RETENTION AGREEMENTS SUBSTANTIALLY IN THE FORM OF THIS
EXHIBIT FOR EXECUTIVES                                             EXHIBIT 10(o)

                               RETENTION AGREEMENT

This  Agreement  between ____________________ ("you") and 21st Century Insurance
Group  and  its  subsidiary,  21st  Century  Insurance  Company  (hereinafter
collectively  referred to as the "Company") has been entered into as of April 1,
2003.  This  Agreement  promises  you  severance  benefits if you are terminated
without  Cause  or  resign  for  Good  Reason during the Term of this Agreement.
Capitalized  terms  are  defined  in  the  last  section  of  this  Agreement.

1.   PURPOSE

The  Company  considers  a  sound  and  vital  management  team to be essential.
Management personnel who become concerned about the possibility that the Company
may  undergo  substantial  or adverse changes may terminate employment or become
distracted.  Accordingly, the Board has determined that appropriate steps should
be  taken to minimize the distraction or concerns executives may suffer from the
possibility  of  such  events or business conditions.  One step is to enter into
this  Agreement  with  you.

2.   EVENTS THAT TRIGGER SEVERANCE BENEFITS

     (a)     Termination

You  will receive Severance Benefits under this Agreement if, during the Term of
this  Agreement,  your  employment is terminated by the Company without Cause or
you  resign  for  Good  Reason.

Your  Severance  Benefits under this Agreement will continue to apply if you are
transferred  to  an  affiliate  of  the  Company  and you are terminated by such
affiliate  without  Cause  or  you  resign  from such affiliate for Good Reason.

     (b)     Successor  Fails  to  Assume  This  Agreement
You  also  will  receive  Severance Benefits under this Agreement if, during the
Term of this Agreement, a successor to the Company or affiliate to which you are
transferred  fails  to  assume  this  Agreement.

3.   EVENTS THAT DO NOT TRIGGER SEVERANCE BENEFITS

You  will  not be entitled to Severance Benefits if your employment ends because
you  are  terminated for Cause or on account of Disability or because you resign
without  Good  Reason,  retire, or die.  Except as provided in Section 2(b), you
will  not  be  entitled to Severance Benefits while you remain protected by this
Agreement  and  remain  employed  by  the  Company,  its  affiliates,  or  their
successors.

4.   TERMINATION PROCEDURES

If you are terminated by the Company during the Term of this Agreement, you will
receive  advance written notice of your termination ("Termination Notice"). This
Termination  Notice will be given to you at least 30 days in advance, unless you
are  being  terminated  for Cause.  The Termination Notice will indicate why you
are  being  terminated  and  will  set  forth in reasonable detail the facts and
circumstances claimed to provide a basis for your termination.  If you are being
terminated  for  Cause,  your  Termination  Notice  will  include  a  copy  of a
resolution  duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board (at a meeting of the Board called and held
for  the  purpose of considering your termination and after reasonable notice to
you  and  an  opportunity for you and your counsel to be heard


<PAGE>
before  the Board) finding that Cause for your termination exists and specifying
the  basis for that opinion in detail. If you are purportedly terminated without
the  Termination  Notice required by this Section, your termination shall not be
effective.

5.   SEVERANCE BENEFITS

     (a)     In  General

If  you  become  entitled  to  Severance Benefits under this Agreement, you will
receive  all  of  the  Severance  Benefits  described in this Section. Severance
Benefits  payable  to  you following your termination of employment will be paid
only  if  you  deliver  to  the  Company  (substantially in the form attached as
Exhibit  A  and by the deadline it prescribes) your executed general and special
release  (The  "Release")  of  all  claims you may have against the Company, its
affiliates  and  directors,  officers,  employees  and  others  specified in the
Release,  relating  to  your  termination  of  employment, other than claims for
failure  to  fulfill  obligations  created by the Agreement, indemnification and
defense  cost  adjustment  rights,  pension  plan  and  supplemental  executive
retirement  plans,  401(k) plans and supplemental 401(k) plans, stock option and
restricted stock plans, or under any other employee benefit or vacation programs
of  the  Company  to  which  you  are  entitled.

