First Amendment to 20th Century Industries Restricted Shares Plan

Summary

This amendment updates the 20th Century Industries Restricted Shares Plan, originally approved in 1982, to increase the number of shares available for issuance to employees to a total of 250,000 shares. The shares may come from treasury stock, authorized but unissued shares, or shares purchased on the market. The amendment also specifies that forfeited shares can be reissued under the plan. The changes only take effect after approval by a majority of shareholders at the May 26, 1987 meeting.

EX-10.(A) 5 doc4.txt EXHIBIT 10(a) AMENDMENT TO 21st CENTURY INSURANCE GROUP RESTRICTED SHARES PLAN FIRST AMENDMENT TO 20TH CENTURY INDUSTRIES RESTRICTED SHARES PLAN The 20th Century Industries Restricted Shares Plan (the "Plan") which was approved by the shareholders of 20th Century Industries on May 25, 1982 is hereby amended as follows: 1. Section 4 of the Plan is amended to read as follows: "Section 4. Shares Available. The Board of Directors shall reserve for issuance or transfer to employees pursuant to the Plan an aggregate of not to exceed 250,000 of the shares of the Company without par value in addition the shares previously authorized prior to May 26, 1987. The shares shall be reserved out of (i) treasury shares, or (ii) authorized but unissued shares, or (iii) out of shares purchased on the market or from private sales from existing shareholders. In the event that any shares are forfeited to the Company pursuant to an employee's Restricted Shares Agreement, the number of shares forfeited shall thereafter be available for reissuance pursuant to the Plan." 2. Section 12 is added to the Plan to read as follows: "Section 12. Shareholder Approval to First Amendment. The First Amendment to 20th Century Industries Restricted Shares Plan shall not become effective and no shares shall be granted pursuant to such amendment until it is approved by the affirmative votes of the holders of a majority of the outstanding shares of the Company present, or represented, and entitled to vote at a meeting of shareholders to be held on May 26, 1987." The foregoing First Amendment to 20th Century Industries Restricted Shares Plan was adopted by the shareholders of 20th Century Industries at their Annual Meeting held on May 26, 1987. /s/ A. Kobayashi ------------------ A. Kobayashi, Secretary