0001104659-06-026271 Sample Contracts

FORM OF ZENITH NATIONAL INSURANCE CORP. RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Award Agreement • April 20th, 2006 • Zenith National Insurance Corp • Fire, marine & casualty insurance • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of [ ] (the “Date of Grant”), by and between Zenith National Insurance Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Zenith National Insurance Corp. 2004 Restricted Stock Plan, as may be amended and restated from time to time and in effect at the time of this Award Agreement (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries shall include the successors to the foregoing.

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Restricted Stock Award Agreement for Employees • April 20th, 2006 • Zenith National Insurance Corp • Fire, marine & casualty insurance • Delaware

This is the form of Award Agreement entered into with employees under the Zenith National Insurance Corp. 2004 Restricted Stock Plan (as may be amended and restated from time to time and in effect at the time of execution of an Award Agreement). Existing Award Agreements may be modified in to conform to this form of Award Agreement.

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