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                                                                    EXHIBIT 10.4


                      SUPPLEMENT TO GRANTOR TRUST AGREEMENT


         THIS SUPPLEMENT TO GRANTOR TRUST AGREEMENT (this "Supplement") is made
and entered into as of the 22nd day of January, 1998, by NATIONAL AMERICAN
CORPORATION, a Nevada corporation (the "Company"), and a majority of the persons
presently named as beneficiaries under the Grantor Trust Agreement, dated as of
September 30, 1991 (the "Trust Agreement"), between the Company and UNION BANK
OF CALIFORNIA, N. A., as Trustee (the "Trustee").

                                    RECITALS

         A. The Company entered into the Trust Agreement to provide, among other
things, for the funding of its indemnification obligations to its directors and
officers under indemnification agreements, its constituent instruments, and
applicable law.

         B. Pursuant to Section 12 of the Trust Agreement, the Company and a
majority of the persons presently named as beneficiaries under the Trust
Agreement desire to provide for the termination of the trust created by the
Trust Agreement (the "Trust") and for the distribution to the Company of all of
the assets in the Trust as of January 31, 1998.

         C. There is no litigation or other proceeding pending or threatened
with respect to any Claim (as defined in the Trust Agreement) and no beneficiary
under the Trust Agreement has given notice that any Claim is likely to be
asserted in the future on the grounds of evidence known to or suspected by such
beneficiary.

                                   AGREEMENTS

         NOW, THEREFORE, the Company and a majority of the persons presently
named as beneficiaries under the Trust Agreement, intending to be legally bound,
hereby agrees as follows:

         1. Pursuant to Section 12 of the Trust Agreement, the Company and the
seven (7) persons signing below, who represent a majority of the thirteen (13)
persons presently named as beneficiaries under the Trust Agreement, hereby agree
and consent to the termination of the Trust and to the distribution to the
Company of all of the assets in the Trust as of January 31, 1998. For this
purpose, the Trustee is authorized and directed to (a) determine the market
value of the assets in the Trust as of January 31, 1998, and (b) liquidate and
distribute to the Company an amount equal to one hundred percent (100%) of the
market value of the assets in the Trust as of January 31, 1998.

         IN WITNESS WHEREOF, this Supplement has been executed and delivered as
of the date first above written.




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                               NATIONAL AMERICAN CORPORATION



                               By: /s/ William J. Shaw
                                   -----------------------------------------
                                   William J. Shaw
                                   President and Chief Executive Officer


                     AGREEMENT AND CONSENT OF BENEFICIARIES

        The undersigned, a beneficiary of the Trust Agreement referred to in the
foregoing Supplement to Grantor Trust Agreement (the "Supplement"), hereby
acknowledges receipt of, and consents and agrees to, the terms of the
Supplement.

Dated:  January 22, 1998                    /s/ R. Gerald Gelinas
        -------------------------           ---------------------------
                                            R. Gerald Gelinas

Dated:  January 22, 1998                    /s/ Donald W. Hair
        -------------------------           ---------------------------
                                            Donald W. Hair

Dated:  January 22, 1998                    /s/ Kenneth E. Hendrycy
        -------------------------           ---------------------------
                                            Kenneth E. Hendrycy

Dated:  January 22, 1998                    /s/ Walter B. Jaccard
        -------------------------           ---------------------------
                                            Walter B. Jaccard

Dated:  January 22, 1998                    /s/ David A. McCrum
        -------------------------           ---------------------------
                                            David A. McCrum

Dated:  January 22, 1998                    /s/ William J. Shaw
        -------------------------           ---------------------------
                                            William J. Shaw

Dated:  January 22, 1998                    /s/ Harry J. White, Jr.
        -------------------------           ---------------------------
                                            Harry J. White, Jr.



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