ANNUAL MEETING OF SHAREHOLDERS
21ST CENTURY INSURANCE GROUP
June 25, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach and mail the envelope provided
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of
Directors
Nominees:
[ ] FOR ALL NOMINEES [ ] J.B. De Nault, III
[ ] R.S. Foster, M.D.
[ ] WITHHOLD AUTHORITY [ ] R.M. Gillespie
FOR ALL NOMINEES [ ] J.L. Hayman
[ ] B.W. Marlow
[ ] FOR ALL EXCEPT [ ] F.J. Martin, Jr.
(See instructions below) [ ] J.P. Miscoll
[ ] K.W. Renken
[ ] R.M. Sandler
[ ] G.M. Shepard
[ ] H.I. Smith
INSTRUCTION:To withhold authority to vote for any individual nominee(s), mark
- -----------
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here:
- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note [ ]
that changes to the registered name(s) on the account may not be
submitted via this method.
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the [ ] [ ] [ ]
independent accountants of the Company
for 2003.
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
UNLESS OTHERWISE MARKED, THE PROXIES ARE APPOINTED WITH AUTHORITY TO VOTE "FOR"
ALL NOMINEES FOR ELECTION, "FOR" ITEM 2, AND IN THEIR DISCRETION, TO VOTE UPON
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
DIRECTORS RECOMMEND A VOTE FOR PROPOSALS #1 AND #2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE CHECK THIS BOX IF YOU [ ]
PLAN TO ATTEND THE MEETING
Signature of Shareholder ____________________________________ Dated____________
Signature of Shareholder ____________________________________ Dated____________
Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
21ST CENTURY INSURANCE GROUP
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Robert M. Sandler, Howard I. Smith and
Bruce W. Marlow as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side of this card, all the shares of common stock of 21st Century Insurance
Group held of record by the undersigned on April 28, 2003 at the Annual Meeting
of Shareholders to be held at the Sheraton Universal Hotel, 333 Universal
Hollywood Drive, Universal City, California 91608 on June 25, 2003 at 10:00 A.M.
or any adjournment thereof.
(Continued and to be signed on other side. )
ANNUAL MEETING OF SHAREHOLDERS of
21ST CENTURY INSURANCE GROUP
June 25, 2003
PROXY VOTING INSTRUCTIONS
MAIL
- ----
Date, sign and mail your proxy card in
the envelope provided as soon as
possible.
- or -
TELEPHONE COMPANY NUMBER ___________________
- ---------
Call toll-free 1-800-PROXIES from any
touch-tone telephone and follow the
instructions. Have your control number ACCOUNT NUMBER____________________
and the proxy card available when you
call.
CONTROL NUMBER____________________
- or -
INTERNET
- --------
Access www.voteproxy.com and follow the
on-screen instructions. Have your
control number available when you access
the web page.
Please detach and mail in the envelope provided IF you are not
voting via telephone or the internet.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of
Directors
Nominees:
[ ] FOR ALL NOMINEES [ ] J.B. De Nault, III
[ ] R.S. Foster, M.D.
[ ] WITHHOLD AUTHORITY [ ] R.M. Gillespie
FOR ALL NOMINEES [ ] J.L. Hayman
[ ] B.W. Marlow
[ ] FOR ALL EXCEPT [ ] F.J. Martin, Jr.
(See instructions below) [ ] J.P. Miscoll
[ ] K.W. Renken
[ ] R.M. Sandler
[ ] G.M. Shepard
[ ] H.I. Smith
INSTRUCTION:To withhold authority to vote for any individual nominee(s), mark
- -----------
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here:
- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note [ ]
that changes to the registered name(s) on the account may not be
submitted via this method.
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the [ ] [ ] [ ]
independent accountants of the Company
for 2003.
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
UNLESS OTHERWISE MARKED, THE PROXIES ARE APPOINTED WITH AUTHORITY TO VOTE "FOR"
ALL NOMINEES FOR ELECTION, "FOR" ITEM 2, AND IN THEIR DISCRETION, TO VOTE UPON
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
DIRECTORS RECOMMEND A VOTE FOR PROPOSALS #1 AND #2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE CHECK THIS BOX IF YOU [ ]
PLAN TO ATTEND THE MEETING
Signature of Shareholder ____________________________________ Dated____________
Signature of Shareholder ____________________________________ Dated____________
Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.