21ST CENTURY INSURANCE GROUP
<DOCUMENT>
<TYPE>EX-10.(M)
<SEQUENCE>7
<FILENAME>doc5.txt
<TEXT>

FORMS OF AMENDED AND RESTATED STOCK OPTION AGREEMENTS              EXHIBIT 10(m)


                              AMENDED AND RESTATED
                        INCENTIVE STOCK OPTION AGREEMENT

                                 PURSUANT TO THE

                          21ST CENTURY INSURANCE GROUP
                       (FORMERLY 20TH CENTURY INDUSTRIES)

                             1995 STOCK OPTION PLAN

     This  Amended  and  Restated  Incentive  Stock  Option  Agreement  ("Option
Agreement")  is  made  and  entered  into  as  of the Date of Grant shown on the
attached  Notice  of Grant of Stock Options and Option Agreement (The "Notice of
Grant")  by  and between 21st Century Insurance Group, a California corporation,
(the  "Company")  and  the person named on the Notice of Grant (the "Optionee").

     WHEREAS,  Optionee  is an employee of the Company and/or one or more of its
"subsidiary  corporations,"  as  such  term is defined in Section 424(f), of the
Internal  Revenue  Code  (the  "Code");

     WHEREAS,  pursuant  to  the  Company's  1995  Stock  Option Plan (the "1995
Plan"), the committee of the Board of Directors of the Company administering the
1995  Plan  (the "Committee") has approved the grant to Optionee of an option to
purchase shares of the Common Stock of the Company (the "Common Shares"), on the
terms  and  conditions  set  forth  herein;  and

     WHEREAS,  the  parties  hereto  desire  to  amend  and restate the original
Incentive  Stock  Option  Agreement  the  parties  entered  into ( the "Original
Agreement")  in  order  to  ensure  it  complies  with  the  Section  402 of the
Sarbanes-Oxley  Act of 2002, which generally prohibits the Company from directly
or  indirectly  extending  or maintaining credit, arranging for the extension of
credit  or  renewing an extension of credit in the form of a personal loan to or
for  its  directors  and  executive  officers.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  the
covenants  set  forth  herein, the parties hereby agree to amend and restate the
Original  Agreement  as  follows:

     1.     GRANT  OF  OPTION;  CERTAIN TERMS AND CONDITIONS. The Company hereby
            ------------------------------------------------
grants  to  Optionee,  and  Optionee hereby accepts, as of the Date of Grant, an
option  (the  "Option") to purchase the number of Common Shares indicated on the
Notice  of Grant (the "Option Shares") at the Exercise Price per share indicated
on the Notice of Grant. The Option shall expire at 5:00 p.m., prevailing Pacific
Time,  on  the  Expiration  Date  indicated  on the Notice of Grant and shall be
subject  to  all of the terms and conditions set forth in the 1995 Plan and this
Option  Agreement.

     2.     INCENTIVE  STOCK  OPTION;  INTERNAL  REVENUE  CODE REQUIREMENTS. The
            ----------------------------------------------------------------
Option  is intended to qualify as an incentive stock option under Section 422 of
the  Code.


                                       1
<PAGE>
     3.   ACCELERATION  AND  TERMINATION  OF  OPTION.
          -------------------------------------------

     (a)     Termination  of  Employment.
             ----------------------------

               (i)  Retirement.  In the event that Optionee shall cease to be an
                    -----------
     employee  of the Company or any "subsidiary corporation" (as defined above)
     (such  event shall be referred to herein as "Termination of Employment") by
     reason  of  retirement  in  accordance  with  the  Company's  then-current
     retirement  practices, then the Option shall fully vest with respect to all
     Option  Shares  upon  the  date of such Termination of Employment and shall
     terminate  no  later  than  the  Expiration  Date.

               (ii)  Death  or  Permanent  Disability.  If  the  Termination  of
                     ---------------------------------
     Employment  occurs  by  reason  of  the  death  or Permanent Disability (as
     hereinafter  defined)  of  Optionee,  then the Option shall fully vest with
     respect  to  all  Option  Shares  upon  the  date  of  such  Termination of
     Employment, shall be exercisable by Optionee or, in the event of death, the
     person  or  persons  to  whom Optionee's rights under the Option shall have
     passed  by  will  or by the applicable laws of descent or distribution, and
     shall terminate on the first anniversary of the date of such Termination of
     Employment.  "Permanent  Disability"  shall mean the inability to engage in
     any  substantial  gainful  activity by reason of any medically determinable
     physical  or  mental impairment which can be expected to result in death or
     which  has lasted or can be expected to last for a continuous period of not
     less  than  twelve  (12) months. The Optionee shall not be deemed to have a
     Permanent  Disability  until proof of the existence thereof shall have been
     furnished  to  the Committee in such form and manner, and at such times, as
     the Committee may require. Any determination by the Committee that Optionee
     does  or  does  not  have a Permanent Disability shall be final and binding
     upon  the  Company  and  Optionee.

