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                  Amended and Restated as of February 25, 1999

                                     BYLAWS
                                       OF
                         ZENITH NATIONAL INSURANCE CORP.
                            (A Delaware Corporation)

                               ARTICLE I. OFFICES

     Section 1. REGISTERED OFFICE. The registered office shall be established
and maintained at the office of the UNITED STATES CORPORATION COMPANY, located
at 306 South State Street, City of Dover, County of Kent, State of Delaware
19901, and said UNITED STATES CORPORATION COMPANY shall be the registered agent
of this Corporation in charge thereof.

     Section 2. OTHER OFFICES. The Corporation may establish other offices,
within or without the State of Delaware, at such place or places as the Board of
Directors from time to time may designate or the business of the Corporation may
require.

                            ARTICLE II. STOCKHOLDERS

     Section 1. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held at Los Angeles, California, on the last Wednesday in May of each year,
commencing with 1972, at the hour stated in the notice, or said meetings may
be held at such time and place, within or without the State of Delaware, as
the Board of Directors by resolution shall determine, and as set forth in the
notice of the meeting.

     If the date of the annual meeting shall fall on a legal

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holiday of the state in which the meeting is to be held, the meeting shall be
held on the next succeeding business day.

     At each annual meeting, the stockholders entitled to vote shall elect a
Board of Directors, and they may transact such other corporate business as shall
be stated in the notice of the meeting.

     Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, may be called by the President or the Secretary, or by
resolution of the Board of Directors, and may be held at such time and place as
shall be stated in the notice of the meeting.

     Section 3. NOTICE OF MEETINGS. Written notice, stating the place, date and
time of the meeting, and the general nature of the business to be considered,
shall be given to each stockholder entitled to vote thereat, at his address as
it appears on the records of the Corporation, not less than ten (10) nor more
than fifty (50) days prior to the date of the meeting. No business other than
that stated in the notice shall be transacted at any meeting without the
unanimous consent of all of the stockholders entitled to vote thereat.

     Section 4. VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation, the provisions of these Bylaws, and
the laws of the State of Delaware, shall be entitled to one vote, in person or
by

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proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three (3) years from its date unless such proxy
provides for a longer period. Upon the demand of any stockholder, the vote for
Directors and the vote upon any question before the meeting shall be by written
ballot. All elections for Directors shall be decided by plurality vote; all
other questions shall be decided by majority vote, except as otherwise provided
by the Certificate of Incorporation or the laws of the State of Delaware.

     A complete list of the stockholders entitled to vote at a meeting, arranged
in alphabetical order, with the address of each, and the number of shares held
by each, shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the registered office of the Corporation in
the State of Delaware. The list shall also be produced and kept available at the
time and place of the meeting, during the entire time thereof, and may be
inspected by any stockholder or his proxy who may be present.

     Section 5. QUORUM. Except as otherwise required by law, by the Certificate
of Incorporation, or by these Bylaws,

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the presence, in person or by proxy, of stockholders holding a majority of the
stock of the Corporation issued and outstanding and entitled to vote, shall
constitute a quorum at all meetings of stockholders. In case a quorum shall not
be present at any meeting, a majority in interest of the stockholders entitled
to vote thereat, present either in person or by proxy, shall have power to
adjourn the meeting, from time to time, without notice other than an
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

     Section 6. ACTION WITHOUT MEETING. Any action to be taken by the
stockholders may be taken without a meeting if, prior to such action, all
stockholders entitled to vote thereon shall consent to the action by a writing
filed with the records of the meetings of stockholders, and such consent shall
be treated for all purposes as a vote at a meeting.

                              ARTICLE II. DIRECTORS

     Section 1. NUMBER AND TERM. The number of directors shall be not less than
five (5) nor more than ten (10), the exact number of which shall be fixed from
time to time by the Board of Directors.

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     Except as provided in Article VI hereof directors shall be elected at the
annual meeting of stockholders, and each Director shall hold office until the
next annual meeting of stockholders and until his successor is duly elected and
qualified, or until his earlier resignation or removal.

     Section 2. QUORUM. A majority of the Directors shall constitute a quorum,
for the transaction of business. If, at any meeting of the Board, there shall be
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.

     Section 3. FIRST MEETING. The newly elected Directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may fixed by consent in writing of all the
Directors.

     Section 4. ELECTION OF OFFICERS. At the first meeting, or at any subsequent
meeting called for that purpose, the Directors shall elect the officers of the
Corporation, as more specifically set forth in Article V of these Bylaws. Such
officers shall hold office until the next annual election of

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officers, or until their successors are elected and shall have qualified.

