<PAGE>

                                  JOHN J. TICKNER
                                          
                                          
                                EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (the "Agreement") is dated effective as of 
January 5, 1998 (the "Effective Date), between ZENITH NATIONAL INSURANCE 
CORP., a Delaware corporation (the "Company"), and JOHN J. TICKNER (the 
"Employee");

     WHEREAS, the parties desire to enter into this Agreement setting forth 
the terms and conditions for the employment relationships of the Employee 
with the Company.  

     NOW, THEREFORE, it is AGREED as follows:  

     1.   EMPLOYMENT. 

          (a)  Subject to earlier termination as provided herein, the 
Employee is employed as a Senior Vice President and Secretary of the Company, 
and Senior Vice President, General Counsel and Secretary of its insurance 
subsidiaries from the Effective Date through the Term of this Agreement (as 
defined below).  In this capacity the Employee shall devote his full business 
time and energy to the business, affairs and interests of the Company and 
matters related thereto. During the Term of this Agreement, the Employee 
shall have no other employment other than with a subsidiary of the Company, 
except with the prior written approval of the Board of Directors of the 
Company (the "Board").  The Employee shall have such duties and 
responsibilities and such executive power and authority as is customary for 
an officer in his position and as shall be allocated to him in such capacity 
and such other duties and responsibilities as the Board or the President of 
the Company shall designate that are not inconsistent with the Employee's 
position with the Company.  

          (b)  During his employment hereunder, the Employee shall report to 
the Company's Chief Executive Officer.  

     2.   TERM.  This Agreement shall be in effect for a term commencing on 
the Effective Date and expiring on March 1, 2001, and such period shall be 
referred to herein as the "Term" of this Agreement, and such Term shall not 
be affected by the termination of the Employee's employment hereunder.  

<PAGE>


     3.   SALARY.  Commencing as of the Effective Date, the Company shall pay 
the employee an annual base salary at the minimum rate of $265,000, which 
shall be payable in installments in conformity with the Company's policy 
relating to salaried employees.  The Employee's base salary may be subject to 
annual adjustment (but not below the then current amount) in the sole 
discretion of the Board.  

     4.   DISCRETIONARY BONUSES.  During the Term of this Agreement, the 
Employee shall be entitled to such discretionary bonuses as may be 
authorized, declared, and paid by the Board in its sole discretion.  

     5.   PARTICIPATION IN RETIREMENT AND EMPLOYEE BENEFIT PLANS.  During his 
employment hereunder, the Employee shall be entitled to participate in any 
plan of the Company relating to stock options, stock purchases, pension, 
thrift, profit sharing, life insurance, medical coverage, disability 
insurance, education, and other retirement or employee benefits that the 
Company has adopted or may adopt for the benefit of its executive employees, 
and the Company shall provide the Employee with such insurance or other 
provisions for indemnification, defense or hold-harmless of officers that are 
generally in effect for other senior executive officers of the Company.  
Notwithstanding the foregoing, nothing contained in this Agreement shall 
prohibit or limit the right of the Company to discontinue, modify or amend 
any plan or benefit in its absolute discretion at any time; provided, 
however, that any such discontinuance, modification or amendment shall apply 
to employees of the Company generally, or to a defined group of such 
employees and shall not apply solely to the Employee.  

     6.   FRINGE BENEFITS; AUTOMOBILE.  In addition to the benefit plans 
referred to in Section 5 hereof, the Employee shall be entitled to 
participate in any other fringe benefits that are now or may be or become 
applicable to the Company's executive employees, and any other benefits that 
are commensurate with the duties and responsibilities to be performed by the 
Employee under this Agreement and reimbursement for reasonable expenses 
incurred in the course of his duties hereunder in accordance with the 
Company's policy with respect thereto.  In addition, the Company shall 
provide Employee with a Company-leased vehicle.  The benefits provided under 
this Section 6 shall cease upon the Employee's Date of Termination (as 
defined below).  

     7.   VACATION.  During his employment hereunder, the Employee shall be 
entitled to an annual paid vacation in accordance with the Company's standard 
employment practices of at least four weeks per year or such longer period as 
the

                                     2

<PAGE>

Board may approve (pro-rated on a daily basis for any period that is less 
than one calendar year).  Up to four weeks of accrued vacation time that is 
not used in a calendar year may be carried over into the following calendar 
year. Upon termination of the Employee's employment for any reason, the 
Employee shall be entitled to payment for any accrued but unused vacation 
time based upon his then current salary.  The timing of paid vacations shall 
be scheduled in a reasonable manner by the Employee.  

