DESCRIPTION OF COMPENSATIONOF NON-EMPLOYEE DIRECTORS (updated February 2006)

Exhibit 10.4

DESCRIPTION OF COMPENSATION OF NON-EMPLOYEE DIRECTORS
(updated February 2006)

The following is a description of the compensation payable to non-employee Directors of Zenith National Insurance Corp. (the “Company”). It is provided pursuant to Paragraph 10(iii) to Item 601 of Regulation S-K, which requires a written description of a compensatory arrangement when no formal document contains the compensation information.

Directors of the Company are elected annually.

Employee Directors receive no additional compensation for serving on the Board of Directors. Non-employee Directors are compensated as follows:

For service as a Director:

An annual cash fee of $75,000 plus an annual award of 2,250 shares of restricted Company Common Stock to be granted after each annual election (or a prorated number of shares if a Director is appointed other than at the annual meeting). Each such award would vest 750 shares per year for three years, so long as the recipient remains a Director.

In addition to the above compensation, the following fees are paid for committee service:

Directors are also reimbursed all out of pocket expenses incurred by them in connection with their service.