     (b)     Lump-Sum  Payment  in  Lieu  of  Future  Compensation

In lieu of any further cash compensation for periods after your employment ends,
you  will  be paid a cash lump sum equal to 2.5 times your annual base salary in
effect  immediately  before  any  Notice of Termination or Good Reason event for
which  you  terminate  employment.

     (c)     Vesting  of  Stock  Options  and  Waiver of 90 Day Post-Termination
Expiration  Provision

If  you  become entitled to Severance Benefits under this Agreement, the Company
agrees  that  any  unvested  stock  option  grants  outstanding  shall  become
immediately  vested  on the date your employment ends and that the Company shall
waive  any  requirement  that  vested  options  be  exercised  within 90 days of
termination  of  employment  and  allow such options to be exercisable for their
full  remaining  term,  subject  to  a  maximum  of  five years from the date of
termination  of  your  employment.

     (d)     Group  Insurance  Benefit  Continuation

During  the  period  that  begins when you become entitled to Severance Benefits
under  this  Agreement  and  ends  on  the  last  day of the 30th calendar month
beginning  thereafter,  the  Company  shall  provide,  at no cost to you or your
spouse  or  dependents,  the  life,  disability,  accident, and health insurance
benefits  (or  substantially  similar benefits) it was providing to you and your
spouse  and  dependents  immediately  before  you  became  entitled to Severance
Benefits  under  this  Agreement (or immediately before a benefit reduction that
constitutes  Good  Reason,  if  you  terminate employment for that Good Reason).
These  benefits  shall be treated as satisfying the Company's COBRA obligations.
After  the  benefit continuation under this subsection ends, you and your spouse
and dependents will be entitled to any remaining COBRA rights. This benefit will
terminate at such time as you become eligible for substantially similar benefits
as  a  result  of  subsequent  employment.


<PAGE>
6.   GOLDEN PARACHUTE LIMITATION

Your  aggregate  payments  and  benefits  under  this  Agreement  and  all other
contracts,  arrangements,  or  programs shall not exceed the maximum amount that
may be paid without triggering golden parachute penalties under Section 280G and
related  provisions of the Internal Revenue Code, as determined in good faith by
the  Company's independent auditors.  If your benefits must be cut back to avoid
triggering  such penalties, your benefits will be cut back in the priority order
you  designate  or,  if  you fail to designate an order within a reasonable time
specified  by the Company, in the priority order designated by the Company.  You
and the Company agree to cooperate with each other reasonably in connection with
any administrative or judicial proceedings concerning the existence or amount of
golden  parachute  penalties  on  payments  or  benefits  you  receive.

7.   TIME FOR PAYMENT

You  will  be  paid  your cash Severance Benefits within 5 days after you become
entitled  to  Severance  Benefits  under  this  Agreement  (e.g.,  within 5 days
following  your  termination  of employment) or, if later, the date specified in
the  Separation  Agreement  and  General and Special Release of Claims Agreement
executed  in  connection  with  this  Agreement.

8.   PAYMENT EXPLANATION

When  payments  are  made  to  you,  the Company will provide you with a written
statement  explaining  how  your  payments were calculated and the basis for the
calculations.  This  statement  will  include  any  opinions or other advice the
Company  has received from auditors or consultants as to the calculation of your
benefits.