     8.   TERMINATION.

          (a).  DISABILITY.  If, as a result of the Employee's incapacity due 
to physical or mental illness, injury or similar incapacity, he shall have 
been absent from the full-time performance of his duties with the Company for 
six months within any eighteen-month period, his employment may be terminated 
by written notice (as provided below) from the Company for "Disability."  

          (b)  CAUSE.  Subject to the notice provisions set forth below, the 
Company may terminate the Employee's employment for "Cause" at any time. 
Termination for "Cause" shall mean termination upon (1) the continued willful 
failure by the Employee to substantially perform his duties with the Company 
or his other willful breach of this Agreement (other than any such failure or 
breach resulting from his incapacity due to the physical or mental illness, 
injury or similar incapacity) after a written demand for substantial 
performance is delivered to him by the Board, which demand specifically 
identifies the manner in which the Board believes that he has failed to 
substantially perform his duties, or has otherwise breached this Agreement, 
(2) the Employee's conviction of a felony, (3) the Employee's willful 
misconduct that is materially and demonstrably injurious to the Company, or 
(4) the violation by the Employee of Section 10 hereof; provided, however, 
that the Employee shall not be terminated for "Cause" unless and until the 
Board has given the Employee reasonable notice of its intended actions and 
the alleged events or activities giving rise thereto and with respect to 
those events or activities for which a cure is possible, a reasonable 
opportunity to cure such breach and there shall have been delivered to him a 
copy of a resolution duly adopted by the Board regarding such action.  

          (c)  CONSTRUCTIVE TERMINATION.  If at any time during the Term of 
this Agreement, any of the following events shall occur, the Employee shall 
be entitled to terminate his employment hereunder and be treated as if his 
employment had been terminated by the Company other than for Cause:  

                                     3

<PAGE>

               (i)  Mr. Stanley R. Zax ceases to be full-time Chairman of the
Board and President of the Company other than by reason of death or disability;

               (ii) The Employee is removed or otherwise prohibited or
restricted in the performance of his duties as set forth in Section 1 hereof;  

               (iii) Any payment due under this Agreement shall remain unpaid
for more than 60 days;

               (iv) A Change in Control of the Company (as defined below) 
shall occur during the Term of his Agreement, and within 180 days after the 
effective date of any such Change in Control, the Employee delivers to the 
Company a written notice of his election to terminate the Agreement effective 
as of the date set forth in such notice, which effective date shall not be 
less than 30 days nor more than 90 days after the date of delivery of any 
such written notice.

                    For purposes of this paragraph, a Change in Control shall 
mean either (i) a merger or consolidation of the Company with or into another 
company in which the Company does not survive; or (ii) an assignment of this 
Agreement by the Company under the provisions of Section 11(b) hereof; or 
(iii) the sale of all or substantially all of the Company's assets; or (iv) a 
change in the identities of a majority of the members of the Board within a 
one-year period or less; or (v) any other transaction that would require a 
party or affiliated group of parties to obtain approval from, or require such 
transactions to be presented for approval by, the California Insurance 
Commissioner (assuming there is no preemption of California insurance laws by 
federal law).  

          (d)  NOTICE OF TERMINATION.  Any purported termination of the 
Employee's employment by the Company of by him shall be communicated by a 
written notice ("Notice of Termination") that shall indicate the specific 
termination provision in this Agreement relied upon and shall set forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Employee's employment under the provision so indicated.  

          (e)  DATE OF TERMINATION, ETC.  "Date of Termination" shall mean 
(1) if the Employee's employment is terminated by his death, the date of his 
death; (2) if the Employee's employment is terminated for Disability, thirty 
days after Notice of Termination is given; (3) if the Employee's employment 
is terminated for Cause, the date specified in the Notice of Termination, 
which shall not be less than thirty days from the date such Notice of 
Termination is given; and (4) if the

                                     4

<PAGE>

Employee's employment is terminated for any other reason, the date
specified in the Notice of Termination.  