     Section 5. REGULAR MEETINGS. Regular meetings of the Directors may be held,
without notice, at such places and times as from time to time shall be
determined by resolution of the Board of Directors.

     Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President, or by the Secretary on the written request of any
two Directors on at least two (2) days' notice to each Director.

     Section 7. PLACE OF MEETING. The Directors may hold their meetings, and
have one or more offices outside the State of Delaware, at such places as from
time to time may be determined by resolution of the Board.

     Section 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or any committees thereof, may
be taken without a meeting if, prior to such action, a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the Board
of committee.

     Section 9. POWERS. The Board of Directors shall exercise all of the powers
of the Corporation, except such as are by law, by the Certificate of
Incorporation, or by these Bylaws conferred upon or reserved to the
stockholders.

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     Section 10. COMPENSATION. The Board of Directors shall have authority to
fix the compensation of Directors for services to the Corporation in any
capacity. Such compensation may be in any form designated by the Board,
including (without limitation) an annual payment or a fixed sum for attendance
at meetings of the Board and committees thereof, or both, and reimbursement of
expenses for attendance at such meetings. Nothing herein contained shall be
construed to preclude any Director from serving the Corporation, its
subsidiaries or affiliates in any capacity as an officer, agent or otherwise,
and receiving compensation therefor.

     Section 11. CHAIRMAN OF THE BOARD. The Board of Directors shall elect a
Chairman of the Board who shall preside at all Board of Directors and
Shareholders meetings. The Chairman of the Board shall not be deemed to be an
officer of the Corporation, notwithstanding anything contained in Article V
hereof to the contrary, unless designated as an officer by resolution of the
Board of Directors.

         Section 12. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every
person who is or was a director, officer or employee of the Corporation, or any
other corporation which he served as such at the request of the Corporation
shall be indemnified by the Corporation against any and all liability and
reasonable expense that may be incurred by him in connection with or resulting
from any claim, action, suit or proceeding (whether brought by or in the right
of the Corporation

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or such other corporation or otherwise), civil or criminal, or in connection
with an appeal relating thereto, in which he may be involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the Corporation or such other corporation, or by reason of any action taken
or not taken in his capacity as such director, officer or employee, whether or
not he continues to be such at the time such liability or expense shall have
been incurred, provided such person acted, in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, or such other corporation, as the case may be, and in addition, in
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. As used in this Section 12, the terms "liability" and
"expense" shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines or penalties against, and amounts
paid in settlement by, a director, officer, or employee. The termination of any
claim, action, suit or proceeding, civil or criminal, by judgement, settlement
(whether with or without court approval), conviction or upon a plea of guilty or
nolo contendere, or its equivalent, shall not create a presumption that a
director, officer or employee did not meet the standards of conduct set forth in
this Section 12.

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     Expenses incurred with respect to any claim, action, suit or proceeding of
the character described in this Section 12 may be advanced by the Corporation
prior to the final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification hereunder.

     The rights of indemnification provided in this Section 12 shall be in
addition to any other rights to which any such director, officer or employee may
otherwise be entitled by contract or as a matter of law; and in the event of any
such person's death, such rights shall extend to his heirs and legal
representatives. The provisions of this Section 12 are separable, and if any
provision be held invalid, all other provisions are fully in effect and such
invalid provision shall only be curtailed to the extent necessary to make such
provision enforceable, it being the intent of this Section that the Corporation
indemnify each of the directors, officers and employees of the Corporation to
the maximum extent permitted by law.

     Notwithstanding the foregoing provision of this Section, the Corporation
shall not indemnify persons seeking indemnity in connection with any threatened,
pending or completed action, suit or proceeding voluntarily brought or
threatened by such person unless such action, suit or proceeding was authorized
by a majority of the entire Board of Directors.

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                             ARTICLE IV. COMMITTEES

     Section 1. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more Directors of the Corporation. Each such
committee, to the extent provided in said resolution or resolutions, or in these
Bylaws, shall have and may exercise the powers of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to any an all papers that may require it. Unless the
Board of Directors shall provide otherwise, a majority of the members of any
such committee may fix the time and place of its meetings. The Board of
Directors shall have the power at any time to fill vacancies in, change the
membership of, or dissolve any such committee. Nothing herein shall be deemed to
prevent to the Board of Directors from appointing committees consisting in whole
or in part of persons who are not directors of the Corporation, provided,
however, that no such committee shall have or exercise any authority of the
Board of Directors.