               (iii)  Other Termination. If the Termination of Employment occurs
                      ------------------
     for  any  reason  other  than  those enumerated in (i) through (ii) of this
     Section  3(a), then (A) the portion of the Option that has not vested on or
     prior to the date of such Termination of Employment shall terminate on such
     date  and (B) the remaining vested portion of the Option shall terminate as
     of  the  Expiration  Date or the three (3) month anniversary of the date of
     such  Termination  of  Employment.

          (b)  Death  Following  Termination  of  Employment.  Notwithstanding
               ----------------------------------------------
anything  to the contrary in this Option Agreement, if Optionee shall die at any
time after the Termination of Employment and prior to the Expiration Date, then,
unless  the  Termination  of  Employment  had  occurred for cause, the remaining
vested  but  unexercised portion of the Option shall terminate on the earlier of
the  Expiration  Date  or  the  first  anniversary  of  the  date of such death.

          (c)  Acceleration of Option. The Option shall become fully exercisable
               -----------------------
immediately prior to a Change in Control. A Change in Control shall be deemed to
take  place  upon  the  occurrence  of  any  of  the  following:

               (i)  Any  merger or consolidation of the Company with or into any
     other  person,  as  the result of which the holders of the Company's Common
     Shares  immediately  prior  to  the transaction shall, on the basis of such
     holdings  prior  to  such  transaction,  hold  less  than  50% of the total
     outstanding  voting  stock  of  the  surviving corporation immediately upon
     completion  of  the  transaction.


                                       2
<PAGE>
               (ii)   Any  sale  or  exchange of all or substantially all of the
     property  and  assets  of  the  Company.

               (iii)  Any  change in a majority of the Board of Directors of the
     Company  occurring  within  a  period  of  two  years  or less, such that a
     majority  of the Board of Directors is comprised of individuals who are not
     "Continuing  Directors".  For  purposes  of  the  foregoing, a " Continuing
     Director"  shall be a director (A) who was in office at the commencement of
     such  period of two years or (B) was elected subsequent to the commencement
     of  such  period  with  the  approval  of not less than a majority of those
     directors  referred  to  in clause (A) who are then in office. Any director
     meeting  the  qualifications  of clause (B) of the previous sentence shall,
     with  respect  to  further determinations after the date of such director's
     election,  be deemed a director meeting the qualifications of clause (A) of
     the  previous  sentence.

               (iv)   Any  "person"  (as  defined in Sections 13(d) and 14(d) of
     the  Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"))
     becoming  the  "beneficial  owner"  (as  defined  in  Rule  13d-3 under the
     Exchange  Act),  directly  or  indirectly,  of  a majority of the Company's
     outstanding  Common  Stock.

          (v)    the  liquidation  or  dissolution  of  the  Company.

          (vi)   any  other  transaction  or  reorganization  similar  to  the
     foregoing  which  in  the opinion of the Committee constitutes a "change of
     control"  of  the nature described in subparagraphs (i) through (v) hereof.

     The  parties  agree  this  Section 3(c) hereof does not apply to any action
taken  by  American International Group, Inc. and/or its subsidiaries ("AIG") to
become  the  sole shareholder or shareholders of the Company; provided, however,
that  in  the  event of an offer by AIG to acquire all outstanding shares of the
Company  that  it  does not yet own (an "AIG Offer"), any Option subject to this
Agreement  which  would vest within one year from the date of an AIG Offer shall
immediately  vest  in  favor of Employee. Any remaining Option(s) granted to the
Employee  shall  be  terminated  as  of  the  date  of  the  AIG  Offer.