     9.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.  The Employee
shall be entitled to the following benefits during a period of disability, or
upon termination of his employment, as the case may be, if such period or
termination occurs during the Term of this Agreement:  

          (a)  During any period that the Employee fails to perform his 
full-time duties with the Company as a result of incapacity due to physical 
or mental illness, injury or similar incapacity, he shall continue to receive 
his compensation and other benefits payable to him under this Agreement at 
the rate in effect at the commencement of any such period, together with all 
compensation payable to him under the Company's disability plan or program or 
other similar plan during such period, until his employment is terminated 
pursuant to Section 8(a) hereof.  Thereafter, or in the event the Employee's 
employment shall be terminated by reason of his death, his benefits shall be 
determined under the Company's retirement, insurance and other compensation 
programs then in effect in accordance with the terms of such programs, and 
the Company shall have no further obligations to him under this Agreement.  

          (b)  If at any time the Employee's employment shall be terminated (i)
by reason of his death, (ii) by the Company for Cause or Disability, or (iii) by
him (other than by reason of a constructive termination pursuant to Section 8(c)
hereof), the Company shall pay him (or his appropriate payee, as determined in
accordance with Section 11(c) hereof) his full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given,
plus all other amounts to which he is entitled under any compensation plan of
the Company at the time such payments are due, and the Company shall have no
further obligations to him under this Agreement.  In addition, in the event the
Employee's employment is terminated by reason of the Employee's death or
Disability, the Employee (or his appropriate payee) shall be entitled to receive
a pro rata portion of any bonus that would otherwise have been payable to the
Employee with respect to the year in which the Employee's employment is
terminated.  For purposes of this provision, if the Employee's bonus for such
year has not been determined, the Employee shall be deemed to have been entitled
to a bonus equal to the bonus paid or payable to the Employee with respect to
the immediately preceding year.  

          (c)  If the Employee's employment should be terminated by the Company
other than for Cause or Disability or by the Employee by reason of a

                                     5

<PAGE>

constructive termination pursuant to Section 8(c) hereof, he shall be entitled
to the benefits provided below:  

               (i)  The Company shall pay to the Employee his full base 
salary through the Date of Termination, at the rate in effect at the time 
Notice of Termination is given, plus all other amounts to which he is 
entitled under any compensation plan of the Company, in each case at the time 
such payments are due;  

               (ii) The Company shall pay the Employee, at the time such 
payments would have been made had the Employee's employment not been 
terminated hereunder, all salary payments that would have been payable to the 
Employee pursuant to this Agreement had the Employee continued to be employed 
for the greater of (x) the remaining Term of this Agreement, or (y) one year 
(the "Severance Period") (assuming for the purpose of such continuing 
payments that the Employee's salary for each year of such period is equal to 
his salary at the Date of Termination), plus a pro rata portion of any bonus 
that would otherwise have been payable to the Employee with respect to the 
year in which the Employee's employment is terminated; provided, however, 
that if the Employee's bonus for such year has not been determined, the 
Employee shall be deemed to have been entitled to a bonus equal to the bonus 
paid or payable to the Employee with respect to the immediately preceding 
year;

               (iii) All stock option rights, stock appreciation rights, and 
any and all other similar rights theretofore granted to the Employee, 
including, but not limited to, the Employee's right to receive cash in lieu 
of exercising stock options, as may be provided in his stock option 
agreements, shall vest and shall then be exercisable in full, and the 
Employee shall have 90 days following his termination within which to 
exercise any and all such rights and the restrictions on any and all shares 
of restricted stock granted to the Employee that are outstanding on the Date 
of Termination shall lapse as of the Date of Termination;  

               (iv) During the Severance Period the Company shall, at its 
cost, arrange to provide the Employee with life, disability, dental, accident 
and group health insurance benefits substantially similar to those that he 
was receiving immediately prior to the Notice of Termination plus an 
additional amount necessary to reimburse the Employee for any taxes imposed 
solely by reason of his receipt of such benefits following his termination of 
employment. Notwithstanding the foregoing, the Company shall not provide any 
benefit otherwise receivable by the Employee pursuant to this subparagraph if 
an equivalent benefits is actually received by him at any time during the 
Severance

                                     6

<PAGE>

Period and any such benefit actually received by him shall be 
reported to the Company.  

          (d)  The Company shall continue in effect for the benefit of the 
employee all insurance or other provisions for the indemnification, defense 
of hold-harmless of officers or directors of the Company that are in effect 
on the date the Notice of Termination is sent to the Employee or the Company 
with respect to all of his acts and omissions while an officer or director as 
fully and completely as if such termination had not occurred, and until the 
final expiration or running of all periods of limitation against actions that 
may be applicable to such acts or omissions. 

