EXHIBIT 10.1

PURCHASE AGREEMENT

AGREEMENT, made as of this 4th day of February, 1981, among RELIANCE INSURANCE COMPANY, a Pennsylvania corporation, ("Reliance"), Zenith National Insurance Corp.,
a Delaware corporation ("Zenith"), the parties set forth in Exhibit A hereto (collectively referred to herein as the "Selling Stockholders"), and EUGENE V. KLEIN, DANIEL SCHWARTZ, and
HARVEY L. SILBERT, as agents for the Selling Stockholders ("Sellers' Agents");

WITNESSETH:

WHEREAS, the Selling Stockholders collectively own approximately 60% of the issued and outstanding common stock of Zenith which owns 100% of the issued and
outstanding common stock of Zenith Insurance Company ("ZIC"); and

WHEREAS,
Reliance has heretofore agreed in principle with the Selling Stockholders to purchase 1,109,900 shares of common stock of Zenith at a price of $19.00 per share, or an aggregate
total purchase price of $21,083,100.00 subject, however, to a pro-rata adjustment in the number of shares and the price per share (but not in the aggregate total purchase price) to reflect
a five for four stock split payable on January 30, 1981, to shareholders of record on January 15, 1981; and

WHEREAS,
Zenith has determined that the consummation of this sale of stock is in the best interest of Zenith and, therefore, Zenith is desirous of assisting in the transaction;

NOW,
THEREFORE, in consideration of the premises and mutual covenants, agreements, representations and warranties herein contained, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, it is agreed as follows:

ARTICLE I
DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1  "Closing"
shall mean the sale of "Tendered Shares" pursuant to this Agreement and such other transactions contemplated by this Agreement which shall take place on the
Closing Date at the offices of Wyman, Bautzer, Rothman, Kuchel & Silbert, 2049 Century Park East, 14th Floor, Los Angeles, California 90067.

1.2  "Closing
Date" shall mean five business days after the date of the Notice of Closing, but not later than June 30, 1981.

1.3  "Note"
shall mean the promissory notes, in the form and substance of Exhibit B attached hereto, in the aggregate principal amount of $10,544,050.00 to be
delivered to each of the Selling Stockholders on the Closing Date, maturing one year from the Closing Date and bearing interest at the rate of 14% per annum.

1.4  "Notice
of Closing" shall mean the written notice sent by Reliance to the Sellers' Agents wherein Reliance acknowledges receipt of all necessary regulatory approvals and
expiration of any applicable waiting periods.

1.5  "Price
Per Share" shall mean the purchase price in the amount of $15.20 for each of the 1,387,375 shares of the common stock of Zenith to be sold to Reliance, which
price and number of shares reflect adjustment from the original agreement in principle of the parties hereto for the Stock Split.

1.6  "Purchase
Price" shall mean the aggregate sum of $21,083,100.00 payable as set forth in Paragraph 2.1 by Reliance to the Selling Stockholders for the Tendered
Shares.

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1.7  "Reliance"
shall mean Reliance Insurance Company, a Pennsylvania corporation, having its principal place of business at 4 Penn Center Plaza, Philadelphia,
Pennsylvania 19103.

1.8  "Sellers'
Agents" shall have the same meaning given to such term in Article VIII hereof.

1.9  "Selling
Stockholders" shall mean those persons listed in Exhibit A hereto who own the Tendered Shares and who shall sell the Tendered Shares to Reliance.

1.10   "Tendered
Shares" shall mean 1,387,375 shares of the common stock of Zenith owned by the Selling Stockholders, subsequent to the Stock Split.

1.11   "Zenith"
shall mean Zenith National Insurance Corp., a Delaware corporation, having its principal place of business at 15760 Ventura Boulevard, Encino,
California 91436.

1.12   "Zenith
Stock" shall mean all of the issued and outstanding shares of the common stock of Zenith as of the Closing Date.

1.13   "ZIC"
shall mean Zenith Insurance Company, a California corporation and wholly-owned subsidiary of Zenith, having its principal place of business at
15760 Ventura Boulevard, Encino, California 91436, and any and all subsidiaries and/or affiliated entities through which it engages in business.

