Exhibit 10.20


 


Zenith National Insurance Corp.

Amended and Restated 2003 Non-Employee Director Deferred Compensation Plan


 


DEFERRED COMPENSATION AGREEMENT


 


This
Deferred Compensation Agreement, is hereby entered into on December         ,
[      ] by and between Zenith National
Insurance Corp. (“Zenith”) and                                                             ,
a Non-Employee Director of Zenith, pursuant to the Zenith National Insurance
Corp. Amended and Restated 2003 Non-Employee Director Deferred Compensation
Plan (the “Plan”).  All capitalized terms
not defined herein shall have the meanings given to them in the Plan.  If there is any inconsistency between the
terms of this Deferred Compensation Agreement and the Plan, the terms of the
Plan, which is incorporated herein by reference, shall control.


 


Election
to Defer Director’s Compensation


 


Your
election to defer your Director’s Compensation shall be effective for Director’s
Compensation earned on and after January 1,
[      ].  Your election shall remain in effect until
you modify it.  Any modification by you
to your compensation deferral election shall comply with the terms and
conditions set forth in Section 3.2 of the Plan.


 


	
  Percentage
  of your Director’s Compensation to be deferred into your Deferred Cash
  Account:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage
  of your Director’s Compensation to be deferred into your Stock Unit Account:

  	
   

  	
   

  	
  %

  



 


NOTE:  The sum of the two deferral percentages
entered above cannot exceed 100%.


 


All
Benefits will be distributed in accordance with the terms of the Plan as soon
as reasonably practicable after the earlier of: (i) an Early Benefit
Distribution Date, if you make a valid election for early distribution of
Benefits pursuant to Section 5.2 of the Plan and this Deferred
Compensation Agreement, (ii) a Termination Event, or (iii) a
Subsequent Deferral Election.


 


Early
Benefit Distribution Date


 


You
may elect an Early Benefit Distribution Date, which is a single date on which
you will receive an amount of cash in lump sum, each as elected below.  You are not required to elect an Early
Benefit Distribution Date.  If you do not
elect an Early Benefit Distribution Date, you will receive your benefits upon
the occurrence of a Termination Event.  Your election of an Early Benefit Distribution Date
and the amount distributable to you on such date are IRREVOCABLE, subject to
any modifications as may be permitted pursuant to Section 3.2 of the Plan.


 


	
  Early
  Benefit Distribution Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage
  of Deferred Cash Account to be distributed on Early Benefit Distribution Date:
  

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage
  of Stock Unit Account to be distributed on Early Benefit Distribution Date: 

  	
   

  	
   

  	
  %

  



 


NOTE: this date must be no earlier than 24 months after the
date this Deferred Compensation Agreement is received by Zenith.


 


	
  NOTE:

  	
   

  	
  If
  less than a 100% is shown to be distributed in either of the above, the
  balance will be distributed upon the occurrence of a Termination Event.

  



 

















 


Form of
Distribution


 


All
Benefits under the Plan shall be paid in cash. 
Upon a Termination Event, you will receive the amounts credited to your
Plan accounts in the form you elect below. 
Note that Benefits payable upon an Early Benefit Distribution Date or a
Subsequent Deferral Election will be paid in a cash lump sum only.  Please indicate the form of distribution for
Benefits payable to you upon a Termination Event (you may elect only one form
of distribution):


 


	
  o

  	
   

  	
  lump
  sum

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  annual
  installments over five (5) years

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  annual
  installments over ten (10) years

  



 


	
  NOTE:

  	
   

  	
  If
  you fail to elect a form of distribution above, your account balance will be
  paid in annual installments over five (5) years (other than mandated
  cash distributions in lump sum for Benefits payable upon an Early Benefit
  Distribution Date or a Subsequent Deferral Election).

  
	
   

  	
   

  	
   

  



Section 409A of the
Code


 


It is intended that this
Deferred Compensation Agreement shall comply with the provisions of Section 409A
of the Code so as not to subject you to the payment of additional taxes and
interest under Section 409A of the Code. 
In furtherance of this intent, this Deferred Compensation Agreement
shall be interpreted, operated, and administered in a manner consistent with
these intentions.


 


FOR THIS DEFERRED COMPENSATION AGREEMENT TO BE EFFECTIVE, A
COPY SIGNED BY YOU MUST BE ACTUALLY RECEIVED BY ZENITH NO LATER THAN DECEMBER
31, [     ].


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature
  of Participant

  



 


 


TO
ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT,
UNLESS OTHERWISE EXPRESSLY INDICATED, ANY FEDERAL TAX ADVICE CONTAINED HEREIN
WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING
TAX-RELATED PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING,
MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED
HEREIN.


 


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