THEZENITH LOGO

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2002


OR

o
TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934For the transition period from....... to .......Commission file number 1-9627


ZENITH NATIONAL INSURANCE CORP.

(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE(State or Other Jurisdiction of Incorporation
or Organization) | 95-2702776(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

|21255 Califa Street, Woodland Hills, California(Address of Principal Executive Offices) | 91367-5021(Zip Code)
|--------------------------------------------------------------------------------------- | --------------------

Registrant's telephone number, including area code: (818) 713-1000

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class           | Name of Each Exchange on
Which Registered
|----------------------------- | -----------------------------------------
|Common Stock, $1.00 Par Value | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.        Yes X No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    ý

Indicate
by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)        Yes
X No

The
aggregate market value of the voting stock of the registrant held by non-affiliates of Zenith National Insurance Corp. on June 30, 2002 was $305,976,000 (based on
the closing sale price of such stock on such date).

At
March 7, 2003, there were 18,768,000 shares of Zenith National Insurance Corp. common stock outstanding, net of 7,018,000 shares of treasury stock.

DOCUMENTS
INCORPORATED BY REFERENCE

(1)  Portions
of the Annual Report to Stockholders for fiscal year ended December 31, 2002  Part I and Part II.

(2)  Portions
of the Proxy Statement in connection with the 2003 Annual Meeting of Stockholders  Part III.

Total
number of pages 56

Exhibit
index located on pages 32-39

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PART I

Item 1. Business.  General

Zenith National Insurance Corp. ("Zenith National"), a Delaware corporation incorporated in 1971, is a holding company engaged through its wholly-owned insurance
subsidiaries, Zenith Insurance Company ("Zenith Insurance"), ZNAT Insurance Company ("ZNAT Insurance") and Zenith Star Insurance Company ("Zenith Star"), in the property-casualty insurance business.
Unless otherwise indicated, all references to "Zenith," "we," "us," "our," the "Company" or similar terms refer to Zenith National together with its subsidiaries.

On
October 8, 2002, Zenith closed the sale of its home-building business and related real estate assets in Las Vegas, Nevada to Meritage Corporation ("Meritage"). The
business had been operated by Zenith National's indirect wholly-owned subsidiary, Perma-Bilt, a Nevada Corporation ("Perma-Bilt"). In the transaction, Meritage, through its
wholly-owned subsidiary, MTH-Homes Nevada, Inc. ("MTH Nevada"), acquired substantially all of Perma-Bilt's assets, subject to the related liabilities, pursuant to a Master
Transaction Agreement, dated as of October 7, 2002, and related asset and real property acquisition agreements. Zenith received gross proceeds of $65.0 million in connection with the
sale, including $28.4 million in repayment of intercompany loans to Zenith National from Perma-Bilt.

In
2002, Zenith's insurance subsidiaries were assigned a financial strength rating of A- (Excellent) by A.M. Best Company ("A.M. Best"); Baa1 (Adequate) by Moody's
Investors Service ("Moody's"); BBB+ (Good) by Standard & Poor's ("S&P"); and A- (Strong) by Fitch Ratings ("Fitch"). These A.M. Best, Moody's, S&P and Fitch ratings are based upon
factors of concern to policyholders and insurance agents and are not directed toward the protection of investors.

At
December 31, 2002, Zenith had approximately 1,200 full-time employees. The principal executive offices of Zenith are located at 21255 Califa Street, Woodland Hills,
California 91367-5021, telephone (818) 713-1000.

Zenith's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, Proxy Statement for its Annual
Meeting of Stockholders and Annual Report to Stockholders are made available free of charge on its website at www.thezenith.com as soon as reasonably practicable after such reports have been
electronically filed with or furnished to the Securities and Exchange Commission.

Glossary of Selected Insurance Terms

The following terms when used herein have the following meanings:

|Assume         |  | To receive from a ceding company all or a portion of a risk in consideration of receipt of a premium.                                                                                                                                                                                
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cede           |  | To transfer to a reinsurer all or a portion of a risk in consideration of payment of a premium.                                                                                                                                                                                      
|Combined ratio |  | The sum of net incurred losses, loss adjustment expenses, underwriting expenses and policyholders' dividends, expressed as a percentage of net premiums earned. The combined ratio is the key measure of underwriting profitability used in the
property-casualty insurance business.
|               |  |                                                                                                                                                                                                                                                                                      

