0000950156-07-000686 Sample Contracts

EXECUTION COPY VOTING AGREEMENT

Execution Copy • October 31st, 2007 • Commerce Group Inc /Ma • Fire, marine & casualty insurance • New York

• Contract Type
  Execution Copy
• Filed
  October 31st, 2007
• Company
  Commerce Group Inc /Ma
• Industry
  Fire, marine & casualty insurance
• Jurisdiction
  New York

AGREEMENT, (this "Agreement"), dated as of October 30, 2007, between Mapfre S.A., a company organized under the laws of Spain ("Parent"), and the persons listed on the signature pages hereof (the "Shareholders").

EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of October 30, 2007 by and among MAPFRE S.A., MAGELLAN ACQUISITION CORP. and THE COMMERCE GROUP, INC. <PAGE> <PAGE> i <PAGE> ii <PAGE> iii

Agreement and Plan of Merger • October 31st, 2007 • Commerce Group Inc /Ma • Fire, marine & casualty insurance • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 31st, 2007
• Company
  Commerce Group Inc /Ma
• Industry
  Fire, marine & casualty insurance
• Jurisdiction
  New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2007 (this "Agreement"), is made and entered into by and among MAPFRE S.A., a company organized under the laws of Spain ("Parent"), Magellan Acquisition Corp., a Massachusetts corporation and an indirect wholly-owned subsidiary of Parent ("Subsidiary"), and The Commerce Group, Inc., a Massachusetts corporation (the "Company").