1.14   "ZIC
Stock" shall mean all of the issued and outstanding shares of the common stock of ZIC as of the Closing Date.

1.15   "Stock
Split" shall mean the five for four Stock Split of the common stock of Zenith, payable on January 30, 1981 to the shareholders of record on
January 15, 1981.

ARTICLE II
PURCHASE OF ZENITH STOCK

2.1Purchase.On the Closing Date, Reliance shall purchase the Tendered Shares and shall deliver to the Sellers'
Agents:





2.2Deliveries At Closing.At the Closing, there shall be delivered to Reliance the following, in form and
substance reasonably satisfactory to Reliance:



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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF RELIANCE

Reliance hereby represents and warrants to the Selling Stockholders and Zenith as follows:

3.1Organization and Standing.Reliance is a corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania, has full power and authority to own its property and conduct its business substantially as presently conducted by it and is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business is sufficiently material to make such qualification necessary.

3.2Corporate Authority.Reliance has full corporate authority to execute and perform this Agreement, and this
Agreement constitutes a valid and binding obligation of Reliance, subject, however, to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally. The Board of Directors of Reliance or its Executive and Finance Committee will have approved this Agreement and the transactions contemplated herein prior to the Closing
Date and will have authorized the execution and delivery of this Agreement by Reliance. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will
have been duly authorized by all requisite corporate authority of Reliance and will not result in a material violation of the Articles of Agreement or By-Laws of Reliance or any material agreement by
which it may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or materially affecting the operation of the businesses of Reliance.

3.3Investigation by Reliance.Reliance represents and acknowledges to the Selling Stockholders that they or
their agents or representatives have had the opportunity to make such investigations of the business, operations and financial conditions of Zenith and ZIC as they have deemed necessary in connection
with the transaction contemplated hereby and that Reliance, and their representatives and agents, have had as of the Closing Date full access to the books and records of Zenith and ZIC, and have had
opportunities to make inquiries with respect thereto of said companies' employees, officers and agents. Reliance represents that in entering into this transaction, they are not relying upon any
representations or warranties made by the Zenith, ZIC or any of their officers, agents or employees, except for those expressly set forth in this Agreement. Reliance further represents and
acknowledges that, except as contained in this Agreement, the Selling Stockholders have made no representations or warranties of any kind of nature whatsoever with respect to Zenith or ZIC, or as to
the value of the Tendered Shares.

3.4Investment.Reliance represents and warrants that it is acquiring the Tendered Shares of record and
beneficially and for its own account and not as agent for, or the nominee of, any person, firm, or other entity. Reliance is acquiring such Tendered Shares without a view to or for resale in
connection with the distribution thereof in violation of the Securities Act of 1933 and the rules and regulations thereunder (the "Act"); provided, however, that the disposition of Reliance's property
shall at all times be and remain within its control, and provided further that nothing contained herein shall prevent the
disposition of the Tendered Shares by Reliance in a transaction exempt from the registration provisions of the Act, or in any manner contemplated by Article IX hereof.

3.5Brokerage.Reliance acknowledges that a total brokerage fee of $221,980 is payable upon closing to Drexel,
Burnham, Lambert, Incorporated. Reliance agrees to pay 50% of said fee, or $110,990 to said firm. No other broker or finder has acted directly or indirectly for Reliance in connection with this
Agreement or the transactions contemplated hereby, and no other broker or finder is entitled to any brokerage or finder's fee or other commission in respect thereof based in any way on agreements,
arrangements as understandings made by as on behalf of Reliance.

