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.
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Percentage of your Director’s Compensation
to be deferred into your Deferred Cash Account:
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%
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Percentage of your Director’s Compensation
to be deferred into your Stock Unit Account:
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%
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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 receiv
