21st Century Insurance Form 8-K 3/8/2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported)
March 8, 2007
 
21st Century Insurance Group
(Exact Name of Registrant as Specified in Charter)

Delaware
  
0-6964
  
95-1935264
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
  
(IRS Employer Identification No)
         
6301 Owensmouth Avenue
Woodland Hills, California
(Address of Principal Executive Offices)
      
91367
(Zip Code)


Registrant’s telephone number, including area code
(818) 704-3700


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Section 5- Corporate Governance and Management
 
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
On March 8, 2007, the Compensation Committee of the Board of Directors of 21st Century Insurance Group (the "Company") approved a modification of the award targets under the Company’s Short Term Incentive Plan and Chief Executive Officer Short Term Incentive Plan (as a percentage of base salary) that will be used by the Company to calculate cash bonuses for the 2007 fiscal year. The increase in the award targets will be made in lieu of equity awards pursuant to the Company's existing equity compensation plans. The current award targets will be adjusted upwards for named executive officers as follows:

Name and Position
Target Award Incentive That May be Granted for 2007
Bruce W. Marlow, President and Chief Executive Officer
300% of Base Salary
Michael J. Cassanego, Senior Vice President, General Counsel and Secretary
150% of Base Salary
Steven P. Erwin, Senior Vice President and Chief Financial Officer
150% of Base Salary
Michael T. Ray, Senior Vice President, Customer Processes
150% of Base Salary
Dean E. Stark, Senior Vice President, Claims
150% of Base Salary
Jesus C. Zaragoza, Vice President and Controller
150% of Base Salary
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
21ST CENTURY INSURANCE GROUP
   
Date: March 13, 2007
By:
/s/ Michael J. Cassanego
   
Name: Michael J. Cassanego
   
Title: Senior Vice President and General Counsel