EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



          EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of December 9,

2003 (the "Exchange and Registration Rights Agreement").



          WHEREAS, 21st Century Insurance Group, a Delaware corporation (the

"Company"), proposes to issue and sell to Banc of America Securities LLC and

Lehman Brothers Inc. ("the Initial Purchasers"), upon the terms set forth in the

purchase agreement, dated December 4, 2003 (the "Purchase Agreement"), $100.0

million aggregate principal amount of the Company's 5.90% Senior Notes Due 2013

(the "Securities").



          WHEREAS, it is a condition to the Initial Purchasers' obligation to

purchase the Securities that the Company enter into this Agreement;



          NOW THEREFORE, the Company hereby undertakes as follows:





  ARTICLE XICertain Definitions.  For purposes of this Exchange and Registration

     Rights Agreement, the following terms shall have the following respective

                                    meanings:



          "Additional Interest" shall have the meaning assigned thereto in

Section 2(c) hereof.



          "Base Interest" shall mean the interest that would otherwise accrue on

the Securities under the terms thereof and the Indenture, without giving effect

to the provisions of this Agreement.



          The term "broker-dealer" shall mean any broker or dealer registered

with the Commission under the Exchange Act.



          "Closing Date" shall mean the date on which the Securities are

initially issued.



          "Commission" shall mean the United States Securities and Exchange

Commission, or any other federal agency at the time administering the Exchange

Act or the Securities Act, whichever is the relevant statute for the particular

purpose.



          "Effective Time," in the case of (i) an Exchange Registration, shall

mean the time and date as of which the Commission declares the Exchange

Registration Statement effective or





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as of which the Exchange Registration Statement otherwise becomes effective and

(ii) a Shelf Registration, shall mean the time and date as of which the

Commission declares the Shelf Registration Statement effective or as of which

the Shelf Registration Statement otherwise becomes effective.



          "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, or any successor thereto, as the same shall be amended from time to

time.



          "Exchange Offer" shall have the meaning assigned thereto in Section

2(a) hereof.



          "Exchange Registration" shall have the meaning assigned thereto in

Section 3(c) hereof.



          "Exchange Registration Statement" shall have the meaning assigned

thereto in Section 2(a) hereof.



          "Exchange Securities" shall have the meaning assigned thereto in

Section 2(a) hereof.



          The term "holder" shall mean the Initial Purchasers and other persons

who acquire Registrable Securities from time to time (including any successors

or assigns), in each case for so long as such person is a record or beneficial

owner of any Registrable Securities.



          "Indenture" shall mean the Indenture, dated as of December 9, 2003,

between the Company and The Bank of New York, as trustee (the "Trustee"), as the

same shall be amended from time to time.



          "Majority Holders" shall mean the holders of a majority of the

aggregate principal amount of Registrable Securities outstanding; provided,

however, that whenever the consent or approval of holders of a specified

percentage of Registrable Securities is required hereunder, Registrable

Securities held by the Company or any of its affiliates (as such term is defined

in Rule 405 under the Securities Act) shall be disregarded in determining

whether such consent or approval was given by the holders of such required

percentage.



          "Notice and Questionnaire" means a Notice of Registration Statement

and Selling Securityholder Questionnaire substantially in the form of Exhibit A

hereto.

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