RESTRICTED SHARES AGREEMENT (1982 Restricted Shares Plan)

FORMS OF RESTRICTED SHARES AGREEMENT                               EXHIBIT 10(n)

                       RESTRICTED SHARES AGREEMENT BETWEEN
                          21ST CENTURY INSURANCE GROUP,
                            A CALIFORNIA CORPORATION
                      AND   _________________, AN EMPLOYEE
                         OF 21ST CENTURY INSURANCE GROUP


     This Agreement is made at Woodland Hills, California, as of the ____ day of
_______________,  by  and  between  21st  Century  Insurance Group, a California
corporation  (the  "Company")  and  _______________________  (the  "Employee").


                                RECITAL OF FACTS


     1.     The  Board  of  Directors of 21st Century Insurance Group (formerly,
20th  Century  Industries)  at  its  meeting  held on February 23, 1982 adopted,
subject  to  shareholder approval, the 20th Century Industries Restricted Shares
Plan,  now the 21st Century Insurance Group Restricted Shares Plan (the "Plan").
The  shareholders  of the Company at their meeting held on May 25, 1982 approved
the  Plan.

     2.     The  Committee  of  the Board of Directors of 21st Century Insurance
Group  designated  to  administer  the Plan (the "Committee") has awarded ______
shares  to  the  Employee  pursuant  to  the  Plan.

     THEREFORE,  it  is  agreed  by and between the Company and the Employee, as
follows:

     3.     The Company has granted to the Employee _______ of the shares of the
Company  without  par  value.  The  shares  are evidenced by the following share
certificate(s),  the  restriction  with  respect  to  which  expires on the date
indicated.

       Share Certificate #            # of Shares  Restriction Expiration Date
       -------------------  ---------------------  ---------------------------
       ___________________  _____________________          ___________, 20____
       ___________________  _____________________          ___________, 20____

Each  of  the  share certificates will have attached the following restrictions.

     The  shares  evidenced by this certificate are "restricted" pursuant to the
     21st  Century  Insurance  Group  Restricted  Shares  Plan  and  may  not be
     transferred  or  reissued  without  the  consent  of  the  Company.

Attached  to each share certificate is a stock assignment signed in blank by the
shareholder(s)  and the signature of each shareholder is guaranteed by a bank or
a  member  of a national securities exchange or an officer of the Company.  Such
guarantee  is  undated.

     4.     During  the  period  of restriction and while subject to forfeiture,
the  share  certificates  shall  remain  in  the  possession  and custody of the
Company.  If  shares  are  forfeited,  the  Company  may  exercise  the  stock
assignment(s)  provided  for above, but upon delivery to the Employee of a share
certificate,  the stock assignment pertaining thereto shall also be delivered to
the  Employee.

     5.     If  the  Employee has been continuously employed by the Company from
the  date  hereof  to  the  expiration  of  dates of the restrictions, the share
certificate for which the restrictions expire shall be delivered to the Employee
free  of all restrictions other than those imposed, or made necessary by federal
and  state securities laws.  If the employment is terminated for any reason, all
shares  not  free  of  restrictions  shall be forfeited in favor of the Company.

     6.     The  Employee  acknowledges  that  he  or  she has received from the
Company the Annual Report to shareholders for the year 20___ of the Company, the
Form  10-K  filed with the United States Securities and Exchange Commission (the
"SEC")  of the Company for the year 20___ and the report to shareholders for the
___  quarter of 20___.  The Employee also acknowledges that there have been made
available  to  him  or  her for inspection, and copying if he or she so desires,
copies  of prior reports to shareholders and filing with the SEC.  Such right of
inspection  and  copying  shall  terminate  if  and  when  the employment of the
Employee  terminates.

     7.     Attached  hereto  and  made a part hereof, as though fully set forth
hereto,  is  a  copy of the 21st Century Insurance Group Restricted Shares Plan.
In  the event of any conflict between the terms and provisions of this Agreement
and  those  of the Plan, the terms and provisions of the Plan, including without
limitation,  those with respect to powers of the Committee, shall prevail and be
controlling.

