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Exhibit 3.2
ZENITH NATIONAL INSURANCE CORP.
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CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
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(Pursuant to Section 242 of the General Corporation Law of the State of
Delaware)
Nelson J. Sanesi and Alex S. Chernow, President and Secretary,
respectively, of Zenith National Insurance Corp., a corporation organized and
existing under the laws of the State of Delaware, hereby certify:
FIRST: That the Certificate of Incorporation of Zenith
National Insurance Corp. is amended by adding a new Article
TWELFTH thereto as follows:
"TWELFTH: (1) Provided subdivision (2) has been complied
with, every stockholder entitled to vote at any election of
directors may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to
which the stockholder's shares are entitled, or distribute
the stockholder's votes on the same principle among as many
candidates as the stockholder thinks fit."
"(2) No stockholder shall be entitled to cumulate votes
unless such candidate or candidates' names have been placed
in nomination prior to the voting, and the stockholder has
given notice at
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the meeting prior to the voting of his intention to cumulate
his votes. If any stockholder has given such notice, all
stockholders may cumulate their votes for candidates in
nomination."
SECOND: That except as amended above, the Certificate of
Incorporation shall remain in full force and effect.
THIRD: That the foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
FOURTH: That the capital of Zenith National Insurance Corp.
will not be reduced under or by reason of said amendment.
FIFTH: That the foregoing amendment shall become effective
as of the close of business on the day this certificate is filed
in accordance with Section 103 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, this certificate has been made under the seal of
Zenith National Insurance Corp. and has been signed by the undersigned,
Nelson J. Sanesi and Alex S. Chernow, President and Secretary, respectively,
of Zenith National Insurance Corp., this 12th day of September, 1977.
/s/ NELSON J. SANESI
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President
Attest: /s/ ALEX S. CHERNOW
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Secretary
(Corporate Seal)
[SEAL]
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STATE OF CALIFORNIA )
) SS.:
COUNTY OF LOS ANGELES )
BE IT REMEMBERED, that on this 12th day of September 1977, personally
came before me, a Notary Public, in and for the County and State aforesaid,
Nelson J. Sanesi, President of Zenith National Insurance Corp., a
corporation organized and existing under the laws of the State of Delaware,
the Corporation described in and which executed the foregoing certificate,
known to me personally to be such; and he, the said Nelson J. Sanesi, as such
President, acknowledged that said certificate is his act and deed and the act
and deed of said Corporation; that the signatures of said President and of
the Secretary of said Corporation, respectively, to said certificate are in
their own proper handwriting; that the seal affixed to said certificate is
the corporate seal of said Corporation; that said seal was duly affixed and
said certificate was duly signed by such officers by authority of the Board
of Directors and of the stockholders of said Corporation; and that the facts
stated in said certificate are true.
Given under my hand and seal of office the day and year aforesaid.
/s/ RUTH FULGIUM
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Notary Public
Ruth Fulgium
[SEAL]
(Seal)
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