice-President

The business and affairs of the Company are managed by the President and his delegated officers under the guidance of the Board of Directors.

The President of the Company, subject to the direction of the Board, shall be the chief executive officer of the Company, shall have general charge and supervision of the responsibility for the business and affairs of the

Company, shall have the direction of all other officers and employees and may assign

officers of the Company as management usually vested in

he the

deems appropriate. office of the president

He of a

shall have company.

the

general

such duties to the other powers and duties of

CONFLICT OF INTEREST

The Company completes conflict of interest questionnaires annually. A formal report is prepared by the Corporate Secretary indicating annual compliance with the Company’s conflict of interest questionnaires and reports any conflicts to the Board of Directors.

PARENT, SUBSIDIARIES AND AFFILIATES

The Company is a member of an insurance holding company system as defined in N.J.S.A. 17:27A-1 and is wholly owned by Mapfre USA Corp., an affiliated Florida holding company.

Under New Jersey law, the Company files a holding company registration statement with the NJDOBI. Examination review of the holding company registration statement filed with the NJDOBI supports the

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