     8.     If the Employee exercises the election provided for in Section 83(b)
of  the  Internal Revenue Codes and Section 17122(b) of the Revenue and Taxation
Code  of  California,  he  or  she  shall  promptly  notify  the  Company.

     9.     Neither the Plan, this Agreement, nor the award of Restricted Shares
shall  confer any right to continue in the employ of the Company or interfere in
any  way  the  right  of  the  Company  to terminate any employment at any time.

     10.     The Employee shall furnish to the Company all information requested
at  any time or from time to time by the Company to enable it to comply with any
reporting  or  other  requirement  imposed  upon  the  Company  by  or under any
applicable  statute  or  regulation.

     11.     No  shares issued or transferred to an Employee, hereunder, so long
as  such  shares  are  subject to a risk of forfeiture imposed hereunder, may be
transferred,  assigned, pledged, hypothecated or disposed of in any way (whether
by  operation  of  law  or  otherwise)  except  shares  upon forfeiture shall be
transferred  back  to  the  Company or to another Employee upon being regranted.

     12.     Nothing  in the Plan or in this Restricted Shares Agreement entered
into  pursuant  to  the  Plan shall require the Company to issue or transfer any
shares  pursuant  to an award if such issuance or transfer would, in the opinion
of  the Committee, constitute or result in a violation of any applicable statute
or regulation of any jurisdiction relating to the disposition of the securities.

     13.     If  the  Committee  shall  determine,  in  its discretion, that the
listing,  registration  or  qualification  of  shares awarded hereunder upon any
securities  exchange  or  under  any  applicable  statute  or  regulation of any
jurisdiction  relating  to  securities,  or  the  consent  or  approval  of  any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection  with,  the  issuance  or  transfer  of  such shares, nothing in this
Restricted  Shares Agreement shall require the Company to issue or transfer such
shares  unless  such  listing,  registration, qualification, consent or approval
shall  have  been  effected or obtained free of any conditions not acceptable to
the  Committee.

     14.     In  connection  with  the  shares  awarded hereunder, it shall be a
condition  precedent  to the Company's obligation to evidence the removal of any
restrictions  or  transfer  or lapse of any risk of forfeiture that the Employee
make  arrangements  satisfactory to the Company to insure that the amount of any
federal  or  other  withholding tax required to be withheld with respect to such
sale  or  transfer on such removal or lapse is made available to the Company for
timely  payment  of  such  tax.

     15.     The  Employee represents that he or she is having the shares issued
to  him  or her for his or her own account and not with a view to or for sale in
connection  with  any  distribution  of  the  shares.

     16.     Notwithstanding  any  other  provision of this Agreement including,
but  not  limited  to, paragraphs 3, 4, and 5 hereof, all shares which have been
granted pursuant to this Agreement which have not been delivered to the Employee
because  of  the  expiration date of the Restrictions shall vest in the Employee
immediately before a "change of control" of the Company, as defined herein, free
and  clear of any restrictions, except the restrictions imposed by paragraphs 12
through 15 hereof.  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 holding prior to such transaction, hold less than
               50%  of  the  total  outstanding  voting  stock  of the surviving
               corporation  immediately  upon  completion  of  the  transaction.

          (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")]
               shall  become  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 in
               control" of the nature described in subparagraphs (i) through (v)
               hereof.

     17.     The  parties  agree  that Paragraph 16 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 shares subject to
this  Agreement  which  would vest within one year from the date of an AIG Offer
shall  immediately  vest  in favor of Employee subject only to the provisions of
Paragraphs  12  through 15 hereof.  Any remaining shares granted to the Employee
which are not free of the restrictions in paragraph 3, above, shall be forfeited
in  favor  of  the  Company.

     Upon  the  shares vesting in the Employee pursuant to this paragraph, share
certificate(s) shall be delivered to the Employee pursuant to the procedures set
forth  in  paragraphs  4  and  5  hereof.

     Executed  at  the  place  and  as  of  the  date  first  above  written.


                            21ST  CENTURY  INSURANCE  GROUP


                            By  _____________________________________________
                                 Bruce  W.  Marlow
                                 President  and  Chief  Executive  Officer


                            By  _____________________________________________
                                 Michael  J.  Cassanego,  Secretary


                            EMPLOYEE

                           ________________________________
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