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ARTICLE IV
REPRESENTATIONS OF THE SELLING STOCKHOLDERS

A.    Each
of the Selling Stockholders severally represents and warrants as follows:

4.1Title to the Tendered Shares.Each of the Selling Stockholders shall deliver that number of Tendered Shares
set forth opposite his name on Exhibit A, which shares are owned by him, but which shares have not been registered in accordance with the Act, free and clear of all liens, encumbrances, and rights of
others and has the right, and authority to convey, or cause to be conveyed, clear title to such shares to Reliance on the Closing Date and to otherwise perform under this Agreement; and this Agreement
constitutes a valid and binding obligation of each Selling Stockholder, subject, however, to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally; and each Selling Stockholder's performance under this Agreement will not conflict with any law, rule, licence, regulation, judgment, order or decree specifically
applicable to such Selling Stockholder, the Articles of Incorporation or By-Laws of Zenith, or any agreement entered into by such Selling Stockholder.

4.2Tendered Shares.The Tendered Shares to be delivered to Reliance at the Closing, will vest in Reliance good
title thereto, free and clear of all liens, charges, encumbrances, equities, claims, litigation and options of whatever nature.

4.3Brokerage.The Selling Stockholders acknowledge that a total brokerage fee of $221,890 is payable upon
closing to Drexel, Burnham, Lambert, Incorporated. The Selling Stockholders agree to pay 50% of said fee, or $110,990 to said firm. No other broker or finder has acted directly or indirectly for the
Selling Stockholders, Zenith or any of its subsidiaries or affiliates in connection with this Agreement or
the transactions contemplated hereby, and no other broker or finder is entitled to any brokerage or finder's fee or other commission in respect thereof based in any way on agreements, arrangements or
understandings made by or on behalf of the Selling Stockholders or Zenith.

4.4Investment.Each Selling Stockholder represents and warrants that he is acquiring the Note of record and
beneficially for his own account and not as an agent for, or the nominee of, any person, firm, or other entity. Each Selling Stockholder is acquiring the Note without a view to or for resale in
connection with the distribution thereof in violation of the Act.

B.    Zenith
represents and warrants as follows:

4.5Corporate Organization, Authorization, etc.



4.6Authorized and Outstanding Stock.The authorized capital stock of Zenith consists of 10,000,000 shares of
common stock of which 5,395,191 are issued and outstanding immediately prior to the Stock Split and 1,000,000 shares of preferred stock of which none are issued and outstanding; the

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authorized capital stock of Zenith Insurance Company consists of 20,000 shares of common stock of which all are issued and outstanding and 20,000 shares of preferred stock of which none are issued
and outstanding. All of said outstanding stock is validly issued, fully paid and non-assessable. Except for the shares issued pursuant to the Stock Split, and not to exceed 160,000 shares to be issued
pursuant to existing stock option and appreciation plans neither Zenith nor ZIC has outstanding; nor is bound by, any other subscriptions, options, warrants, rights, calls, convertible securities,
commitments or agreements to issue any additional shares of their capital stock, including any right of conversion or exchange under any outstanding security or other instrument, and no other shares
of Zenith Stock or
ZIC Stock were reserved for any purpose. There are no unsatisfied pre-emptive rights in respect of the Zenith Stock.

4.7Consents and Approvals of Governmental Authorities.No characteristic of Zenith or ZIC or of the nature of
its or their businesses or operations requires any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority in connection with the
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby except as provided herein.

4.8No Violation as to Zenith.The consummation of the transactions contemplated herein will not constitute or
result in a breach of any material term, condition or provision of, or constitute a material default under, or result in the creation of any lien, charge or encumbrance upon a material amount of the
property or assets of Zenith or ZIC pursuant to or any charter instrument, By-law, agreement or other instrument to which Zenith or ZIC is a party or by which a material amount of their property is
bound, or violate any law, regulation, judgment, order or decree binding upon any of them, the violation of which would result in a material adverse effect upon Zenith or ZIC nor will the same result
in the loss of any license, certificate, legal privilege or legal right which is enjoyed or possessed by Zenith or ZIC, and which is material to the operation of Zenith or ZIC, give any party to any
material agreement to which any of them is a party the right of termination or give any lender or noteholder, or any trustee for any lender or noteholder, any right to accelerate the maturity of any
material indebtedness as to which Zenith or ZIC is the direct or indirect obligor, or to claim any material default or breach with respect thereto.