9.   RELATION TO OTHER SEVERANCE PROGRAMS

Your  Severance  Benefits  under this Agreement are in lieu of and supercede any
severance  or  similar  benefits  that  may  be  payable  to you under any other
employment agreement or other arrangement, other than any benefits payable under
the  Executive  Severance  Plan  as it exists on the date hereof (the "Executive
Severance  Plan")  and  the  Supplemental Executive Retirement Plan which may be
payable  following  a  change  in  control  of the Company. In the event you are
terminated or resign after a change in control under circumstances which entitle
you  to  benefits  under  the Executive Severance Plan, you shall be entitled to
receive  the benefits payable under the Executive Severance Plan (subject to all
the  terms  and  limitations  thereof)  and  you  shall  not  be entitled to any
Severance  Benefits  under  this  Agreement if you in fact receive the severance
benefits  to  which you are entitled under the Executive Severance Plan. Nothing
in this Agreement shall be deemed to affect your entitlement to benefits payable
under the Supplemental Executive Retirement Plan. Subject to the foregoing, this
Agreement  constitutes  the entire agreement between you and the Company and its
affiliates  with  respect  to  severance  benefits.

10.  AMENDMENTS

This  Agreement  may be modified only by a written agreement executed by you and
the  chief  executive officer or general counsel of the Company that is approved
by  the  Board  of  Directors  of  the  Company.

11.  GOVERNING LAW

This Agreement creates a "top hat" employee benefit plan subject to the Employee
Retirement  Income  Security  Act  of  1974,  and  it  shall  be  interpreted,
administered, and enforced in


<PAGE>
accordance with that law; the Company is the "plan administrator." To the extent
that  state  law  is  applicable,  the  statutes  and common law of the State of
California,  excluding  any that mandate the use of another jurisdiction's laws,
shall  apply.

12.  CLAIMS

     (a)     When  Required;  Attorneys'  Fees

You do not need to present a formal claim to receive benefits payable under this
Agreement.  However,  if  you  believe that your rights under this Agreement are
being  violated, you must file a formal claim with the Company (for the purposes
of  this  Section  12,  21st  Century  Insurance  Group)  in accordance with the
procedures  set  forth  in  this Section.  If the claim cannot be resolved under
these administrative procedures, the Company will pay your reasonable attorneys'
fees  and  related  costs  in  enforcing your rights under this Agreement if you
ultimately  prevail.

     (b)     Initial  Claim

Your  claim  must  be presented to the Company in writing.  Within 90 days after
receiving  the  claim,  a claims official appointed by the Company will consider
your  claim  and  issue his or her determination thereon in writing.  The claims
official  may extend the determination period for up to an additional 90 days by
giving  you  written notice.  With your consent, the initial claim determination
period  can  be  extended further. If you can establish that the claims official
failed  to  respond to your claim in a timely manner, you may treat the claim as
having  been  denied  by  the  claims  official.

     (c)     Claim  Decision

If  your  claim  is  granted,  the  benefits  or  relief you are seeking will be
provided.  If  your  claim  is  wholly  or partially denied, the claims official
shall, within 90 days (or a longer period, as described above), provide you with
written  notice  of  the  denial,  setting  forth,  in a manner calculated to be
understood  by  you:  (i)  the  specific  reason or reasons for the denial; (ii)
specific  references  to  the  provisions  on which the denial is based; (iii) a
description  of  any  additional  material  or  information necessary for you to
perfect  your  claim,  together  with  an  explanation  of  why  the material or
information  is  necessary;  and  (iv)  an  explanation  of  the  procedures for
appealing  denied  claims.  If you establish that the claims official has failed
to  respond  to your claim in a timely manner, you may treat the claim as having
been  denied  by  the  claims  official.

     (d)     Appeal  of  Denied  Claims

You  may  appeal  the  claims  official's  denial of your claim in writing to an
appeals official designated by the Company (which may be a person, committee, or
other  entity)  for  a  full  and  fair  appeal.  In connection with the appeals
proceeding,  you  (or  your duly authorized representative) may review pertinent
documents  and  may  submit  issues  and  comments  in  writing.

     (e)     Appeal  Decision

The  decision  by  the  appeals  official will be made within 60 days after your
appeal  request,  unless  special circumstances require an extension of time, in
which case the decision will be rendered as soon as possible, but not later than
120  days  after your appeal request, unless you agree to a greater extension of
that  deadline.  The  appeal  decision will be in writing, set forth in a manner
calculated  to  be  understood  by you; it will include specific reasons for the
decision,  as  well  as  specific references to the pertinent provisions of this
Agreement  on  which  the  decision  is based.


<PAGE>
If  you  do  not receive the appeal decision by the date it is due, you may deem
your  appeal  to  have  been  denied.

     (f)     Procedures

The  Company  will  adopt procedures by which initial claims and appeals will be
considered  and  resolved; different procedures may be established for different
claims.  All  procedures  will  be  designed  to  afford  you  full  and  fair
consideration of your claim.  Notwithstanding anything in this Section 12 to the
contrary,  claims  and  appeals shall be resolved through procedures that comply
with  applicable  Department  of  Labor  regulations  as  then  in  effect.

13.  LIMITATION ON EMPLOYEE RIGHTS

This  Agreement does not give you the right to be retained in the service of the
Company.

14.  VALIDITY

The  invalidity or unenforceability of any provision of this Agreement shall not
affect  the validity or enforceability of any other provision of this Agreement.

15.  COUNTERPARTS

This  Agreement  may  be executed in several counterparts, each of which will be
deemed  an  original,  but  all  of  which  will  constitute  one  and  the same
instrument.

16.  GIVING NOTICE

     (a)     To  the  Company

All  communications  from  you to the Company relating to this Agreement must be
sent to the Company in writing, addressed as follows (or in any other manner the
Company  notifies  you  to  use):

     If  Mailed     21st  Century  Insurance  Group
                    Attention:  Bruce  W.  Marlow,  President  and  CEO
                    6301  Owensmouth  Ave.
                    Woodland  Hills  CA  91367

     If  Faxed      21st  Century  Insurance  Group
                    Attention:  Bruce  W.  Marlow,  President  and  CEO
                    Fax:  818  715-6223
                    Tel.:  818  704-3393

     (b)     To  You

All  communications  from  the Company to you relating to this Agreement must be
sent  to  you  in  writing, addressed as indicated at the end of this Agreement.

17.  DEFINITIONS

     (a)     Agreement

"Agreement"  means  this  contract,  as  amended.

     (b)     Board

"Board"  means  the  Board  of  Directors  of  the 21st Century Insurance Group.


<PAGE>
     (c)     Cause

"Cause"  means  any  of  the  following:

     (1)  Willful  Failure  to Perform Duties. You continue willfully to fail to
          perform  your  duties  for  the  Company  after  a  written demand for
          performance  has  been delivered to you by the Board that specifically
          identifies  how  you  have failed to perform. Your conduct will not be
          considered  "willful"  if  a  reasonable person would believe that you
          were acting in the best interests of the Company or if your failure to
          perform  was caused by your physical or mental illness. You may not be
          terminated  for  Cause  under  this  paragraph after you have properly
          notified  the  Company  that  you  are  resigning  for  Good  Reason.

     (2)  Willful  Adverse  Conduct.  You  willfully  engage  in conduct that is
          demonstrably  and  materially  injurious  to  the  Company  or  its
          affiliates,  monetarily  or  otherwise.  Your  conduct  will  not  be
          considered  "willful"  if  you  believed  in  good faith that you were
          acting  in  the  best  interests  of  the  Company and such belief was
          reasonable.

(3)     Disability.


     (d)     Company

"Company"  means 21st Century Insurance Group and 21st Century Insurance Company
and any successor to the business or assets of either that (by operation of law,
or  otherwise)  assumes  and agrees to perform this Agreement.  The liability of
the  each  such  Company  hereunder  shall  be  joint  and  several.

     (e)     Disability

"Disability" means that, due to physical or mental disability: (i) you have been
absent  from  the  full-time  performance  of  your  duties with the Company for
substantially  all  of  a  period  of 6 consecutive months; (ii) the Company has
notified  you  that  it  intends  to  terminate  your employment because of your
inability  to perform your job duties on account of Disability; and (iii) you do
not  resume  the  full-time  performance  of  your  duties  within 30 days after
receiving  notice  of  your intended termination on account of your inability to
perform  your  job  duties  on  account  of  Disability.

