AMENDMENT NO. 1
TO STANDSTILL AGREEMENT
Reference is hereby made to that certain Standstill Agreement,
dated June 30, 1999 (the "Agreement"), by and between Zenith National Insurance
Corp. (the "Company") and Fairfax Financial Holdings Limited, a Canada
corporation ("Fairfax"). Defined terms used but not otherwise defined herein
shall have the meanings specified in the Agreement.
Whereas, the parties to the Agreement desire to extend the term
of the Agreement as set forth herein;
Now, therefore, the Agreement is hereby modified and amended, as
follows:
1. Amendment. The penultimate sentence of Section 1.1 is hereby
deleted in its entirety and replaced with the following:
"The covenants and agreements contained in
this Section 1.1 shall survive until the
earlier of (i) December 31, 2006 and (ii) the
date on which Xxxxxxx X. Xxx is no longer the
full-time Chairman of the Board and President
of the Company."
2. Effective Date. This amendment shall become effective as of the
date hereof.
3. Effect of Amendment. Except as amended hereby, the Agreement is
ratified and confirmed and shall continue in full force and
effect.
4. Counterparts. This amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all
of which taken together shall be one and the same instrument.
IN WITNESS WHEREOF, this Amendment is executed this 21st day of
March, 2003.
Zenith National Insurance Corp.
By: /s/ Xxxxxxx X. Xxx
---------------------------------
Name: Xxxxxxx X. Xxx
Title: President and Chairman of
the Board
ACCEPTED AND AGREED to by:
Fairfax Financial Holdings Limited
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President, Corporate Affairs
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