ARTICLE V
COVENANTS

5.1Affirmative Covenants.During the period between the date of this Agreement and the Closing Date, each
Selling Stockholder will use his best efforts, to cause Zenith and ZIC to:



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5.2Election of Directors.Subsequent to and surviving the Closing, the Selling Stockholders shall use their
best efforts to expand the Boards of Directors of Zenith and ZIC from five to eight directors and to cause (and to continue to cause, (for so long as Reliance shall own at least 10% of the issued and
outstanding common stock of Zenith) the election of three qualified individuals designated by Reliance from time to time to the Boards of Directors of Zenith and ZIC.

ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF RELIANCE

The obligation of Reliance to close the transaction contemplated hereby is subject to the conditions that, on or before the Closing Date:

6.1Representations and Warranties True at Closing.The representations and warranties of the Selling
Stockholders and Zenith contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof in connection with the transactions contemplated hereby, shall be true
and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date except as otherwise contemplated herein.

6.2Compliance With Agreement.Each of the Selling Stockholders and Zenith shall have performed and complied in
all material respects with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or at the Closing.

6.3Approval of Proceedings.All actions, proceedings, instruments and documents required to carry out this
Agreement, or incidental thereto, and any other related legal matters shall have been approved by Vincent Vaccarello, Esq., counsel for Reliance, which approval shall not be unreasonably withheld.

6.4Investigation.An investigation on the part of Reliance or its representatives of the personnel, books,
records and work papers of Zenith or ZIC shall not have disclosed any inaccuracies in (a) any of such information and/or data, (b) the consolidated balance sheets and consolidated
statements of income, (c) any representation or warranty to the Selling Stockholders and Zenith, or (d) any other data supplied pursuant to this Agreement, which, in the aggregate,
materially and adversely affects the financial
condition, assets or results of operations of Zenith or ZIC as at the dates or for the periods reported upon in such statements.

6.5Injunction.On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order
or any order of any nature issued by a court of competent jurisdiction or an administrative agency directing that the transactions provided for herein or any of them not be consummated as herein
provided.

6.6Opinion of Counsel.The Selling Stockholders shall have delivered to Reliance an opinion dated as of the
Closing Date from counsel to the Selling Stockholders, in form reasonably acceptable to Reliance, to the effect that, after such inquiry regarding relevant facts as counsel deems necessary:



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6.7Opinion of Counsel.Zenith shall have delivered to Reliance an opinion dated as of the Closing Date from
counsel to Zenith, in form reasonably acceptable to Reliance, to the effect that:



6.8Regulatory Approvals.The transaction contemplated hereby shall be approved by all necessary regulatory
authorities, including but not limited to the California Insurance Commissioner pursuant to an order of exemption or disclaimer of control, and the waiting period required by the Hart-Scott-Rodino Act
shall have expired and no other Federal Trade Commission approvals shall be required. Reliance will deliver the Notice of Closing promptly upon fulfillment of these conditions.

6.9Resolutions and Zenith's Certificate.Zenith shall have delivered to Reliance copies of the resolutions of
its Board of Directors authorizing the transaction contemplated herein, with such resolutions to be certified to be true and correct by the Secretary of Zenith.

ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATION OF SELLING STOCKHOLDERS

The obligations of the Selling Stockholders to deliver the Tendered Shares hereunder are subject to the conditions that, on or before the Closing Date:

7.1Representations and Warranties True at Closing.The representations and warranties of Reliance contained in
this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct

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in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such date, except as otherwise contemplated herein.

7.2Reliance's Compliance with Agreement.Reliance shall have performed and complied in all material respects
with all agreements and conditions required by this Agreement to be performed and complied with by it prior to or at the Closing.

7.3Resolutions and Reliance's Certificate.Reliance shall have delivered to Sellers' Agents copies of the
resolution of its Board of Directors or its Executive and Finance Committee authorizing the transactions contemplated herein, with such resolutions to be certified to be true and correct by the
Secretary of Reliance.

7.4Approval of Proceedings.All actions, proceedings, instruments, and documents required to carry out this
Agreement, or incidental thereto, and to other related legal matters shall have been approved by counsel for the Selling Stockholders, which approval shall not be unreasonably withheld.