     (f)     Good  Reason

"Good  Reason" means the occurrence of any of the following without your express
written  consent:

     (1)  Breach  of Promise. The Company has committed a material breach of its
          obligations  under  this  Agreement.

     (2)  Improper  Termination.  You  are  purportedly  terminated,  other than
          pursuant  to  a  Termination  Notice  satisfying  the  requirements of
          Section  4.

     (3)  Constructive  Termination.  You  are  constructively terminated by the
          Company,  as  reasonably determined by you in good faith, by reason of
          Company, Board or controlling shareholder actions that (i) reduce your
          base  compensation or benefits by more than 5% in any 12 month period,
          or  (ii) materially reduce your benefits under incentive plans without
          regard  to  either  your  performance or the


<PAGE>
          Company's  performance,  or  (iii) demote you or materially change the
          nature  or location of your position, or (iv) materially interfere, in
          a  manner  inconsistent  with  the  Company  standards  and  rules  of
          corporate governance, with your fulfillment of the responsibilities of
          your  office  and  employment.

However, an event that is or would constitute Good Reason shall cease to be Good
Reason  if:  (a)  you do not terminate employment within 45 days after the event
occurs;  or  (b)  you were a primary instigator of the Good Reason event and the
circumstances  make  it  inappropriate  for  you  to receive benefits under this
Agreement  (e.g.,  you  agree  temporarily  to  relinquish  your position on the
occurrence  of  a  merger transaction you negotiate). If you have Good Reason to
terminate employment, you may do so even if you are on a leave of absence due to
physical  or  mental  illness  or  any  other  reason.

     (g)     Severance  Benefits

"Severance  Benefits"  means  your  benefits  under Section 5 of this Agreement.

     (h)     Term  of  this  Agreement

"Term  of  this  Agreement"  means the period that commences on the date of this
Agreement  and  ends  on  a  date  specified by the Board for expiration of this
Agreement (at least 24 months' advance written notice of this date must be given
to  you  before  it is effective); provided, however, that in no event shall the
Term  of  this  Agreement  be  less  than  three  years.


                                       21st  Century  Insurance  Group



Date     _________________________     _________________________________________
                                       Bruce  W.  Marlow
                                       President  and  CEO



                                       21st  Century  Insurance  Group



Date     _________________________     _________________________________________
                                       _________________________
                                       _________________________

Company notices to you shall be addressed as follows (or in any other manner you
notify  the  Company  to  use):

     If  Mailed


<PAGE>
                                    EXHIBIT A
                                    ---------

                              SEPARATION AGREEMENT
                                       AND
                      GENERAL AND SPECIAL RELEASE OF CLAIMS

     This  Separation  Agreement  and  General  and Special Release of Claims is
entered  into  by  ____________________  ("Employee") and 21st Century Insurance
Group  and Subsidiaries (hereinafter collectively referred to as the "Company").
It  is  entered  into  to  resolve amicably all matters between Employee and the
Company  concerning  Employee's employment and the cessation of that employment.

     1.     Separation Benefits.  Notwithstanding this Agreement, Employee shall
            -------------------
receive payment of all accrued and unpaid salary and vacation through Employee's
last  day  of  employment,  subject  to  required and authorized deductions.  In
exchange  for  Employee's  decision  to enter into this Agreement as well as the
Severance  Agreement,  the Company agrees to pay Employee the severance payments
set  forth  in  the  Severance Agreement.  The payments shall be made payable to
Employee  after  expiration  of  the revocation period set forth in paragraph 7,
provided  that  Employee  has  not  exercised  Employee's  right  of revocation.