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|Development                      |  | The amount by which estimated losses, measured subsequently by reference to payments and additional estimates, differ from those originally reported for a period. Development is favorable when losses ultimately settle for less than levels at which
they were reserved or subsequent estimates indicate a basis for reserve decreases on open claims. Development is unfavorable when losses ultimately settle for more than levels at which they were reserved or subsequent estimates indicate a basis for
reserve increases on open claims.
|-------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Excess of loss reinsurance       |  | A form of reinsurance in which the reinsurer pays all or a specified percentage of a loss caused by a particular occurrence or event in excess of a fixed amount and up to a stipulated limit.                                                                                                                                                                                                                                                                                                                                                    
|Incurred but not reported claims |  | Claims relating to insured events that have occurred but have not yet been reported to the insurer or reinsurer.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Loss adjustment expenses         |  | The expenses of investigating and settling claims, including legal and other fees, and general expenses of administering the claims adjustment process.                                                                                                                                                                                                                                                                                                                                                                                           
|Loss ratio                       |  | Net losses incurred expressed as a percentage of net premiums earned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Net premiums earned              |  | The portion of net premiums written applicable to the expired period of policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Participating policy             |  | A policy upon which dividends may be paid after expiration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Policyholders' surplus           |  | The amount remaining after all liabilities are subtracted from all admitted assets, as determined in accordance with statutory accounting practices. This amount is regarded as financial protection to policyholders in the event an insurance company
suffers unexpected or catastrophic losses.                                                                                                                                                                                                                                                
|Reinstatement premium            |  | An additional premium paid after a claim on a catastrophe reinsurance contract to renew the contract for the unexpired term.                                                                                                                                                                                                                                                                                                                                                                                                                      
|Reinsurance                      |  | A transaction in which an original insurer, or cedant, remits a portion of the premium to a reinsurer, or assuming company, as payment for the reinsurer's assumption of a portion of the risk.                                                                                                                                                                                                                                                                                                                                                   
|Reserves or loss reserves        |  | The balance sheet liability representing estimates of amounts needed to pay reported and unreported claims and related loss adjustment expenses.                                                                                                                                                                                                                                                                                                                                                                                                  
|Retention                        |  | The amount of loss(es) from a single occurrence or event which is paid by the company prior to the attachment of excess of loss reinsurance.                                                                                                                                                                                                                                                                                                                                                                                                      
|Retrocession                     |  | A reinsurance of reinsurance assumed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|Retrospectively-rated policy   |  | A policy containing a provision for determining the insurance premium for a specified policy period on the basis of the loss experience for the same period.                                                                                                                                                   
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Statutory accounting practices |  | Accounting practices prescribed or permitted by the states' departments of insurance. In general, statutory accounting practices address policyholder protection and solvency and are more conservative in presentation of earnings, surplus and assets
than generally accepted accounting principles ("GAAP").
|Treaty                         |  | A contract of reinsurance.                                                                                                                                                                                                                                                                                     
|Underwriting                   |  | The process whereby an insurer reviews applications submitted for insurance coverage and determines whether it will accept all or part, and at what premium, of the coverage being requested.                                                                                                                  
|Underwriting expenses          |  | The aggregate of policy acquisition costs and the portion of administrative, general and other expenses attributable to the underwriting process as they are accrued and expensed.                                                                                                                             

Description of the Business

Zenith is in the business of managing insurance risk and investment risk. Our main business activity is the workers' compensation insurance business. In addition,
Zenith maintains a portfolio of investments, principally in fixed maturity securities, funded by the cash flows from its insurance operations and capital. Investment income from the portfolio is
impacted by current and historical interest rates and the amount of funds generated annually from (or used by) insurance operations. Results of insurance operations, excluding investment income, may
fluctuate due to, among other things, the possibility of material and unpredictable catastrophe losses in our reinsurance business.

Our
business is classified into the following segments: Workers' Compensation, Reinsurance, Investment and Parent. Workers' Compensation is our main insurance activity supplemented by a
smaller assumed Reinsurance operation. We sold our home-building business and related real estate assets in 2002. Results and descriptions of Zenith's business segments are contained in the Notes to
Consolidated Financial Statements  Note 20  "Segment Information" in Zenith's 2002 Annual Report to Stockholders, and is hereby incorporated by
reference.



Workers' compensation insurance provides coverage for the statutorily prescribed benefits that employers are required to pay to their employees injured in the
course of employment. Zenith's Workers' Compensation policies are issued to employers who also pay the premiums. The policies provide payments to covered, injured employees of the policyholder for,
among other things, temporary or permanent disability benefits, death benefits, medical and hospital expenses and expenses of vocational rehabilitation. The benefits payable and the duration of such
benefits are set by statute, and vary by state and with the nature and severity of the injury or disease and the wages, occupation and age of the employee.

