AMENDMENT NO. 1 TO AMENDED AND RESTATED REINSURANCE AND POOLING AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1

TO

AMENDED AND RESTATED

REINSURANCE AND POOLING AGREEMENT

WHEREAS, Zenith Insurance Company (“Zenith”), ZNAT Insurance Company (“ZNAT”) and Zenith Star Insurance Company (“Zenith Star”) have previously entered into an Amended and Restated Reinsurance and Pooling Agreement, effective April 1, 2005, and;

WHEREAS, effective June 30, 2005 Zenith Star has merged with Zenith, and no longer exists as a corporate entity;

NOW, THEREFORE, Zenith and ZNAT agree as follows:

1.                                        Article V – Proportionate Shares – is deleted and the following substituted