     4.   ADJUSTMENTS.  In  the  event  that  the  Common  Shares are increased,
          ------------
decreased  or  exchanged  for  or  converted  into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in  respect  of  such outstanding Common Shares, in either case as a result of a
reorganization,  merger,  consolidation,  recapitalization,  restructuring,
reclassification,  partial  or  complete liquidation, stock split, reverse stock
split  or  the  like,  or if substantially all of the property and assets of the
Company  are  sold,  then,  unless  the  terms of such transaction shall provide
otherwise,  the  Option  then  outstanding  shall  thereafter be exercisable (on
substantially the same terms and subject to substantially the same conditions as
were  applicable under such Option) for the number of shares or other securities
or  cash or other property as the holder of such Option would have been entitled
to receive pursuant to such transaction had such holder exercised such Option in


                                       3
<PAGE>
full immediately prior to such transaction. The Committee shall make appropriate
and  proportionate  adjustments  in  the  number  and  type  of  shares or other
securities  or  cash or other property that may be acquired upon the exercise in
full  of  the Option; provided, however, that any such adjustments in the Option
shall  be  made  without  changing  the  aggregate  Exercise  Price  of the then
unexercised  portion of the Option; provided further that no adjustment shall be
made  to  the  number  of  Common Shares that may be acquired to the extent such
adjustment  would  result in the Option being treated as other than an Incentive
Stock  Option.

     5.   EXERCISE.
          ---------

          (a)  In  general.  The  Option  shall be exercisable during Optionee's
               ------------
lifetime only by Optionee or by his or her guardian or legal representative, and
after  Optionee's  death  only  by  the person or entity entitled to do so under
Optionee's  last  will and testament or applicable intestate law. The Option may
only  be  exercised  by  the delivery to the Company of a written notice of such
exercise  pursuant to the notice procedures set forth in Section 7 hereof, which
notice  shall specify the number of Option Shares to be purchased, which for any
single  exercise  may  not  be  fewer than 100 Option Shares or, if smaller, the
number  of  Option  Shares then vested and exercisable, (the "Purchased Shares")
and  the  aggregate  Exercise  Price  for  such  shares  (the "Exercise Price"),
together  with  payment  in  full  of  such  aggregate  Exercise  Price  and any
Withholding  Liability  (as  hereinafter  defined)  in  cash.

          (b)  Limitation  on  Exercise.  Notwithstanding any other provision of
               -------------------------
this Option Agreement, Optionee shall not be entitled to benefit from the Option
granted  hereunder and shall not be entitled to exercise any rights with respect
to  this  Option  if  such  grant or exercise would violate any provision of the
charter  of  the Company. Pursuant to the 1995 Plan, the grant or exercise of an
Option  in  violation of this Section 5(b) shall be void ab initio and shall not
                                                         ---------
be  effective  to  convey  any rights to Optionee. As a condition to exercise of
this  Option,  Optionee  will  be  required  to  certify to the Company that the
acquisition  of  Common  Shares pursuant to the exercise of this Option will not
result  in  a  violation of any provision of the charter of the Company. If this
Option  (or  any  portion  thereof) is not exercisable by virtue of this Section
5(b),  then  such  exercise shall be deferred until the earlier of such time, if
any,  that  Optionee  becomes entitled to exercise this Option or the Expiration
Date. This Section 5(b) shall not result in an extension of the Expiration Date.

          (c)  Payment. Notwithstanding  any  provision of this Option Agreement
               -------
to the contrary:

               (i)  payment  of the aggregate Exercise Price for such shares and
                    the  Optionee's  tax  withholding  obligation,  if any, with
                    respect  to  such shares shall be due the date the shares of
                    Common  Shares  underlying  the  Option  are  delivered; and

               (ii) in  no  event  shall the Company issue or deliver the Option
                    Shares  before  the  Company receives payment for the Option
                    Shares  pursuant  to  this  Section  5.


     6.  PAYMENT  OF  WITHHOLDING  TAXES.  If  the  Company becomes obligated to
         --------------------------------
withhold an amount on account of any federal, state, or local income tax imposed
as  a  result  of the exercise of an option granted under this Plan (such amount
will  be  referred to herein as the "Withholding


                                       4
<PAGE>
Liability"),  the Optionee shall pay the Withholding Liability to the Company in
full  in  cash on the date the shares of Common Shares underlying the Option are
delivered,  and  the  Company  shall delay issuing the Common Shares pursuant to
such  exercise  until  it  receives the Withholding Liability from the Optionee.

     7.  NOTICES.  Any  notice  given  to  the Company shall be addressed to the
         --------
Company at 6301 Owensmouth Avenue, 11th Floor, Woodland Hills, California 91367,
Attention:  Corporate  Secretary,  or  at  such other address as the Company may
hereafter  designate  in writing to Optionee. Any notice given to Optionee shall
be  sent  to the address set forth below Optionee's signature hereto, or at such
other address as Optionee may hereafter designate in writing to the Company. Any
such  notice  shall  be  deemed  duly  given when made by hand delivery, sent by
overnight  courier, sent by prepaid certified or registered mail, or transmitted
by  facsimile.