Generally,
premiums for workers' compensation insurance policies are a function of: the applicable premium rate, which varies with the nature of the employees' duties and the business of
the employer; a factor reflecting the insured employer's historical loss experience; and the amount of the insured employer's payroll. Payrolls may be affected significantly by changes in employment

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and wage levels. A deposit premium is paid at the beginning of the policy period, periodic installments are paid during the policy period and the final amount of the premium is generally determined
as of the end of the policy period after the policyholder's payroll records are audited. Except in Florida, where rates for workers' compensation insurance are set by the Department of Insurance,
Zenith's rates for workers' compensation are actuarially determined in each state in which it does business. Rates are continually reviewed for adequacy using actuarial analysis of current and
anticipated trends in costs. In certain circumstances a policyholder may be eligible for a return of a portion of the premium based on the loss experience during the policy term, either by way of a
dividend or a retrospective-rating formula which may also involve additional premium being billed to the policyholder if loss experience is worse than expected. Although we have offered these types of
policies at times and have written a small number of them, we prefer to offer our customers a policy with a guaranteed cost based on rates, payroll and experience modification factors. Competition in
the national workers' compensation insurance industry is intense, even in Florida where dividend plans and retrospectively-rated policies form the basis for price competition.

Zenith's
long-term strategy in the national workers' compensation industry is to provide a value-added insurance policy based on adequate rates. During periods of intense
competition or other adverse industry conditions, our premium revenue is reduced as employers buy elsewhere. Our basic value proposition is that our services, over the long run, provide employers the
opportunity to reduce their experience modification factor and their long-term, net workers' compensation costs. Our loss prevention services focus on workplace safety, accident and
illness prevention and safety awareness training. Claims management services include return to work programs, case management by nurses for serious injuries and management of medical provider services
and billings. Investigation and legal services help policyholders to prevent fraud and assist them to favorably resolve litigated claims. Our premium auditors provide appropriate payroll
classifications to assure equitable premium billing.

During
2002, Zenith wrote workers' compensation insurance in 45 states. Prior to 1992, Zenith's Workers' Compensation operations were concentrated principally in California. Zenith's
Workers' Compensation operations expanded to Texas in 1992 with other states following shortly thereafter. Florida operations commenced with the acquisition of the Associated General Commerce
Self-Insurers' Trust Fund on December 31, 1996. On April 1, 1998, Zenith Insurance acquired substantially all of the assets and certain liabilities of RISCORP, Inc.
and certain of its subsidiaries (collectively, "RISCORP") related to RISCORP's workers' compensation business (the "RISCORP Acquisition"). The RISCORP Acquisition added workers' compensation business
in Florida and other states in the Southeast, principally in North Carolina and Alabama. Net premiums earned for the year ended December 31, 2002 by state are set forth in the table below:

(Dollars in thousands)

2002

%California

$
277,120

55.0
%Florida


97,925

19.4North Carolina


26,291

5.2Texas


23,065

4.6Illinois


11,237

2.2Pennsylvania


9,137

1.8Georgia


8,264

1.6Arizona


7,979

1.6Iowa


6,287

1.2Other


36,554

7.4Net Premiums Earned

$
503,859

100.0
%


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A commonly used industry measurement of property and casualty insurance underwriting results is the combined ratio. It is the sum of net incurred
losses, loss adjustment expenses, underwriting expenses and policyholders' dividends, expressed as a percentage of net premiums earned. Earned premiums and the combined ratios of our Workers'
Compensation and Reinsurance businesses for the each of the three years ended December 31, 2002 are set forth in the Overview section of the Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations of Zenith's 2002 Annual Report to Stockholders and are hereby incorporated by reference.

For
the past several years, national workers' compensation industry results have been extremely unprofitable as intense competition resulted in inadequate levels of premium rates at the
same time as the industry experienced a general trend of declining frequency and of increasing claim severity. In addition, there are reports by certain industry organizations of significant
under-reserving in the industry's reported results. Zenith's in-force Workers' Compensation premiums decreased consistently in the several years prior to 2000 as a result of Zenith's
endeavors to maintain rate adequacy in the face of intense competition in the national workers' compensation insurance industry. Competitive pricing conditions began to improve, principally in
California, in 2000 and continued through 2002. As a result of this improvement and in conjunction with the rate increases described below, Zenith increased its in-force premiums in
California from $146.7 million at December 31, 2000 to $210.4 million at December 31, 2001 and to $350.2 million at December 31, 2002. Outside of California,
where competition and pricing are improving only in certain states, Zenith's in-force premiums increased from $162.4 million at December 31, 2000 to $209.7 million at
December 31, 2001 and to $259.2 million at December 31, 2002.

Overall
effective rate increases are about 21% for 2003 compared to 18% in 2002, including 30% increases in California for 2003 compared to 27% in the prior year.