     2.     Release.  Employee  (on  behalf  of  Employee and Employee's agents,
            -------
heirs,  successors,  assigns,  spouses,  executors  and/or  administrators) does
hereby  and forever release and discharge the Company as well as the successors,
predecessors,  partnerships,  partners,  joint  venturers,  affiliated entities,
parents, subsidiaries, officers, directors, shareholders, accountants, insurers,
advisors,  employees,  attorneys,  heirs,  assigns,  agents,  spouses, executors
and/or  administrators and representatives of the Company, past or present, from
any  and  all  causes  of  action,  actions, judgments, liens, debts, contracts,
indebtedness,  damages,  losses,  claims,  liabilities,  rights,  interests  and
demands of whatsoever kind or character, known or unknown, suspected to exist or
not  suspected  to  exist,  anticipated  or  not  anticipated,  whether  or  not
heretofore  brought before any state or federal court, which Employee has or may
have  against  any  released  person  or  entity, by reason of any and all acts,
omissions, events or facts occurring or existing prior to the date the Agreement
is signed by Employee, including, without limitation, all claims attributable to
the  employment  of  Employee,  all claims attributable to the cessation of that
employment,  and  all  claims  arising  under  any  federal,  state  or  other
governmental  statute,  regulation  or  ordinance  or  common  law, such as, for
example  and without limitation, breach of contract, breach of implied covenant,
breach  of  oral  or  written  promise,  allegedly unpaid compensation, wrongful
termination,  infliction  of  emotional  distress, defamation, interference with
contract  relations  or  prospective  economic  advantage,  negligence,
misrepresentation  or  employment  discrimination, violation of Title VII of the
Civil  Rights  Act of 1964, the Civil Rights Act of 1866, the Age Discrimination
in  Employment  Act of 1967, the Americans with Disabilities Act, the Family and
Medical  Leave  Act,  the  WARN Act, the Equal Pay Act, the Fair Labor Standards
Act, ERISA, the California Unruh Act, the California Fair Employment and Housing
Act,  the  California Labor Code (excepting any workers' compensation claim) and
wrongful  termination claims, excepting only those obligations expressly recited
to be performed hereunder.  Employee acknowledges that Employee is not presently
suffering  from  any  work-related  injury and that Employee has fully recovered
from  any  and  all  prior  work-related  injuries.

     In  light  of  the  intention of Employee (for Employee, Employee's agents,
heirs, successors, assigns, executors, spouses, and/or administrators) that this
release  extend  to  any  and


<PAGE>
all claims of whatsoever kind or character, known or unknown, Employee expressly
waives  any and all rights granted by California Civil Code Section 1542 (or any
other  analogous  federal  or  state  law  or regulation). Section 1542 reads as
follows:

     A  GENERAL  RELEASE  DOES  NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
     WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
     DEBTOR.

     3.     No  Admissions  or  Assignment.  Nothing  contained  herein shall be
            ------------------------------
construed  as  an admission of wrongdoing or liability by either the Employee or
the  Company.  Employee  shall make no assignment of any matter released by this
Agreement  and  Employee  represents  that  no  such  assignment  has been made.

     4.     Company  Property  and  Confidential  Information.   All  memoranda,
            -------------------------------------------------
notes,  records  and  other  documents  made  or  compiled  by  Employee or made
available  to Employee during Employee's employment concerning or related to the
Company  or  any  if  its  clients, whether in hard copy or electronic form, are
Company  property.   Employee  agrees  to  deliver  all  Company property to the
Company  upon  request  by the Company, and if not requested, upon or before the
cessation  of  Employee's employment with the Company.  Employee agrees that any
and  all  non-public  information  about  the  Company  or  any  of  its clients
constitutes  Confidential  Information.  Employee  agrees not to disclose to any
person, directly or indirectly,  (including without limitation present or former
employees  of  the  Company),  any  Confidential  Information excepting only (i)
Employee's  spouse,  if  any, (ii) Employee's attorneys and accountants, only as
necessary,  and  (iii)  under  compulsion  of  law  or  court  process.

     5.       Covenant  Not  To  Sue.  Employee covenants and represents that he
              -----------------------
shall  have no right whatsoever to file any lawsuit or institute any other legal
proceeding  of any type whatsoever against the Company based upon or arising out
of  or  during  Employee's employment with the Company based upon facts, acts or
omissions  occurring  prior  to  the  date  of  the  signing  of this Separation
Agreement  and  General  and  Special  Release  of  Claims.