     8.  STOCK  EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding anything
         ----------------------------------------------
to  the  contrary  in  this  Option Agreement, no shares of stock purchased upon
exercise  of the Option, and no certificate representing all or any part of such
shares,  shall  be issued or delivered if (a) such shares have not been admitted
to  listing  upon  official notice of issuance of each stock exchange upon which
shares  of  that  class  are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or  to  incur liability under any federal, state or other securities law, or any
requirement  of  any  stock exchange listing agreement to which the Company is a
party,  or  any  other requirement of law or of any administrative or regulatory
body  having  jurisdiction  over  the  Company.

     9.  NONTRANSFERABILITY.  Neither the Option nor any interest therein may be
         -------------------
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred
in  any  manner  other  than  by  will  or the laws of descent and distribution.

     10.  1995  PLAN.  THE  OPTION  IS  GRANTED PURSUANT TO THE 1995 PLAN, AS IN
          -----------
EFFECT  ON  THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE  1995 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT  NO  SUCH  AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE  OPTION  OR  OF  ANY  OF  OPTIONEE'S RIGHTS UNDER THIS OPTION AGREEMENT. THE
INTERPRETATION  AND  CONSTRUCTION BY THE COMMITTEE OF THE 1995 PLAN, THIS OPTION
AGREEMENT,  THE  OPTION  AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE
COMMITTEE  FOR  THE  PURPOSE  OF  ADMINISTERING THE 1995 PLAN SHALL BE FINAL AND
BINDING  UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED
IN  FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST, SEND A COPY OF THE 1995 PLAN,
IN  ITS  THEN  CURRENT  FORM,  TO  OPTIONEE  OR  ANY OTHER PERSON OR ENTITY THEN
ENTITLED  TO  EXERCISE  THE  OPTION.

     11.  FRACTIONAL  SHARES.  The  Company  shall  not  be  required to issue a
          -------------------
fraction of a Common Share in connection with the exercise of the Option. In any
case  where  the  Optionee  would  be entitled to receive a fraction of a Common
Share  upon  the  exercise  of  the  Option, the Company shall instead, upon the
exercise  of  the  Option,  issue  the  largest  whole  number  of Common Shares
purchasable  upon  exercise  of  the Option, and pay to the Optionee in cash the
Fair  Market Value (as determined by the Committee) of such fraction of a Common
Share  at  the  time  of  exercise  of  the  Option.


                                       5
<PAGE>
     12.  STOCKHOLDER  RIGHTS.  No  person  or entity shall be entitled to vote,
          --------------------
receive  dividends  or be deemed for any purpose the holder of any Option Shares
until  the  Option shall have been duly exercised to purchase such Option Shares
in  accordance  with  the  provisions  of  this  Option  Agreement.

     13.  EMPLOYMENT  RIGHTS.  No  provision  of this Option Agreement or of the
          -------------------
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the  employ  of  the Company or any of its subsidiaries, (b) affect the right of
the  Company  and  each  of  its  subsidiaries  to  terminate  the employment of
Optionee,  with  or  without  cause,  or  (c)  confer upon Optionee any right to
participate  in  any  employee  welfare  or benefit plan or other program of the
Company  or  any  of  its  subsidiaries  other  than  the  1995  Plan.

     14.  GOVERNING  LAW. This Option Agreement and the Option granted hereunder
          ---------------
shall  be  governed by and construed and enforced in accordance with the laws of
the  State  of  California.

     15.  ENTIRE  AGREEMENT.  This  Option  Agreement  (including  the Notice of
          ------------------
Grant,  into  which  it  is  incorporated  by  reference) constitutes the entire
agreement  of  the  parties  with  respect  to  the  matters  covered herein and
supersedes all prior written or oral agreements or understandings of the parties
with respect to the matters covered herein. Optionee acknowledges that he or she
has  no  right  to receive any additional options unless and until such time, if
any,  that the Committee, in its sole discretion, may approve the grant thereof,
and  that  the Company has not made any representation to the Optionee regarding
future  or  additional  option  grants, or any other option related matters. The
grant  of  any  options  must  be  in  writing.

     16.  TAX  CONSEQUENCES.  The  tax  consequences of the Option granted under
          ------------------
this  Option  Agreement  are complicated. THE OPTIONEE IS ADVISED TO CONSULT THE
OPTIONEE'S PERSONAL TAX ADVISOR WITH REGARD TO ALL CONSEQUENCES ARISING FROM THE
OPTION  GRANTED  UNDER  THIS  OPTION  AGREEMENT  AND  THE  EXERCISE  THEREOF.


                                       6
<PAGE>

</TEXT>
</DOCUMENT>