In
California, on January 1, 2003, workers' compensation legislation became effective that provides for increases in the benefits payable to injured workers. Other changes
included in the legislation are intended to help control costs and encourage the return to work of injured workers. We cannot quantify the impact of the legislation at this time, but intend to
estimate and implement appropriate rate increases. Effective January 1, 2003, Zenith implemented a rate increase of approximately 11% in California on new and renewal policies and approximately
5% on the unexpired term of policies in-force on January 1, 2003. Our California workers' compensation rates will be increased by a further 6.6% on April 1, 2003. The major risk factor
is whether or not the legislation or the economy, or a combination of the two, will change the long-term favorable trend of reduced claim frequency and whether or not we can estimate and implement
timely and appropriate rate increases.

Zenith
expects that the future profitability of its Workers' Compensation operations will be dependent upon the following: 1) general levels of competition; 2) industry
pricing; 3) general levels of interest rates; 4) legislative and regulatory actions; 5) the frequency and severity of terrorist acts, if any, similar to the World Trade Center attack of
September 11, 2001; 6) management's ability to estimate the impact of any continuing adverse claim severity trends, including increases in the cost of healthcare, on the adequacy of loss
reserve estimates and premium rates; and 7) the impact in California of the new legislation that increases workers' compensation benefits. Claim frequency trends continue to decline, but the
reasons therefor are not clear, and management is unable to predict whether these trends will continue. Zenith is unable to predict when its Workers' Compensation operations will return to
underwriting profitability, although it anticipates continuing improvement in the combined ratio and profitability in the near term as earned premiums reflect recent rate increases. Also, operating
results are expected to benefit from investing increases in cash flow from Workers' Compensation underwriting operations.

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Reinsurance is a transaction between insurance companies in which an original insurer, or ceding company, remits a portion of its premiums to a reinsurer, or
assuming company, as payment for the reinsurer's assumption of a portion of the risk. Our Reinsurance operation participates in assumed reinsurance transactions in which, typically, the reinsurance
coverage being purchased by the ceding company is shared among a number of assuming companies. We currently focus primarily on assumed reinsurance of worldwide property losses from catastrophes and
large property risks. In the insurance industry, catastrophes are events such as tornadoes, hurricanes and earthquakes that cause widespread damage. Insurance companies purchase catastrophe
reinsurance to protect themselves from the aggregation of losses caused by a large number of claims from policies written in the impacted geographical area. Contract language in catastrophe
reinsurance contracts defines which perils will or will not be covered by the reinsurer and certain events such as acts of terrorism or flooding may not be covered, depending upon the terms of the
contract.

In
addition to property reinsurance we have, historically, written reinsurance for liability insurance, such as general business liability coverage, directors' and officers' liability
and excess or umbrella coverage. Although we wrote more of this type of business at the beginning of our involvement in the reinsurance business in 1985, liability reinsurance constituted about 20% of
our earned reinsurance premiums in the ten years ended December 31, 2002.

We
participate in reinsurance contracts that are either proportional in nature, in which the assuming company shares pro-rata in the premiums and losses of the ceding company
(quota share reinsurance), or arrangements under which the assuming company pays losses in excess of a certain limit in return for a premium, usually determined as a percentage of the ceding company's
primary insurance premiums (excess of loss reinsurance). Depending upon market conditions and other factors, the volume of premiums written fluctuates from year to year. By diversifying the
geographical spread of risk and limiting the number of contracts that we write, Zenith's assumed reinsurance business is written so as to limit expected losses, after deducting the applicable premium
income and income taxes, from any one catastrophe event in a worst-case scenario to a maximum probable loss of approximately 5% of consolidated stockholders' equity (currently about
$15 million).

Underwriting
income or loss and the combined ratio of the Reinsurance operation fluctuate significantly depending upon the incidence or absence of large catastrophe losses. However,
since its inception in 1985, the combined ratio of our Reinsurance operation through December 31, 2002 was 101.6% on $648.8 million of net premiums earned. Loss reserves, net of reinsurance, at
December 31, 2002 in our Reinsurance operation were $130.7 million. In 2002, estimated catastrophe losses were $0.4 million; principally from losses associated with floods in Europe,
otherwise, there were no major catastrophe losses in 2002. The Reinsurance operation was adversely impacted by catastrophe losses of $41.7 million and $22.6 million before tax in 2001
and 2000, respectively. Catastrophe losses in 2001 included $37.6 million, net of additional premium income earned in the year attributable to original and reinstatement premiums, associated
with the terrorist attack on the World Trade Center on September 11, 2001. Catastrophe losses in 2000 were
attributable to additional estimates of the impact of the events in 1999, particularly moderate-sized catastrophes which culminated in severe storms in Europe at the end of 1999.

