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Undertaking And Agreement

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Exhibit 10.1


UNDERTAKING AND AGREEMENT


Undertaking and Agreement made this 26th day of May, 1999, by and among Motor Club of America, a New Jersey corporation having offices at 95 Route 17 South, Paramus, New Jersey 07653 ("Motor Club"), North East Insurance Company, a Maine corporation having offices at 482 Payne Road, Scarborough, Maine 04074 (the "Company") and Ronald A. Libby, an individual residing at 12 Ledge Hill Road, Gorham, Maine 04038 ("Libby").


W I T N E S S E T H:


WHEREAS, Motor Club and the Company have entered into an Agreement and Plan of Merger dated the date hereof (the "Merger Agreement"), whereby a to-be-formed wholly owned subsidiary of Motor Club will merge with and into the Company, with the Company being the surviving corporation (the "Merger"); and


WHEREAS, Motor Club, the Company and Libby desire to provide for and facilitate the Merger, the election of Libby as a director, President and Chief Operating Officer of the Company as of the Effective Time of the Merger (as defined in the Merger Agreement) and the revision of his employment arrangements with the Company.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants and other good and valuable consideration hereinafter set forth, the parties hereto agree as follows:


1. It is Motor Club's position that, by virtue of paragraph 14 of the
Employment Agreement dated as of December 1, 1998, by and between
Libby and the Company (the "Employment Agreement"), the Employment
Agreement supersedes in its entirety the Employment Continuity
Agreement dated October 26, 1996 by an
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