Amendment No. 4 to Workers' Compensation and Employers' Liability Excess of Loss Reinsurance Agreement between Employers Reinsurance Corporation and Zenith Insurance Companies

Exhibit 10.9

AMENDMENT NO. 4

        The Workers' Compensation and Employers' Liability Excess of Loss Reinsurance Agreement of July 1, 2002, between EMPLOYERS REINSURANCE CORPORATION of Overland Park, Kansas and ZENITH INSURANCE COMPANY and ZNAT INSURANCE COMPANY, both of Woodland Hills, California and ZENITH STAR INSURANCE COMPANY of Austin, Texas is hereby amended as follows:

        As respects net premium income entered on the books and records of the REINSURED on or after January 1, 2005, the reinsurance premium rates set forth in Article VIII, REINSURANCE PREMIUM, as respects Layer One and Layer Three are hereby amended and, accordingly, the first and third paragraphs of that article are hereby deleted in their entirety and the following are substituted therefor:

        REINSURANCE PREMIUM.    As respects net premium income derived from Layer One of this agreement, the REINSURED shall pay to the CORPORATION a reinsurance premium equal to 1.258% of the net premium income derived by the REINSURED from the line of business to which this agreement applies.

        As respects net premium income derived from Layer Three of this agreement, the REINSURED shall pay to the CORPORATION a reinsurance premium equal to .532% of the net premium income derived by the REINSURED from the line of business to which this agreement applies.

        In all other respects not inconsistent herewith, said agreement shall remain unchanged.

        IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed in duplicate.

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