Estimating
catastrophe losses in the Reinsurance business is highly dependent upon the nature and timing of the event and Zenith's ability to obtain timely and accurate information with
which to estimate its liability to pay losses. Estimates of the impact of catastrophes on the Reinsurance operations are based on the information that is available and such estimates could change
based on new information that becomes available or based upon reinterpretation of existing information.

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Our Investments department invests the funds made available by our capital and the cash flows from our insurance operations. Because the exact timing of the
payment of claims and benefits cannot be predicted with certainty, the insurance subsidiaries maintain portfolios of invested assets with varying maturities and a substantial amount of
short-term investments to provide adequate cash for the payment of claims. The objective of the Investment operations is to provide income and realized gains on investments, primarily from
investments in debt securities consistent with investment guidelines approved by the Board of Directors of each company making the investment and taking into consideration state regulatory
restrictions. The allocation among various types of securities is adjusted from time to time based on market conditions, credit conditions, tax policy, fluctuations in interest rates and other
factors. At December 31, 2002, Zenith's consolidated investment portfolio emphasized high-quality, taxable bonds and short-term investments, supplemented by smaller portfolios of
redeemable and other preferred and common stocks. The portfolio of taxable bonds includes U.S. Government securities, mortgage-backed securities issued by the Government National Mortgage Association
and corporate bonds diversified to produce a reasonable balance of risk and a stable source of earnings.

Investment
yields for each of the three years ended December 31, 2002 and a discussion of the composition of the investment portfolio at December 31, 2002 and 2001 are set
forth under the Investments section of the Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations of Zenith's 2002 Annual Report to Stockholders and are
hereby incorporated by reference. This information shows the trend of an increasing investment portfolio as a result of increased cash flows from operations and the trend of declining interest rates
resulting in roughly consistent net investment income over the past three years.

Zenith
has identified certain securities, amounting to 89% of the investments in debt securities at December 31, 2002, as "available-for-sale."
Stockholders' equity increased by $20.2 million after deferred tax from December 31, 2001 to December 31, 2002 as a result of changes in the fair values
of such investments. Stockholders' equity will fluctuate with any changes in the fair values of available-for-sale securities.

On
August 23, 2002, Zenith Insurance acquired 19.2 million Ordinary Shares of Advent Capital (Holdings) PLC, a U.K. company ("Advent Capital") for $14.6 million in
an open offer and placing of shares made in July 2002. As a result of the purchase, Zenith owns approximately 20.9% of the outstanding shares of Advent Capital. Advent Capital and its
subsidiaries operate in the property and casualty insurance business in the United Kingdom by providing corporate capital to support underwriting of various Lloyd's syndicates and by managing those
syndicates. Zenith Insurance used available funds from its short-term investments to fund the purchase of the Advent Capital shares. Prior to August 23, 2002, Zenith owned
approximately 6.3% of the outstanding shares of Advent Capital and accounted for the investment on the cost basis. As of August 23, 2002, Zenith is accounting for its investment in Advent
Capital based on the equity method in accordance with the provisions of Accounting Principles Board Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock" ("APB
No. 18"). In accordance with the provisions of APB No. 18, our investment in Advent Capital was restated in 2001 as if the equity method of accounting had been applied. The effect was a
reduction in the carrying value of the investment of $3.2 million at December 31, 2001 and a reduction of net income for 2001 of $2.1 million, net of deferred tax benefit. The
carrying value of the investment in the common stock of Advent Capital is equal to Zenith's equity in the underlying net assets of Advent Capital. The carrying value at December 31, 2002 was
$18.3 million, including goodwill of $10.5 million. At December 31, 2002, Zenith has accounted for its investment in Advent Capital using Advent Capital's September 30,
2002 financial statements. Zenith will continue to report its share of Advent Capital's income and net assets lagged by one quarter in order to allow sufficient time for Advent Capital to prepare the
information.

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Fairfax Financial Holdings Limited ("Fairfax") also participated in the open offer and placing of shares by Advent Capital and after the purchase, through its subsidiaries, Fairfax owns approximately
47% of Advent Capital. Companies controlled by Fairfax owned 42% of the outstanding common stock of Zenith National at December 31, 2002. Fairfax has disclaimed any control of Zenith and has
granted a proxy covering all its shares of Zenith National to an individual trustee with instructions to vote the shares in proportion to the voting of all other Zenith National shareholders.



The Parent operations represent the holding company activities of Zenith National, which owns, directly or indirectly, all of the capital stock of its insurance
and non-insurance subsidiaries. Results of the Parent reflect the operating expenses that it incurs in the course of its holding company activities, such as directors fees; stock exchange
listing and other licensing fees; insurance costs; and legal, auditing and other administrative fees. Interest expense incurred on outstanding debt pursuant to financing and refinancing activities is
also a part of the Parent operating results.



