EXHIBIT 10(a)





                    AMENDMENT TO 21st CENTURY INSURANCE GROUP

                             RESTRICTED SHARES PLAN



                               FIRST AMENDMENT TO

                             20TH CENTURY INDUSTRIES

                             RESTRICTED SHARES PLAN


     The  20th  Century Industries Restricted Shares Plan (the "Plan") which was
approved  by  the  shareholders  of  20th  Century Industries on May 25, 1982 is
hereby  amended  as  follows:

     1.     Section  4  of  the  Plan  is  amended  to  read  as  follows:

     "Section  4.  Shares  Available.

     The  Board of Directors shall reserve for issuance or transfer to employees
pursuant  to the Plan an aggregate of not to exceed 250,000 of the shares of the
Company  without par value in addition the shares previously authorized prior to
May  26,  1987. The shares shall be reserved out of (i) treasury shares, or (ii)
authorized  but  unissued shares, or (iii) out of shares purchased on the market
or  from  private sales from existing shareholders. In the event that any shares
are  forfeited  to  the  Company  pursuant  to  an  employee's Restricted Shares
Agreement,  the  number  of  shares  forfeited shall thereafter be available for
reissuance  pursuant  to  the  Plan."

     2.     Section  12  is  added  to  the  Plan  to  read  as  follows:

     "Section  12.  Shareholder  Approval  to  First  Amendment.

     The First Amendment to 20th Century Industries Restricted Shares Plan shall
not  become  effective and no shares shall be granted pursuant to such amendment
until  it  is  approved by the affirmative votes of the holders of a majority of
the  outstanding  shares of the Company present, or represented, and entitled to
vote  at  a  meeting  of  shareholders  to  be  held  on  May  26,  1987."

     The  foregoing First Amendment to 20th Century Industries Restricted Shares
Plan  was adopted by the shareholders of 20th Century Industries at their Annual
Meeting  held  on  May  26,  1987.



                                       /s/  A.  Kobayashi
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                                       A.  Kobayashi,  Secretary