7.5Injunction.On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order
or any order of any nature issued by a court of competent jurisdiction or an administrative agency directing that the transactions provided for herein or any of them not be consummated as herein
provided.

7.6Opinion of Reliance's Counsel.Reliance shall have delivered to Sellers' Agent the opinion of Vincent
Vaccarello, Esq., its Counsel, to the effect that:



7.7Regulatory Approvals.The transaction contemplated hereby shall be approved by all necessary regulatory
authorities, including but not limited to the California Insurance Commissioner pursuant to an order of exemption or disclaimer of control, and the waiting period required by the Hart-Scott-Rodino Act
shall have expired and no other Federal Trade Commission approvals shall be required.

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ARTICLE VIII
SELLERS AGENTS

8.1Appointment.Selling Stockholders do, and each of them does, hereby irrevocably constitute and appoint
Eugene V. Klein, Daniel Schwartz and Harvey L. Silbert as their agents (herein called the "Sellers' Agents") to perform, on their behalf and on behalf of each of them, all acts which, by the
provisions of this Agreement are to be performed by the Sellers' Agents; to approve and initial on behalf of the Selling Stockholders any interlineations and insertions appearing in this Agreement; to
represent them and each of them at the Closing; to execute and deliver on their behalf and on behalf
of each of them such documents, as they, in their sole judgment, shall deem to be necessary or advisable in their interest; to execute and give or perform on their behalf and on behalf of each of them
all notices, requests, consents and other communications and actions required or permitted to be given or performed by him or by the Selling Stockholders or any of them hereunder and to receive on
their behalf and on behalf of each of them all notices, requests, consents and other communications and actions required or permitted to be given or performed by them or by the Selling Stockholders or
any of them hereunder prior to Closing; to waive in writing on their behalf and on behalf of each of them any one or more conditions stated in Article VII hereof; to receive on their behalf and on
behalf of each of them monies delivered out of the Purchase Price at Closing, to be the named payee of the Note to be delivered at Closing, and to distribute the Purchase Price among the Selling
Stockholders as their interests may appear; to expend on behalf of the Selling Stockholders or each or any of them in the carrying out of any of their powers or duties hereunder such sums as they, in
their sole judgment, shall deem necessary or advisable in their interest (and each Selling Stockholder hereby agrees promptly to pay the Sellers' Agents such Selling Stockholder's pro rata share of
such expenses); provided, however, that no material amendment of any of the terms of any provision of this Agreement or any exhibit hereto, any change in the number of Tendered Shares, the Purchase
Price, the payment terms, or any increase in the liability of any Selling Stockholder or reduction of the pro-rata share of the Purchase Price to be received hereunder by each Selling Stockholder for
the Tendered Shares, shall be binding on any Selling Stockholder who does not specifically agree thereto in writing.

8.2Successors.Upon the death, incapacity, disability or resignation of any one of said Agents, then and
forthwith the Selling Stockholders, for themselves and for their then respective heirs, executors, administrators, successors and assigns, do hereby agree to, and each of them does hereby irrevocably
constitute and appoint the surviving two of them, if then living and physically and mentally able and willing so to act, or upon the subsequent death, incapacity, disability or resignation of the
second one of them, then and forthwith the Selling Stockholders for themselves and for their then respective heirs, executors, administrators, successors and assigns, do hereby agree to, and each of
them does hereby, irrevocably constitute and appoint the sole survivor of them as successor Sellers' Agent. Each such successor Sellers' Agent shall have and exercise all of the same powers with full
force and effect as set forth in the foregoing Paragraph 8.1 and, in addition, authority to notify Reliance of his succession to the position of Sellers' Agent.

8.3Disclaimer.The Sellers' Agents and their successors shall be the representative of the Selling Stockholders
only, and Reliance shall not be responsible or liable for any of his or their acts or omissions.

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ARTICLE IX
REGISTRATION RIGHTS

Reliance and Zenith agree:

9.1Registration Request by Reliance.



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9.2Registration of Shares by Zenith.