     Section 2. Committees shall keep regular minutes of their proceedings, and
report the same to the Board of Directors when required.

                               ARTICLE V. OFFICERS

     Section 1. OFFICERS. The officers shall be elected at the first meeting of
the Board of Directors after each annual

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meeting of stockholders. The Directors shall elect a President, a Secretary and
a Treasurer; they may also elect a Chairman of the Board, one or more Vice
Presidents, and such Assistant Secretaries and Assistant Treasurers, as they may
deem proper. None of the officers of the Corporation, with the exception of the
Chairman of the Board and the President, need be a Director. Any one person may
hold two or more offices, except those of President and Secretary. However, any
person holding two or more offices shall not sign any instrument in the capacity
of more than one office.

     The Board of Directors may appoint such other officers and agents as it may
deem advisable, who shall hold office for such terms and shall exercise such
powers an perform such duties as from time to time shall be determined by the
Board of Directors.

     Section 2. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
if one be elected, shall preside at all meetings of the Board of Directors, and
he shall have and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

     Section 3. PRESIDENT. The President shall be the chief executive officer of
the Corporation, and shall have the general powers and duties of supervision and
management usually vested in the office of President of a corporation. He shall
preside at all meetings of the stockholders, if present there-

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at, and, in the absence or non-election of the Chairman of the Board, at all
meetings of the Board of Directors. He shall have general supervision, direction
and control of the business of the Corporation. Except as the Board of Directors
shall authorize the execution thereof in some other manner, he shall execute
bond, mortgages and other contracts on behalf of the Corporation, and he shall
cause the corporate seal to be affixed to any instrument requiring it, and when
so affixed, the seal shall be attested by the Secretary or the Treasurer, or an
Assistant Secretary or an Assistant Treasurer.

     Section 4. VICE PRESIDENTS. Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the Directors, and, in
the absence of the President, or in the event of his inability to act, the Vice
Presidents, in the order of their seniority, shall perform the functions of
President.

     Section 5. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and Directors, and all other notices
required by law or by these Bylaws, and, in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President, the Board of Directors, or the stockholders, upon whose
requisition the meeting is called as provided in these Bylaws. He shall record
all the proceedings of the meetings of the stockholders and of the Board of

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Directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the Directors of the President. He shall
have custody of the corporate seal, and shall affix the same to all instruments
requiring it, when authorized by the President or the Board of Directors, and
shall attest the same.

     Section 6. TREASURER. The Treasurer shall have the custody of the Corporate
funds and securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors or the President, taking proper vouchers for such
disbursements. He shall render to the President and the Board of Directors, at
the regular meetings of the Board, or whenever they may request it, an
accounting of all his transactions as Treasurer, and of the financial condition
of the Corporation.

     If required by the Board of Directors, the Treasurer shall give the
Corporation a bond for the faithful discharge of his duties, in such amount and
with such surety as the Board shall prescribe.

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     Section 7. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.

                        ARTICLE VI. RESIGNATIONS; FILLING
                        OF VACANCIES; INCREASE IN NUMBER
                        OF DIRECTORS; REMOVAL FROM OFFICE

     Section 1. RESIGNATIONS. Any Director, member of a committee, or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and, if no time be specified,
at the time of its receipt by the President or the Secretary. The acceptance of
a resignation shall not be necessary to make it effective.

     Section 2. FILLING OF VACANCIES. If the office of any officer, Director or
member of a committee becomes vacant, the remaining Directors in office,
although less than a quorum, may appoint, by a majority vote, any qualified
person to fill such vacancy, who shall hold office for the unexpired term of his
predecessor, or until his successor shall be duly chosen and shall have
qualified.

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     Any vacancy occurring by reason of an increase in the number of Directors
may be filled by action of a majority of the entire Board, for the term of
office continuing only until the next election of Directors by the stockholders,
or it may be filled by the affirmative vote of the holders of a majority of the
shares then entitled to vote at an election of Directors.

     Section 3. INCREASE IN NUMBER OF DIRECTORS. The number of Directors may
be increased at any time by the affirmative vote of a majority of the entire
Board, or by the affirmative vote of a majority in interest of the stockholders,
at a special meeting called for that purpose, and, by like vote, pursuant to
Section 2 above, the additional Directors may be chosen at such meeting to hold
office until the next annual election or until their successors are elected and
shall have qualified.