          (e)  The Employee shall have the right to terminate his employment 
under this Agreement upon thirty (30) days notice to the Company without 
liability to the Company for damages incurred solely by reason of such 
termination.  

          (f)  Notwithstanding anything to the contrary in this Agreement, in 
the event that, in the opinion of counsel for the Company, it is more likely 
than not that any payment or benefit under this Agreement or under any other 
plan or agreement would not be deemed to be deductible in whole or in part in 
the calculation of the federal income tax of the Company, or of any other 
person making such payment or providing such benefit, by reason of Section 
280G of the Internal Revenue Code of 1986, including the rules and 
regulations promulgated thereunder, as amended from time to time and 
including any successor legislation thereto (the "Code"), the aggregate 
payments and benefits provided by this Agreement shall be reduced (if 
necessary, to zero) (with the cash payments provided by this Agreement being 
the first reduced) to the minimum extent necessary so that no portion of such 
aggregate payments and benefits is not deductible for federal income tax 
purposes by reason of Section 280G of the Code.  The Company shall hold such 
portions not paid to the Employee in escrow. At the end of each calendar 
quarter during the term of such escrow, the Company shall deposit into escrow 
an amount equal to interest accrued during such calendar quarter on the 
amount held in escrow during such calendar quarter at a rate equal to the 
rate than payable on judgments in California.  If it shall be determined at 
any point in time, by counsel selected by the Company and the Employee, that 
it is more likely than not that the payment to the Employee of any or all of 
such amount held in escrow would be deductible for tax purposes, such amount 
shall be paid out of escrow to the Employee.  In the event of a final 
determination by the Internal Revenue Service or of an arbitration aware 
pursuant to Section 16 hereof, that any such amount held in escrow would not 
be deductible for tax purposes under the

                                     7
<PAGE>

then applicable provisions of the Code if paid to the Employee, or if it 
shall be determined at any point in time, by counsel selected by the company 
and the Employee, that it is more likely than not that the payment to the 
Employee of any such amount held in escrow would not be deductible for tax 
purposes under the then applicable provisions of the Code, such amount shall 
be paid out of escrow to the Company.  For purposes of this Subsection 
9(f),(i) the value of any non-cash benefits or any deferred or contingent 
payment or benefit shall be determined by the company's independent public 
accountants in accordance with the principles of Section 280G of the Code, 
(ii) no payment or benefit not constituting, in the opinion of such 
accountants, a "parachute payment" within the meaning of Section 280G of the 
code shall be included in determining the aggregate amount of such payments 
and benefits, and (iii) no payment or benefit the receipt or enjoyment of 
which has been waived in writing by the Employee shall be included in 
determining the aggregate amount of such payments and benefits.  

     10.  CONFIDENTIAL INFORMATION AND NON-COMPETITION.  

          (a)  During the Term of this Agreement and thereafter, the Employee 
shall not, except as may be required to perform his duties hereunder or as 
required by applicable law, disclose to others or use, whether directly or 
indirectly any Confidential Information regarding the Company.  "Confidential 
Information" shall mean information about the Company, its subsidiaries and 
affiliates, and their respective clients and customers that is not available 
to the general public and that was learned by the Employee in the course of 
his employment by the Company, including (without limitation) any data, 
formulae, information, proprietary knowledge, trade secrets and client and 
customer lists and all papers, resumes, records and the documents containing 
such Confidential Information.  The Employee acknowledges that such 
Confidential Information is specialized, unique in nature and of great value 
to the company, and that such information gives the Company a competitive 
advantage.  Upon the termination of this employment for any reason 
whatsoever, the Employee shall promptly deliver to the Company all documents 
(and all copies thereof) containing any Confidential Information.  