9.3Certain Obligations Regarding Registration.



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9.4Registration Expenses



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9.5Indemnification



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ARTICLE X
MISCELLANEOUS

10.1Expenses.Whether or not this Agreement closes, the parties shall pay their own respective expenses,
including, without limitation, the fees, disbursements and expenses of their attorneys, accountants, and investment advisors, in connection with the negotiation and preparation of this Agreement and
the consummation of transactions contemplated by it. Notwithstanding the foregoing, the Selling Stockholders shall pay or cause to be paid any sales, use, stock transfer or similar taxes which become
payable as a direct result of the consummation of the transactions contemplated hereby.

10.2Jurisdiction.This Agreement is made with reference to and is intended to be construed in accordance with
the laws of the State of Delaware.

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10.3Notices.All notices, requests, consents, demands, approvals, and other documents, instruments or
communications required or which may be given under this Agreement shall be in writing and shall be deemed to have been duly given either at the time of delivery if personally delivered or forty-eight
(48) hours after the time of mailing, if mailed first class, postage prepaid, and addressed:

|If to Reliance:                                    |  | William A. Pollard
Reliance Insurance Company
4 Penn Center Plaza
Philadelphia, PA 19103                                          
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|                                                   |  |                                                                                                                                   
|With a copy to:                                    |  | Vincent Vaccarello, Esq.
Reliance Insurance Company
4 Penn Center Plaza
Philadelphia, PA 19103                                    
|                                                   |  |                                                                                                                                   
|If to Selling Stockholders and Sellers' Agents to: |  | Each of them at their respective addresses as set forth on Exhibit A.                                                             
|                                                   |  |                                                                                                                                   
|With a copy to:                                    |  | Wyman, Bautzer, Rothman, Kuchel & Silbert
2049 Century Park East
14th Floor
Los Angeles, California 90067
Attn: Stephen D. Silbert

or to any other address or addresses as shall be designated from time to time as the parties direct.

10.4Waiver and Modification.This Agreement may not be amended, modified, superseded, or cancelled, and none of
the terms, covenants, representations, warranties, or conditions may be waived, except by all the parties hereto, or in the case of waiver, by the party or parties waiving compliance; provided that
the Sellers' Agents may act on behalf of the Selling Stockholders to the extent they are so authorized under Section 8.1 hereof. The failure of any party at any time or times to require strict
performance of any provision hereof shall not in any manner affect the right of such party at a later time to enforce the same. No waiver by any party of the breach of any term, covenant,
representation, or warranty contained in this Agreement as a condition to such party's obligations hereunder shall release or affect any liability resulting from such breach. No waiver of any nature,
whether by conduct, course of dealing or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or as a waiver of
any other condition or of any other breach of any other term, covenant, representation, or warranty of this Agreement.

Any
failure of the parties to comply with any obligation, covenant, agreement or condition herein may be expressly waived to the extent permitted under applicable law, in writing, if by
Reliance, by the Chairman of the Board, President, Corporate Executive Vice President, or any Corporate Senior Vice President, thereof, and if by the Selling Stockholders, by the Sellers' Agents.

10.5Successors in Interest.This Agreement shall be binding upon and inure to the benefit of heirs, assigns,
distributees, legatees, beneficiaries, successors, and transferees of the parties.

10.6Entire Agreement.Except as otherwise provided in this Agreement, this Agreement contains the entire
agreement between the parties with respect to its subject matter. There are no representations, warranties, understandings, or agreement other than those expressly set forth herein.

10.7Other Documents.The Exhibits annexed to this Agreement and the documents and instruments delivered at the
time or prior to the execution of this Agreement and delivered on or prior to the Closing Date are expressly made a part of this Agreement as fully as though completely set forth in it.

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10.8Severability.If any part, term, provision, paragraph, or section or this Agreement is held to be illegal
or in conflict with state or federal law, the remaining portions, provisions, and section shall continue in full force and effect.

10.9Captions.The respective captions of the sections and paragraphs of this Agreement are inserted for
convenience or reference only and shall not be deemed to modify or otherwise affect in any respect any of the provisions of this Agreement.