     Section 4. REMOVAL. At a meeting of stockholders expressly called for such
purpose, any or all of the members of the Board of Directors may be removed,
with or without cause, by vote of the holders of a majority of the shares then
entitled to vote at an election of Directors, and said stockholders may elect,
at the meeting called for the purpose of removal, a successor or successors to
fill any resulting vacancies for the unexpired terms of the removed Directors.

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     Any officer, agent or member of a committee, elected or appointed by the
Board of Directors, may be removed by a majority vote of the entire Board
whenever, in its judgment, the best interests of the Corporation will be served
thereby.

                           ARTICLE VII. CAPITAL STOCK

     Section 1. CERTIFICATES OF STOCK. Certificates of stock, numbered, and
sealed with the seal of the Corporation, and signed by the Chairman of the Board
of Directors or the Vice Chairman of the Board of Directors, or the President or
a Vice President, and the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, shall be issued to each stockholder certifying to the
number of shares owned by him in the Corporation. When such certificates are
countersigned by (1) a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee; any
other signatures on the certificates may be facsimiles.

     In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

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     Section 2. LOST CERTIFICATES. A new certificate of stock may be issued in
place of any certificate theretofore issued by the Corporation and alleged to
have been lost or destroyed, and the Directors may, at their discretion, request
the owner of the lost or destroyed certificates, or his legal representative, to
give the Corporation a bond in such sum as they may direct, but not exceeding
double the value of the stock, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate.

         Section 3. TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable on its books only by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such
transfer, the old certificates shall be surrendered to the Corporation by the
delivery thereof to the person in charge of the stock transfer books and
ledgers, or to any such other person as the Directors may designate, by whom
they shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer, and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.

         Section 4. DETERMINATION OF STOCKHOLDERS OF RECORD. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders

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or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect to any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall be not more than sixty (60) nor less than ten (10) days prior to the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     Section 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation and the laws of the State of Delaware, the Board of Directors, at
any regular or special meeting, may declare dividends upon the capital stock of
the Corporation, as and when they may deem expedient.

                     ARTICLE VIII. MISCELLANEOUS PROVISIONS

     Section 1. CORPORATE SEAL. The Board of Directors shall adopt and may alter
a common seal of the Corporation. Said seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation, and the words:
"CORPORATE SEAL DELAWARE". It may be used by causing it or a

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facsimile thereof to be impressed, affixed or otherwise reproduced.

     Section 2. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year.

     Section 3. CHECKS, DRAFTS, NOTES. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     Section 4. CORPORATE RECORDS. The Corporation shall keep correct and
complete books of account and minutes of the proceedings of its stockholders and
Directors, as well as an original stock ledger or list of stockholders,
containing the names and addresses of the stockholders, the number of shares
held by them, and the date of issuance of said certificates of stock.

     Any stockholder of record, in person or by attorney or other agent, upon
written demand under oath stating the purpose thereof, shall have the right,
during the usual hours for business, to inspect for any proper purpose the books
and records of the Corporation, as well as its stock ledger and/or list of
stockholders, and to make copies or extracts therefrom. Such demand under oath
shall be directed to the Corporation at its registered office in the State of
Delaware or at its principal place of business.

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     Section 5. NOTICE AND WAIVER OF NOTICE. Whenever, pursuant to the laws of
the State of Delaware or these Bylaws, any notice is required to be given,
personal notice is not meant unless expressly so stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the
United States mail, postage prepaid, addressed to the person entitled thereto at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any meetings except
as otherwise provided by statute.

     Any notice required to be given may be waived, in writing, by the person or
persons entitled to such notice, whether before or after the time stated
therein.

                             ARTICLE IX. AMENDMENTS

     Section 1. AMENDMENTS OF BYLAWS. These Bylaws may be altered or repealed,
and Bylaws may be made at any annual meeting of stockholders, or at any special
meeting thereof, if notice of the proposed alteration or repeal, or Bylaw or
Bylaws to be made, be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat; or by the affirmative vote of a majority of the entire Board of
Directors, at any regular meeting of the Board, or at any special meeting
thereof if notice of the proposed alteration or repeal, or Bylaw or

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Bylaws to be made, be contained in the notice of such special meeting.

                                    ARTICLE X

     Section 1. This Corporation shall not be governed by the provisions of
Section 203 of the General Corporation Law of the State of Delaware concerning
"Business Combinations with Interested Stockholders."



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