2003 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

(c)   “ Benefit ” means the amounts credited to a Participant’s Accounts pursuant to such Participant’s Deferred Compensation Agreement plus or minus the gains or losses pursuant to Section 4.2.

(d)   “ Board ” means the Board of Directors of the Company as constituted at the relevant time.

(e)   “ Closing Price ” means the closing price, or last reported sales price, as the case may be of the Common Stock on the New York Stock Exchange, or the primary national securities exchange on which the Common Stock is traded as of the applicable date; provided, however, that if no closing price is available for such date, “Closing Price” means the closing price or last reported sales price, as the case may be, of the Common Stock as of the next most recent date for which a price is available.

(f)    “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. References to a Code Section shall be deemed to be to that section or to any successor to that section.

(g)   “ Committee ” means the Compensation Committee of the Board.

(h)   “ Common Stock ” means the common stock of the Company, par value $1.00 per share, or any successor security.

(i)    “ Company ” means Zenith National Insurance Corp., a Delaware corporation.

(j)    “ Deferred Compensation Agreement ” means the agreement to participate and defer compensation between a Participant and the Company.

(k)   “ Deferred Stock Unit ” means a unit equal in value to one share of Common Stock and posted to a Participant’s Stock Unit Account for the purpose of measuring the Benefits payable under the Plan. The number of Deferred Stock Units in or posted to a Participant’s Stock Unit Account shall be rounded to the nearest one-hundredth. In the event that shares of Common Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or another corporation (whether by reason of merger, consolidation, recapitalization, split-up, combination of shares or otherwise), or if the number of shares of Common Stock shall be increased through a stock split or the payment of a stock dividend, then there shall be substituted for or added to each Deferred Stock Unit the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, in each case as determined by the Administrator in its sole discretion.

(l)    “ Director ” means an individual serving as a member of the Board.

(m)  “ Director’s Compensation ” of a Director for any Plan Year means that individual’s total annual retainer, and any fees received for performance of the Director’s functions, including fees for attendance or participation at meetings and for serving on a Board Committee or as a Committee or Board Chair. “Director’s Compensation” shall not include expense reimbursements.

(n) “ Disability ” means the Participant’s absence from service with the Company which: (i) was due to his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) resulted from a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and caused the Participant to receive income replacement benefits for a period of not less than three (3)

months under an accident and health plan covering the Company’s employees or directors or (iii) qualifies as a disability under the Company’s Long Term Disability Plan.

(o)   “ Early Benefit Distribution Date ” means a date specified by the Participant and which is at least twenty-four (24) full calendar months after the date the Participant’s Deferred Compensation Agreement is received by the Company.

(q)   “ Enrollment Period ” means the period of December 1 to December 31 prior to the Plan Year to which a deferral election pursuant to a Deferred Compensation Agreement applies. The Enrollment Period for any newly elected Non-Employee Director shall be any time within thirty (30) days before or after the Director takes office.

(r)   “ Non-Employee Director ” means any Director who is not an employee of the Company or any of its subsidiaries.

(s)   “ Participant ” means a Non-Employee Director of the Company who has executed a Deferred Compensation Agreement and who maintains an Account under the Plan.

(t)   “ Plan ” means this Amended and Restated Zenith National Insurance Corp. 2003 Non-Employee Director Deferred Compensation Plan as set forth herein and as amended or restated from time to time.

(u)    “ Plan Year ” means January 1 through December 31.

(v)    “ Separation from Service ” means the cessation of a Participant’s services as a Director of the Company, whether voluntary or involuntary, for any reason including retirement, Disability or death, where the Company and the Participant reasonably anticipate that no further services of any kind would be performed following such Separation from Service, or that the level of bona fide services the Participant would perform after such Separation from Service (whether as a Director or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as a Director or as an independent contractor) over the immediately preceding 36-month period (or, if shorter, the full period of services to the Company).

(x)                                    “ Subsequent Deferral Election ” has the meaning as set forth in Section 3.2.

(y)   A “ Termination Event ” shall be deemed to occur upon (i) the Participant’s Separation from Service; (ii) the Participant’s Disability; (iii) the Participant’s death; (iv) a time or a fixed schedule as specified under this Plan; (v) a change in control event (as defined in Treasury Regulation §1.409A-3(i)(5)); or (vi) the occurrence of an Unforeseeable Emergency.

(z)    “ Unforeseeable Emergency ’’ means severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary, or a dependent of the Participant, loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

SECTION 2.2.     GENDER AND NUMBER.    Except as otherwise indicated by context, masculine terminology used herein also includes the feminine and neuter, and terms used in the singular may also include the plural.

ARTICLE 3.    PARTICIPATION.

SECTION 3.1     ELIGIBILITY TO PARTICIPATE.    Each Non-Employee Director of the Company may participate in this Plan.

SECTION 3.2     ELECTION TO PARTICIPATE.    Each Non-Employee Director may become a Participant in the Plan by electing to defer compensation in accordance with the terms of this Plan during an Enrollment Period. An election to defer shall be in writing and shall be made by executing a Deferred Compensation Agreement. Except with respect to new Non-Employee Directors, all elections to defer amounts under this Plan shall be made pursuant to a Deferred Compensation Agreement executed and filed with the Company before the year in which the amount deferred is earned.  A deferral election made pursuant to a Deferred Compensation Agreement shall remain in effect until modified by the Participant.  Notwithstanding the preceding sentence, a Participant may modify his or her deferral election (a “ Subsequent Deferral Election ”) provided that:

(i)                                      such Subsequent Deferral Election will not take effect until at least twelve (12) months after the date on which the Subsequent Deferral Election is made;

(ii)                                   the payment with respect to such Subsequent Deferral Election is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid (or, in the case of (1) a life annuity or (2) installment payments treated as a single payment, five (5)  years from the date the first amount was scheduled to be paid); and

(iii)                                any Subsequent Deferral Election related to a payment to be made at a specified time or pursuant to a fixed schedule is made not less than twelve (12) months before the date the payment is scheduled to be paid (or, in the case of (1) a life annuity or (2) installment payments treated as a single payment,                                                 twelve (12) months before the date the first amount was scheduled to be paid).

SECTION 3.3     CESSATION OF PARTICIPATION.    Participation in the Plan shall continue until all of the Benefits to which the Participant is entitled have been paid in full.

ARTICLE 4.    ENTRIES TO PARTICIPANTS’ ACCOUNTS.

SECTION 4.1     DEFERRALS.    Pursuant to a Deferred Compensation Agreement in effect for the applicable Plan Year, a Participant may elect to defer all or a portion of Director’s Compensation into his or her Deferred Cash Account, Stock Unit Account, or a combination thereof.

(a)     Deferred Cash Account.     A Participant’s Deferred Cash Account shall be credited with the dollar amount of Director’s Compensation to be deferred as designated by such Participant in his or her Deferred Compensation Agreement on the date such compensation would otherwise have been payable.

(b)     Stock Unit Account.     A Participant’s Stock Unit Account shall be credited with a number of Deferred Stock Units determined by dividing (i) the amount of Director’s Compensation to be deferred as designated by such Participant in his or her Deferred Compensation Agreement on the date such compensation would otherwise have been payable, by (ii) the Closing Price of the Common Stock on the last trading day prior to the date the Deferred Stock Units are credited.

SECTION 4.2     CREDITS TO ACCOUNTS.

(a)     Deferred Cash Account.  &nbs