10.10Execution by Counterpart.This Agreement may be executed separately or independently in any number of
counterparts, each and all of which together shall be deemed to have been executed simultaneously and for all purposes to be one agreement.

10.11Additional Documents.Before and after the Closing Date, each of the Selling Stockholders shall execute,
or cause to be executed, and deliver to Reliance, without additional consideration, such further instruments and take such other action as Reliance may reasonably request for purposes of conveying and
transferring more effectively the Tendered Shares and to carry out the provisions of this Agreement.

10.12Press Releases.No press releases regarding the transactions contemplated by this Agreement shall be
issued by any party hereto without the mutual prior consent of Reliance and the Sellers' Agents, except that in the event that the parties are unable to agree on a press release and legal counsel for
one party is of the opinion that such press release is required by law, then such party may issue the legally required press release.

Dated
as of the date first written above.

|                             |  |                                 |  |                      
|---------------------------- |  | ------------------------------- |  | ---------------------
|ATTEST:                      |  | RELIANCE INSURANCE COMPANY     
|                             |  |                                 |  |                      
|/s/ILLEGIBLE                 |  | By:                             |  | /s/MICHAEL T. HOLLAND
|                             |  |                                 |  |                      
|                             |  |                                 |  |                      
|ATTEST:                      |  | ZENITH NATIONAL INSURANCE CORP.
|                             |  |                                 |  |                      
|/s/ILLEGIBLE                 |  | By:                             |  | /s/STANLEY ZAX       
|                             |  |                                 |  |                      
|Senior Vice Pres., Treasurer |  |                                 |  | Chairman             



|             |  |                      
|------------ |  | ---------------------
|WITNESS:     |  | SELLING STOCKHOLDERS:
|             |  |                      
|/s/ILLEGIBLE |  | /s/FRANK ROTHMAN     
|             |  |                      
|             |  | Frank Rothman        
|             |  |                      
|/s/ILLEGIBLE |  | /s/JACK M. OSTROW    
|             |  |                      
|             |  | Jack M. Ostrow       

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|             |  |                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------
|/s/ILLEGIBLE |  | /s/STANLEY R. ZAX                                                                                  
|             |  |                                                                                                    
|             |  | Stanley R. Zax                                                                                     
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/EUGENE V. KLEIN                                                                                 
|             |  |                                                                                                    
|             |  | Eugene V. Klein                                                                                    
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/JOYCE F. KLEIN                                                                                  
|             |  |                                                                                                    
|             |  | Joyce F. Klein                                                                                     
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/MICHAEL KLEIN                                                                                   
|             |  |                                                                                                    
|             |  | Michael Klein                                                                                      
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/RANDEE C. HAWKINS                                                                               
|             |  |                                                                                                    
|             |  | Randee C. Hawkins                                                                                  
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/STEVE LAWRENCE                                                                                  
|             |  |                                                                                                    
|             |  | Steve Lawrence, Co-Trustee of the Lawrence Family Trust under Agreement dated April 16, 1980.      
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/EYDIE GORME LAWRENCE                                                                            
|             |  |                                                                                                    
|             |  | Eydie Gorme Lawrence, Co-Trustee of the Lawrence Family Trust under Agreement dated April 16, 1980.
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/HARVEY L. SILBERT                                                                               
|             |  |                                                                                                    
|             |  | Harvey L. Silbert                                                                                  
|             |  |                                                                                                    
|/s/ILLEGIBLE |  | /s/HARVEY L. SILBERT                                                                               
|             |  |                                                                                                    
|             |  | Harvey L. Silbert, Trustee u/w
Harry A. Goldman, Deceased                                          

