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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ZENITH NATIONAL INSURANCE CORP.
ZENITH NATIONAL INSURANCE CORP., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation") hereby
certifies that the amendment set forth below to the Corporation's
Certificate of Incorporation was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware:
Paragraph (1)(a) of Article FOURTH of the Certificate of
Incorporation of Zenith National Insurance Corp. is amended to read in its
entirety as follows:
"FOURTH: (1)(a) The total number of shares of stock which this
corporation is authorized to issue is eleven million (11,000,000).
All of such shares shall have a par value of One Dollar ($1.00)
each, and shall be divided into and classified as ten million
(10,000,000) shares of Common stock and one million (1,000,000)
shares of Preferred stock."
This certificate of amendment shall become effective as of the
close of business on the day it is filed with the Secretary of State of the
State of Delaware in accordance with Section 103 of the General Corporation
Law of the State of Delaware.
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IN WITNESS WHEREOF, ZENITH NATIONAL INSURANCE CORP. has caused this
Certificate of Amendment to be signed and attested by its duly authorized
officers this 31st day of May, 1979.
ZENITH NATIONAL INSURANCE CORP.
By: /s/ STANLEY R. ZAX
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President
ATTEST:
/s/ ALEX S. CHERNOW
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Secretary
