Zenith National Insurance Corp.
Stock Ownership Guidelines
For Directors
Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of Zenith National Insurance Corp. (the “Company”) has adopted stock ownership guidelines to encourage the Company’s Directors to further align their interests with those of the Company’s Stockholders.
Stock Ownership Guidelines. The suggested minimum levels of ownership of Zenith Common Stock for Directors (including the Chairman/CEO) are:
Market Value of | |
| Directors . . . . . . . . . . . . . | 3 x Annual Base Fee* for Board Service |
| Chairman/CEO . . . . . . . . | 3 x Annual Base Salary* |
In addition, until a given Director has attained this minimum level of ownership, the individual is to retain at least 25% of his/her restricted stock upon vesting.
Determination of Stock Ownership. To determine stock ownership, shares owned directly or indirectly, shares owned by a spouse and shares owned by minor children sharing the same home may be counted. The foregoing includes shares of vested and unvested restricted stock, shares held in the Company’s 401(k) Plan, IRAs or similar retirement savings plans, shares acquired as the result of the exercise of stock options and shares held in a trust for which a Director is a trustee with voting and investment powers.
Time Period. Existing Directors should endeavor to meet these Guidelines by September 1, 2012 and new Directors should endeavor to meet these Guidelines within five years of the date he or she becomes a Director.
Voluntary Policy. These Stock Ownership Guidelines are voluntary. Directors are encouraged to reach at least the suggested minimum levels of ownership in Zenith Common Stock consistent with his or her personal financial situation.
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