On October 8, 2002, Zenith closed the sale of its home-building business and related real estate assets in Las Vegas, Nevada to Meritage. The
business had been operated by Perma-Bilt. In the transaction, Meritage, through MTH Nevada, acquired substantially all of Perma-Bilt's assets, subject to the related liabilities, pursuant
to a Master Transaction Agreement, dated as of October 7, 2002, and related asset and real property acquisition agreements (the "Agreement"). Zenith received gross proceeds of
$65.0 million in connection with the sale, including $28.4 million in repayment of intercompany loans to Zenith National from Perma-Bilt, and recorded a gain on the sale in
the fourth quarter of 2002 of $6.3 million after tax.

In
addition to the consideration received in October 2002, the Agreement entitles us to receive 10% of MTH Nevada's pre-tax net income, subject to certain adjustments, for each of
the twelve-month periods ending September 30, 2003, September 30, 2004 and September 30, 2005. We are currently unable to estimate how much, if anything, we might receive under
this earn-out provision.

For
the years ended December 31, 2002, 2001 and 2000, total revenues recognized in the Real Estate operations were $70.8 million, $84.8 million and
$84.5 million, respectively, and pre-tax income, excluding the gain on the sale of the business in 2002, was $4.4 million, $5.8 million and $5.5 million,
respectively.

Loss and Loss Expense Reserves and Claims and Loss Developments

Accounting for property and casualty insurance operations requires us to estimate the liability for the expected ultimate cost of unpaid losses and loss
adjustment expenses ("loss reserves") as of the balance sheet date. The amount by which estimated losses, measured subsequently by reference to payments and additional estimates, differ from those
originally reported for a period is known as "development." Development is unfavorable when losses ultimately settle for more than the levels at which they were reserved or subsequent estimates
indicate a basis for reserve increases on open claims. Development is favorable when losses ultimately settle for less than the amount reserved or subsequent estimates indicate a basis for reducing
loss reserves on open claims. Favorable or unfavorable development of loss reserves is reflected currently in earnings.

The
adequacy of loss reserve estimates is an inherent risk of the property and casualty insurance business. We endeavor to minimize this risk by relying on the estimates of our
professional claims adjusting staff, supplemented by actuarial estimation techniques. Loss reserves, as related to reported claims, are based upon periodic case-by-case
evaluation and judgment by

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Zenith's claims adjusting staff, updated and reviewed continuously to reflect current information. Actuarial techniques and methods are utilized to establish the most reasonably accurate estimate of
loss reserves at a point in time including an estimate of the probable amount for unreported claims arising from accidents which have not yet been reported to the Company, commonly known in the
industry as "incurred but not reported" or "IBNR." Judgment is required in actuarial estimation to ascertain the relevance of historical payment and claim settlement patterns under current facts and
circumstances. Zenith continually monitors loss development trends and data to establish adequate premium rates and reasonable loss reserves estimates. The adequacy of loss reserves, which are based
on estimates, is inherently uncertain and represents a significant risk to the business which we attempt to mitigate. No assurance can be given whether the ultimate liability will be more or less than
such estimates.

The
table that follows shows development of loss and loss adjustment expense liabilities as originally estimated in accordance with GAAP at December 31 of each year presented.

