<PAGE>
EXHIBIT 10.1
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
OF
ZENITH NATIONAL INSURANCE CAPITAL TRUST I
On June 30, 1998, a Certificate of Trust (the "Certificate of Trust"),
forming Zenith National Insurance Capital Trust I (the "Trust") as a business
trust under the Delaware Business Trust Act (12 Del. C. section 3801 ET. SEQ.),
was filed with the Secretary of State, State of Delaware.
This Certificate of Amendment constitutes notice of a change in the
Regular Trustees of the Trust, namely, that effective March 1, 2000, Fredricka
Taubitz ceased being a Regular Trustee and William J. Owen was appointed to
replace her. In all other respects, the Certificate of Trust remains unchanged
and is expressly reaffirmed.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment
as of March 1, 2000.
WILMINGTON TRUST COMPANY, NORWEST BANK MINNESOTA,
not in its individual capacity NATIONAL ASSOCIATION
but solely as Delaware Trustee not in its individual capacity
but solely as Property Trustee
By: /s/ ROSEMARY PANTANO By: /s/ JANE Y. SCHWEIGER
------------------------------------ ----------------------------------
Name: Rosemary Pantano Name: Jane Y. Schweiger
----------------------------- ---------------------------
Title: Financial Services Officer Title: Corporate Trust Officer
----------------------------- ---------------------------
/s/ STANLEY R. ZAX /s/ WILLIAM J. OWEN
------------------------------------ ----------------------------------
STANLEY R. ZAX WILLIAM J. OWEN
not in his individual capacity not in his individual capacity
but solely as Regular Trustee but solely as Regular Trustee
/s/ FREDRICKA TAUBITZ
------------------------------------
FREDRICKA TAUBITZ
not in her individual capacity
but solely as withdrawing Regular
Trustee