17

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|             |  |                                                     
|------------ |  | ----------------------------------------------------
|/s/ILLEGIBLE |  | /s/DANIEL SCHWARTZ                                  
|             |  |                                                     
|             |  | Daniel Schwartz                                     
|             |  |                                                     
|/s/ILLEGIBLE |  | /s/DANIEL SCHWARTZ                                  
|             |  |                                                     
|             |  | Daniel Schwartz, as Trustee of Robert Schwartz Trust
|             |  |                                                     
|/s/ILLEGIBLE |  | /s/DANIEL SCHWARTZ                                  
|             |  |                                                     
|             |  | Daniel Schwartz, as Trustee of Joan Schwartz Trust  
|             |  |                                                     
|/s/ILLEGIBLE |  | /s/DANIEL SCHWARTZ                                  
|             |  |                                                     
|             |  | Daniel Schwartz, as Trustee of Sallie Schwartz Trust

18

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EXHIBIT A

|Selling Stockholder                                                                                                                                                    |       | Number of
Tendered Shares |           | Principal Face
Amount of Note
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------- | --------- | -----------------------------
|Frank Rothman
2049 Century Party East
14th Floor
Los Angeles, California 90067                                                                                         |       | 31,250                    |           | $                            
|Jack M. Ostrow
9601 Wilshire Boulevard
Beverly Hills, California 90210                                                                                                 |       | 25,000                    |           | $                            
|Stanley R. Zax
15760 Ventura Blvd.
Encino, California 91436                                                                                                            |       | 24,875                    |           | $                            
|Eugene V. Klein
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                                                       |       | 186,459                   |           | $                            
|Joyce F. Klein
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                                                        |       | 186,459                   |           | $                            
|Michael Klein
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                                                         |       | 31,250                    |           | $                            
|Randee C. Hawkins
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                                                     |       | 31,250                    |           | $                            
|Steve Lawrence and Eydie Gorme Lawrence,
Trustees of the Lawrence Family Trust
under agreement dated April 16, 1980
820 Greenway Drive
Beverly Hills, California 90210 |       | 62,500                    |           | $                            
|Harvey L. Silbert
2049 Century Park East
14th Floor
Los Angeles, California 90067                                                                                      |       | 247,916                   |           | $                            
|Harvey L. Silbert, Trustee u/w
Harry A. Goldman, Deceased
2049 Century Park East
14th Floor
Los Angeles, California 90067                                              |       | 125,000                   |           | $                            
|Daniel Schwartz
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                                                       |       | 310,416                   |           | $                            
|Daniel Schwartz, as Trustee of
Robert Schwartz Trust
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                  |       | 62,500                    |           | $                            
|Daniel Schwartz, as Trustee of
Joan Schwartz Trust
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                    |       | 31,250                    |           | $                            
|Daniel Schwartz, as Trustee of
Sallie Schwartz Trust
6330 San Vincente Blvd., Suite 500
Los Angeles, California 90048                                                  |       | 31,250                    |           | $                            
|                                                                                                                                                                       |       |                           |           |                              
|                                                                                                                                                                       | Total |                           | 1,387,375 |                              

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EXHIBIT B
PROMISSORY NOTE

THIS
NOTE HAS BEEN ACQUIRED BY THE PAYEE FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE RESALE OR OTHER DISTRIBUTION THEREOF. THE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACT OR WITHOUT THE OPINION OF LEGAL COUNSEL OF RELIANCE INSURANCE COMPANY AS TO THE AVAILABILITY OF AN EXEMPTION THEREFROM.

|[amount from Exhibit A] |  | Philadelphia, Pennsylvania
|----------------------- |  | --------------------------
|                        |  | [Closing Date]            
|                        |  |                           

One
year form the date hereof FOR VALUE RECEIVED, Reliance Insurance Company, a Pennsylvania corporation, promises to pay to the order of [Selling Stockholder],
in lawful money of the United States of America, the principal amount of [amount from Exhibit A] Dollars. Interest on said principal at the rate of Fourteen (14%)
percent per annum from the date hereof, shall be paid with principal. If interest is not paid when due it shall bear like interest as the principal.

If
the full amount of principal and interest due under this note is not paid when due, the undersigned promises to pay in additional, reasonable attorneys' fees necessarily incurred
thereby irrespective of whether suit is commenced hereon.

| |  | RELIANCE INSURANCE COMPANY
| |  | --------------------------
| |  |                           
| |  | By:                       
| |  |                           
| |  |                           

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