AMENDMENT NO. 3 TO REINSURANCE AND POOLING AGREEMENT

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Exhibit 10.13

AMENDMENT NO. 3
TO
REINSURANCE AND POOLING AGREEMENT

        WHEREAS, Zenith Insurance Company ("Zenith"), CalFarm Insurance Company ("CalFarm"), ZNAT Insurance Company ("ZNAT"), Zenith Star Insurance Company ("Zenith Star"), and Zenith Insurance Company of Florida (Zenith/Florida) have previously entered into a Reinsurance and Pooling Agreement effective October 1,1993; as amended, and

        WHEREAS, effective January 1, 1997, Zenith/Florida became a party to the Reinsurance and Pooling Agreement; and

        WHEREAS, effective June 30, 1998, Zenith/Florida has been merged with Zenith, and Zenith is the surviving corporation;

        IN CONSIDERATION of the premises, Zenith, CalFarm, ZNAT, and Zenith Star agree as follows:

1.

Amendment No. 2 to the Reinsurance and Pooling Agreement is terminated, effective June 30, 1998.



2.

Article V—Proportional Shares of the Reinsurance and Pooling Agreement is amended effective June 30, 1998, as follows:

Zenith Insurance Company		79.5	%
CalFarm Insurance Company		18.0	%
ZNAT Insurance Company		2.0	%
Zenith Star Insurance Company		.5	%

        IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment No. 3 to the Reinsurance and Pooling Agreement to be executed on its behalf, on this 15th day of July, 1998.

		ZENITH INSURANCE COMPANY
/s/  XXXX X. XXXXXXX XXXX X. XXXXXXX Secretary		By:	/s/  XXXXXXX X. XXX XXXXXXX X. XXX President
		CALFARM INSURANCE COMPANY
/s/  XXXX X. XXXXXXX XXXX X. XXXXXXX Secretary		By:	XXXXXXXXX XXXXXXX Senior Vice President
		ZNAT INSURANCE COMPANY
/s/  XXXX X. XXXXXXX XXXX X. XXXXXXX Secretary		By:	/s/  XXXXXXX X. XXX XXXXXXX X. XXX President
		ZENITH STAR INSURANCE COMPANY
/s/  XXXX X. XXXXXXX XXXX X. XXXXXXX Secretary		By:	/s/  XXXXXXX X. XXX XXXXXXX X. XXX President

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AMENDMENT NO. 3 TO REINSURANCE AND POOLING AGREEMENT