          (b)  During the term of his employment hereunder, the Employee 
shall not, directly or indirectly, without the prior written consent of the 
Company, provide consultative service (with or without pay) to, own, manage, 
operate, join, control, participate in, or be connected (as a stockholder, 
partner, or otherwise) with, any business, individual, partner, form, 
corporation, or other entity that is then in competition with the Company, 
any of its subsidiaries or affiliates (a "Competitor of the Company"), 
PROVIDED, however, that the "beneficial ownership"

                                     8

<PAGE>

by the Employee, either individually or as a member of a "group", as such 
terms are used in Rule 13d of the General Rules and Regulations under the 
Securities Exchange Act of 9134, as amended (the "Exchange Act"), of not more 
than one percent (1%) of the voting stock of any publicly held corporation 
shall not be a violation of this Agreement.  It is further expressly agreed 
that the Company will or would suffer irreparable injury if the Employee were 
to compete with the Company or any subsidiary or affiliate of the company in 
violation of this Agreement and that the company would by reason of such 
competition be entitled to injunctive relief in a court of appropriate 
jurisdiction, and the Employee further consents and stipulates to the entry 
of such injunctive relief in such a court prohibiting the Employee from 
competing with the Company or any subsidiary or affiliate of the Company in 
violation of this Agreement.  

          (c)  During the Term of this Agreement, the Employee shall not 
directly or indirectly, influence or attempt to influence customers or 
suppliers of the Company or any of its subsidiaries or affiliates, to divert 
their business to any Competitor of the Company.  

          (d)  The Employee recognizes that he will possess confidential 
information about other employees of the Company relating to their education, 
experience, skills, abilities, compensation and benefits, and interpersonal 
relationships with customers of the Company.  The Employee recognizes that 
the information he will possess about these other employees is not generally 
known, is of substantial value to the Company in developing its products and 
in securing and retaining Customers, and will be acquired by him because of 
his business position with the Company.  The Employee agrees that, during the 
period ending on the last day of the three-year period following his Date of 
Termination, he will not, directly or indirectly, solicit or recruit any 
employee of the Company for the purpose of being employed by him, or any 
Competitor of the Company on whose behalf he is acting as an agent, 
representative or employee.  The Employee further agrees that he will not 
convey any such confidential information or trade secrets about other 
employees of the Company to anyone affiliated with him or to any Competitor 
of the Company.  

          (e)  If it is determined by a court of competent jurisdiction in 
any state or applicable arbitration proceeding in accordance with Section 16, 
that any restriction in this Section 10 is excessive in duration or scope or 
is unreasonable or unenforceable under the laws of that state, it is the 
intention of the parties that such restriction may be modified or amended by 
the court to render it enforceable to the maximum extent permitted by the law 
of that state.  

                                     9

<PAGE>

     11.  ASSIGNMENTS/MITIGATION.

          (a)  This Agreement and the rights, interest and benefits hereunder 
are personal to the Employee and shall not be assigned, transferred, pledged, 
or hypothecated in any way by the Employee, and shall not be subject to 
execution, attachment or similar process.  Any attempted assignment, 
transfer, pledge, or hypothecation, or the levy of any execution, attachment 
or similar process thereon, shall be null and void and without effect.  

          (b)  The Company shall have the right to assign this Agreement and 
to delegate all of its rights, duties and obligations hereunder, whether in 
whole or in part, to any parent, affiliate, successor or subsidiary 
organization of the Company or corporation with which the Company may merge 
or consolidate or which acquires by purchase or otherwise all or 
substantially all of the Company's consolidated assets, but such assignment 
shall not release the Company from its obligations under this Agreement, and 
in the event of any such assignment by the Company, the Employee may, at his 
sole option, exercise his termination rights under the provisions of Section 
8(c)(iv) of this Agreement.  

          (c)  This Agreement shall inure to the benefit of and be 
enforceable by the Employee and his personal or legal representatives, 
executors, administrators, successors, heirs, distributes, devisees and 
legatees.  If the Employee should die while any amount would still be payable 
to him hereunder had he continued to live, all such amounts, unless otherwise 
provided herein, shall be paid in accordance with the terms of this Agreement 
to his devisee, legatee or other designees, or, if there is no such designee, 
to his estate.  

          (d)  The Employee shall have no duty to mitigate the Company's 
obligations hereunder by seeking other employment or by becoming 
self-employed; provided, however, that life, disability, dental, accident, 
group health insurance and other health and welfare benefits received by the 
Employee during or with respect to the Severance Period and attributable to 
services rendered during such period by the Employee to persons or entities 
other than the Company shall be applied to reduce the Company's obligation to 
provide such benefits hereunder.  Not less frequently than annually (by the 
end of the month of the month next following the month in which the Effective 
Date occurs), the Employee shall account to the Company as to the amount of 
such benefits; if the Company has paid amounts in excess of those to which 
the Employee was entitled (after giving effect to the offsets provided 
above), the Employee shall reimburse the Company promptly thereafter for such 
excess.  

