0001140361-06-003089 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT Pursuant to the 21ST CENTURY INSURANCE GROUP
Incentive Stock Option Agreement • February 28th, 2006 • 21st Century Insurance Group • Fire, marine & casualty insurance • California

This Incentive Stock Option Agreement (“Option Agreement”) is made and entered into as of the Date of Grant shown on the attached Notice of Grant of Stock Options and Option Agreement (The “Notice of Grant”) by and between 21st Century Insurance Group, a Delaware corporation (the “Company”), and the person named on the Notice of Grant (the "Optionee").

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NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the 21ST CENTURY INSURANCE GROUP
Non-Qualified Stock Option Agreement • February 28th, 2006 • 21st Century Insurance Group • Fire, marine & casualty insurance • California

This Non-Qualified Stock Option Agreement (“Option Agreement”) is made and entered into as of the Date of Grant shown on the attached Notice of Grant of Stock Options and Option Agreement (The “Notice of Grant”) by and between 21st Century Insurance Group, a Delaware corporation (the “Company”), and the person named on the Notice of Grant (the "Optionee").

Re: Amendment to Your Retention Agreement
Retention Agreement • February 28th, 2006 • 21st Century Insurance Group • Fire, marine & casualty insurance

Pursuant to action taken by the Board of Directors of 21st Century Insurance Group and its subsidiary, 21st Century Insurance Company (hereinafter collectively referred to as the “Company”) on December 14, 2005, this letter agreement constitutes an amendment to your Retention Agreement with the Company.

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