     6.     Entire  Agreement/Modifications/Severability.  This  Agreement
            --------------------------------------------
constitutes  a single integrated contract expressing the entire agreement of the
parties  with respect to the subject matter hereof, including without limitation
all  matters  pertaining  to  or  arising  out  of  the Employee's employment or
employment  termination,  and  supersedes  all  prior  and contemporaneous oral,
written  and  implied  agreements  and  discussions  with respect to the subject
matter  hereof.  There  are  no  other  agreements,  written or oral, express or
implied,  between  the  parties  hereto,  concerning  the subject matter hereof,
except  as  set forth herein.  This Agreement may be amended or modified only by
an  agreement  in  writing.  Should any provision of this Agreement become or be
held  to be legally unenforceable, no other provision of this Agreement shall be
affected,  and  this  Agreement shall be construed to be enforceable or shall be
construed  as  if  the Agreement had never included the unenforceable provision.
Any  invalid  or  unenforceable provision of this Agreement shall be modified or
reformed  as  permitted  by  law  so that such provision is no longer invalid or
unenforceable.

     7.     Waiting  Period and Right of Revocation.  EMPLOYEE ACKNOWLEDGES THAT
            ---------------------------------------
EMPLOYEE  IS  AWARE  THAT  AND  IS HEREBY ADVISED THAT EMPLOYEE


<PAGE>
HAS  THE  RIGHT  TO CONSIDER THIS AGREEMENT FOR TWENTY-ONE DAYS FROM THE DATE OF
DELIVERY  OF THIS RELEASE FORM BEFORE SIGNING IT AND THAT IF EMPLOYEE SIGNS THIS
AGREEMENT  PRIOR  TO THE EXPIRATION OF TWENTY-ONE DAYS, EMPLOYEE IS WAIVING THIS
RIGHT  FREELY AND VOLUNTARILY. EMPLOYEE ALSO ACKNOWLEDGES THAT EMPLOYEE IS AWARE
OF  AND  IS  HEREBY  ADVISED  OF EMPLOYEE'S RIGHT TO REVOKE THIS AGREEMENT FOR A
PERIOD  OF  SEVEN DAYS FOLLOWING THE SIGNING OF THIS AGREEMENT AND THAT IT SHALL
NOT  BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. TO
REVOKE  THIS  AGREEMENT,  EMPLOYEE  MUST  NOTIFY THE COMPANY, IN WRITING, WITHIN
SEVEN  DAYS  OF  SIGNING  IT.

     8.     Attorney  Advice.  EMPLOYEE  ACKNOWLEDGES  THAT EMPLOYEE IS AWARE OF
            ----------------
EMPLOYEE'S  RIGHT  TO  CONSULT  AN  ATTORNEY,  THAT EMPLOYEE HAS BEEN ADVISED TO
CONSULT  WITH  AN ATTORNEY, AND THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT
WITH  AN  ATTORNEY,  IF  DESIRED,  PRIOR  TO  SIGNING  THIS  AGREEMENT.


<PAGE>
     9.     Understanding  of  Agreement.  Employee  states  that  Employee  is
            ----------------------------
physically  and  mentally  competent to enter into this Agreement, that Employee
has  carefully  read  this  Agreement, that Employee has had sufficient time and
opportunity  to  consider its terms and to obtain legal advice, if desired, that
Employee  fully  understands its effect, that the only promises made to Employee
to sign this Agreement are those stated above, and that Employee is signing this
Agreement  voluntarily  and  without  any  threat,  duress,  coercion  or  undue
influence.

Dated:     _______________,  2003     By  ___________________________
                                               Employee




Dated:     _______________,  2003     21st Century Insurance Group and
           Subsidiaries




                                      By  ____________________________
                                          [name of Company official]
                                          [title]


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