                                     10

<PAGE>

     12.  NOTICE.  Notices and all other communications provided for in this 
Agreement shall be in writing and shall be deemed to have been duly given 
when delivered or five business days after being mailed by United States 
certified or registered mail, return receipt requested, postage prepaid, 
addressed (a) if to the Employee, to 3 Dapplegray Road, Bell Canyon, CA 
91307, and (b) if to the Company, to 21255 Califa Street, Woodland Hills, CA 
91367, Attention:  Stanley R. Zax, with a copy to the Secretary of the 
Company; or to such other address as either party may have furnished to the 
other in writing in accordance herewith, except that notice of change of 
address shall be effective only upon receipt thereof. 

     13.  SECTION HEADINGS.  The Section headings used in this Agreement are 
included solely for convenience and shall not affect, or be used in 
connection with, the interpretation of this Agreement.  

     14.  SEVERABILITY.  The provisions of this Agreement shall be deemed 
severable and the invalidity or unenforceability of any provision shall  not 
affect the validity or enforceability of the other provisions hereof.  

     15.  COUNTERPARTS.  This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original but all of 
which together will constitute one and the same instrument.  

     16.  ARBITRATION.  Any dispute or controversy arising under or in 
connection with this Agreement (other than an action for injunctive relief 
pursuant to Section 10 hereof) shall be settled exclusively by arbitration, 
conducted before a panel of three arbitrators in Los Angeles, California, in 
accordance with the rules of the American Arbitration Association then in 
effect.  Such arbitrators shall only have jurisdiction to award contract 
damages.  Judgment may be entered on the arbitrator's award in any court 
having jurisdiction.  The prevailing party shall be entitled to reimbursement 
of all of its reasonable expenses in arbitration, including reasonable 
attorney's fees. In the event of a good faith dispute regarding the payment 
of salary or benefits under this Agreement, the Company shall make the 
disputed payments to the Employee as if such dispute did not exist during the 
pendency of such good faith dispute, and, following the resolution of such 
dispute, the Employee shall reimburse the Company for any overpayments.  

     17.  COMPANY PROPERTY.  The Employee agrees that at the time he leaves the
employment of the Company he will deliver to the Company, and will not keep or
deliver to anyone else, all notebooks, memoranda, documents, computer discs, and
any and all other material relating to the Company's business or constituting

                                     11

<PAGE>

the Company's property, whether or not the Employee was the author or recipient
of such material.  

     18.  MISCELLANEOUS.

          (a)  No provision of this Agreement may be modified, waived or 
discharged unless such waiver, modification or discharge is agreed to in 
writing and signed by the Employee and such officer as may be specifically 
designated by the Board.  No waiver by either party hereto at any time of any 
breach by the other party hereto of or compliance with, any condition or 
provision of this Agreement to be performed by such other party shall be 
deemed a waiver of similar or dissimilar provisions or conditions at the time 
or at any prior or subsequent time.  

          (b)  This instrument contains the entire agreement of the parties 
hereto relating to the subject matter hereof and it replaces and supersedes 
all prior agreements and understandings, oral and written, between the 
parties hereto.  No agreements or representations, oral or otherwise, express 
or implied, with respect to the subject matter hereof have been made by 
either party which are not expressly set forth in this Agreement.  

          (c)  The validity, interpretation, construction and performance of 
this Agreement shall be governed by the laws of the State of California 
without regard to its conflicts of law principles.  

          (d)  All references to Sections of the Exchange Act or the Code 
shall be deemed also to refer to any successor provisions to such Sections.  

          (e)  Any payments provided for hereunder shall be paid net of any 
applicable withholding required under federal, state or local law.  

          (f)  The obligations created under the provisions of Sections 7, 9, 
10, 11, 16 and 17 shall survive the expiration, suspension or termination, 
for any reason, of this Agreement or the Employee's employment hereunder 
until such obligations created thereunder are fully satisfied.  

     19.  PRIOR AGREEMENT.  

          This Agreement replaces and supercedes the Employment Agreement dated
February 16, 1995 between the parties.  

                                     12

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.  



                         ZENITH NATIONAL INSURANCE CORP.


                         By:  /s/ Stanley R. Zax
                              ----------------------
                              STANLEY R. ZAX
                              Chairman and President


                         EMPLOYEE


                              /s/ John J. Tickner 
                              ----------------------
                              JOHN J. TICKNER



                                     13