Exhibit 10.17


 


FIRST AMENDMENT


TO


ZENITH NATIONAL INSURANCE CORP.


AMENDED AND RESTATED EXECUTIVE OFFICER BONUS PLAN


 


Zenith National Insurance
Corp., a Delaware corporation (the “Company”), hereby amends the Zenith
National Insurance Corp. 2003 Amended and Restated Executive Officer Bonus Plan
(the “Plan”), effective December 1, 2008, with reference to the following:


 


WHEREAS,
the Company maintains the Plan for the benefit of its executive officers; and


 


WHEREAS,
the Plan was amended and restated on February 12, 2003; and


 


WHEREAS, Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), places certain
restrictions, among other things, as to the timing of distributions from
nonqualified deferred compensation plans and arrangements; and


 


WHEREAS, the Board of
Directors of the Company desires to amend the Plan to comply with Section 409A
of the Code; and


 


WHEREAS, the Compensation
Committee of the Company has previously granted the appropriate officers of the
Company the authority to prepare such amendments as may be necessary in order
to comply with Section 409A of the Code;


 


NOW THEREFORE, the Plan is
hereby amended by adding the following section it:


 


“3.                                 Section 409A


 


All
payments made pursuant to this executive officer bonus plan shall be made in no
event later than the later of (i) the 15th day of the third month
following the end of Executive Officer’s taxable year in which such bonus is
determined in accordance with Section 2 or (ii) the 15th day of the
third month following the end of the Company’s taxable year in which such bonus
is determined in accordance with Section 2.  It is intended that this Plan shall comply
with the provisions of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and the Treasury Regulations relating thereto so as not
to subject any Executive Officer to the payment of additional taxes and
interest under Section 409A of the Code. 
In furtherance of this intent, this Plan shall be interpreted, operated,
and administered in a manner consistent with these intentions, and to the
extent that any rules, regulations or other guidance issued under Section 409A
of the Code would result in any Executive Officer being subject to payment of
additional income taxes or interest under Section 409A of the Code, the
Company shall amend this Plan to the extent necessary to avoid the application
of such taxes or interest to the extent permitted by Section 409A of the
Code.”


 


IN WITNESS HEREOF, the
Company has executed this First Amendment to the Plan effective as of the date
written above.


 


	
   

  	
  ZENITH NATIONAL INSURANCE
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. Jansen

  
	
   

  	
   

  	
  Michael E. Jansen

  
	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
  and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Kari L. Van Gundy

  
	
   

  	
   

  	
  Kari L. Van Gundy

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer