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AMENDMENT NO. 3
TO
AMENDED AND RESTATED TAX SHARING AGREEMENT
WHEREAS,Zenith National Insurance Corp. ("Zenith National"), and its subsidiariesZenith Insurance Company, CalRehab Services, Inc. (formerly ZNAT Rehabilitation Services, Inc.), ZNAT Insurance Company,Zenith Star Insurance Company andPerma-Bilt, a Nevada Corporation (the "Existing Subsidiaries), have previously entered into anAmended and Restated Tax Sharing Agreement; and
WHEREAS, effective September 7, 2005,Zenith Star Insurance Company was merged withZenith Insurance Company and no longer exists as a separate corporate entity; and
WHEREAS, effective April 17, 2003, the name ofPerma-Bilt was changed toZenith of Nevada, Inc.; and
WHEREAS, effective May 20, 2004,CalRehab Services, Inc. was dissolved;
IN CONSIDERATION OF THE PREMISES, the parties agree as follows:
- 1.
- Effective as of September 7, 2005,Zenith Star Insurance Company shall be deleted as a party to the inter-companyAmended and Restated Tax Sharing Agreement.
- 2.
- Effective as of May 20, 2004,CalRehab Services, Inc. shall be deleted as a party to the inter-companyAmended and Restated Tax Sharing Agreement.
- 3.
- Effective April 17, 2003, theAmended and Restated Tax Sharing Agreement is amended to reflect the name change ofPerma-Bilt toZenith of Nevada, Inc.
- 4.
- In all other respects theAmended and Restated Tax Sharing Agreement remains unchanged.
IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment No. 3 to be executed on its behalf, this 20th day of October, 2005.
ZENITH NATIONAL INSURANCE CORP. | ZENITH INSURANCE COMPANY | |||
By: | /s/ JACK D. MILLER Jack D. Miller, Executive Vice President | By: | /s/ JACK D. MILLER Jack D. Miller, President | |
ZENITH OF NEVADA, INC. | ZNAT INSURANCE COMPANY | |||
By: | /s/ HYMAN J. LEE, JR. Hyman J. Lee, Jr., Vice President | By: | /s/ JACK D. MILLER Jack D. Miller, President |
AMENDMENT NO. 3 TO AMENDED AND RESTATED TAX SHARING AGREEMENT