|                                                                                |                   | 2002      |  | 2001 |         | 2000    |   | 1999    |         | 1998 |         | 1997    |           | 1996    |   | 1995    |         | 1994 |         | 1993    |   | 1992    |        
|------------------------------------------------------------------------------- | ----------------- | --------- |  | ---- | ------- | ------- | - | ------- | ------- | ---- | ------- | ------- | --------- | ------- | - | ------- | ------- | ---- | ------- | ------- | - | ------- | -------
|
|(Dollars in thousands)                                                          |                   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|Liability for unpaid loss and loss adjustment expenses, net                     |                   | $825,869  |  | $    | 742,678 |         | $ | 634,172 |         | $    | 605,250 |         | $708,684  |         | $ | 525,601 |         | $    | 526,427 |         | $ | 463,123 |        
|                                                                                |                  
|Paid, net (cumulative) as of:                                                   |                   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | One year later    |           |  |      |         | 239,098 |   |         | 243,506 |      |         | 235,968 |           | 271,019 |   |         | 195,596 |      |         | 209,346 |   |         | 185,764
|                                                                                | Two years later   |           |  |      |         |         |   |         | 370,100 |      |         | 384,011 |           | 414,432 |   |         | 284,080 |      |         | 322,519 |   |         | 295,872
|                                                                                | Three years later |           |  |      |         |         |   |         |         |      |         | 457,717 |           | 500,672 |   |         | 338,530 |      |         | 373,383 |   |         | 350,279
|                                                                                | Four years later  |           |  |      |         |         |   |         |         |      |         |         |           | 546,076 |   |         | 378,536 |      |         | 406,597 |   |         | 378,174
|                                                                                | Five years later  |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         | 400,853 |      |         | 433,583 |   |         | 398,951
|                                                                                | Six years later   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         | 449,924 |   |         | 417,032
|                                                                                | Seven years later |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         | 427,565
|                                                                                | Eight years later |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | Nine years later  |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | Ten years later   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                |                  
|Liability, net re-estimated as of:                                              |                   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | One year later    |           |  |      |         | 771,846 |   |         | 638,519 |      |         | 636,130 |           | 753,508 |   |         | 514,234 |      |         | 526,078 |   |         | 459,314
|                                                                                | Two years later   |           |  |      |         |         |   |         | 651,266 |      |         | 635,750 |           | 753,511 |   |         | 511,343 |      |         | 520,114 |   |         | 464,830
|                                                                                | Three years later |           |  |      |         |         |   |         |         |      |         | 638,920 |           | 740,559 |   |         | 503,684 |      |         | 516,184 |   |         | 460,782
|                                                                                | Four years later  |           |  |      |         |         |   |         |         |      |         |         |           | 751,546 |   |         | 516,426 |      |         | 503,821 |   |         | 457,177
|                                                                                | Five years later  |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         | 526,524 |      |         | 508,239 |   |         | 454,083
|                                                                                | Six years later   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         | 515,205 |   |         | 452,035
|                                                                                | Seven years later |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         | 457,059
|                                                                                | Eight years later |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | Nine years later  |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                | Ten years later   |           |  |      |         |         |   |         |         |      |         |         |           |         |   |         |         |      |         |         |   |         |        
|                                                                                |                  
|Favorable (deficient) development, net                                          |                   |           |  |      | (29,168 | )       |   | (17,094 | )       |      | (33,670 | )       | (42,862   | )       |   | (923    | )       |      | 11,222  |         |   | 6,064   |        
|                                                                                |                  
|Net Liability  December 31,                                                    |                   | 825,869   |  |      | 742,678 |         |   | 634,172 |         |      | 605,250 |         | 708,684   |         |   | 525,601 |         |      | 526,427 |         |   | 463,123 |        
|Receivable from reinsurers and state trust funds
for unpaid losses              |                   | 215,663   |  |      | 204,144 |         |   | 243,711 |         |      | 275,679 |         | 288,963   |         |   | 87,665  |         |      | 93,651  |         |   | 54,429  |        
|                                                                                |                  
|Gross liability  December 31,                                                  |                   | 1,041,532 |  |      | 946,822 |         |   | 877,883 |         |      | 880,929 |         | 997,647   |         |   | 613,266 |         |      | 620,078 |         |   | 517,552 |        
|Re-estimated liability, net of reinsurance                                      |                   |           |  |      | 771,846 |         |   | 651,266 |         |      | 638,920 |         | 751,546   |         |   | 526,524 |         |      | 515,205 |         |   | 457,059 |        
|Re-estimated receivable from reinsurers and state
trust funds for unpaid losses |                   |           |  |      | 198,606 |         |   | 215,858 |         |      | 244,133 |         | 306,033   |         |   | 114,947 |         |      | 109,623 |         |   | 79,346  |        
|                                                                                |                  
|Re-estimated liability, gross                                                   |                   |           |  |      | 970,452 |         |   | 867,124 |         |      | 883,053 |         | 1,057,579 |         |   | 641,471 |         |      | 624,828 |         |   | 536,405 |        
|                                                                                |                  
|Favorable (deficient) development, gross                                        |                   |           |  |      | (23,630 | )       |   | 10,759  |         |      | (2,124  | )       | (59,932   | )       |   | (28,205 | )       |      | (4,750  | )       |   | (18,853 | )      
|                                                                                |                  

9

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The accounting policies used to estimate the liabilities in the preceding table are described in Note 1 to the Consolidated Financial
Statements in Zenith's 2002 Annual Report to Stockholders which note is hereby incorporated by reference.

The
analysis in the preceding table presents the development of Zenith National and subsidiaries' balance sheet liabilities for unpaid loss and loss adjustment expenses. The first line
in the table shows the liability for unpaid loss and loss adjustment expenses, net of reinsurance, as estimated at the end of each calendar year. The first section below that line shows the cumulative
actual payments of loss and loss adjustment expenses, net of reinsurance, that relate to each year-end liability as they were paid at the end of subsequent annual periods. The second
section shows revised estimates of the original unpaid amounts, net of reinsurance, including the subsequent payments and re-estimates of the remaining unpaid liabilities. The next line shows the
favorable or deficient developments of the original estimates for each year, net of reinsurance. This loss reserve development table is cumulative and, therefore, balances at the end of an accounting
period should not be added since the amount at the end of each calendar year includes activity for both the current and prior years. The liability at the end of each year includes an estimate of the
amount yet unpaid and still due at the subsequent re-evaluation date for all previously estimated liabilities. For example, the liability at the end of 2002 includes an estimate of the
amount still due on the 2001 and prior liabilities.

Starting
with the liability at the end of 1998, our loss reserve estimates include amounts for the loss reserves we assumed from RISCORP in the RISCORP Acquisition. The purchase price of
RISCORP was determined in a three-step process, which culminated in the determination by a neutral auditor and neutral actuary of the GAAP values of the assets and liabilities being acquired from
RISCORP. In 1999, we determined that it was necessary to increase the estimate of the loss reserves assumed from RISCORP by about $46.0 million, net of reinsurance. This adjustment to the
RISCORP purchase price is reflected in the preceding table as adverse development in 1999 of the 1998 loss reserve liability.

In
1999, we sold CalFarm Insurance Company ("CalFarm"), a wholly-owned subsidiary of Zenith Insurance, which we had owned since 1985. CalFarm wrote insurance coverage for automobile,
homeowners, group health, farmowners and other businesses, principally in California. We retained no liabilities for any of CalFarm's unpaid losses or loss adjustment expenses after the sale. In the
preceding table, CalFarm's loss reserves are included in the first line through December 31, 1998. Subsequent payments for CalFarm's loss reserve estimates include payments through
March 31, 1999, the date of the sale. Subsequent re-estimates of CalFarm's loss reserves are also included in the preceding table. After the date of sale, the
re-estimated liability for CalFarm's loss reserves reflects the last re-estimate of CalFarm's liabilities that we made prior to the sale.

Adverse
development in 2002 on the reserves established at December 31, 2001 is attributable principally to an increase in workers' compensation loss reserve estimates in the
fourth quarter of 2002 due to higher than previously estimated inflation trends, which is discussed below under "Workers' Compensation Loss Reserves." Adverse development in 2001 on the reserves
established at December 31, 2000 and adverse development in 2000 on the reserves established at December 31, 1999 is attributable, principally, to additional estimates of 1999
catastrophe losses which is discussed below under "Reinsurance Loss Reserves."

Since
conditions and trends that have affected loss and loss adjustment expense development in the past may not occur in the future in exactly the same manner, if at all, future results
may not be reliably predicted by extrapolation of the data presented.

Additional
information concerning the effect of loss reserve estimates on the Consolidated Financial Statements is included under "Critical Accounting Policies and Estimates" and under

10

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"Loss Reserves" in the Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations in Zenith's 2002 Annual Report to Stockholders and are hereby incorporated by
reference.

Reference
is made to the table setting forth the reconciliation of changes in the liabilities for loss and loss adjustment expenses included in Notes to Consolidated Financial
Statements  Note 7 
"Liability for Unpaid Loss and Loss Adjustment Expenses" in Zenith's 2002 Annual Report to Stockholders, which is hereby incorporated by reference.



Workers' compensation loss reserves constitute about 84.2% of the net liabilities for unpaid losses and loss adjustment expenses in Zenith's Consolidated Balance
Sheet at December 31, 2002. The amount and timing of payments for benefits for workers' compensation claims varies considerably with the nature and severity of the injury and the timeliness of
reporting the claim. Payments may take place many years after the initial injury and the establishment of a loss reserve. Zenith regards the timely settlement of its Workers' Compensation claims as
important to its profitability and settles cases in exchange for lump-sum payments, where possible, to expedite this process.

Zenith
maintains four regional offices in California and offices in Florida, Texas, Pennsylvania, Utah, Illinois and North Carolina, each of which is fully staffed to conduct all
workers' compensation claims operations, including review of initial reports of work injury, assignment of appropriate field investigation and determination of whether subrogation should be pursued.
Workers' Compensation claims operations are supported by computer systems that provide immediate access to policy coverage verification and claims records and enable Zenith to detail claims payment
histories and policy loss experience reports. Our home office technical claims staff provides training, quality assurance and technical support to our field offices. Independent consultants are
routinely used to visit our field claims offices to audit and assess the quality of our operations. A fully staffed, in-house legal department is available to assist with litigated claims.
Our Medical Management department provides medical cost containment support to our claims department, through medical bill review and negotiation, case management services, identifying and maintaining
preferred medical provider relationships and establishing best practices in treating common workplace injuries.

Estimating
the impact of adverse severity trends is a major risk factor in estimating adequate loss reserves for our Workers' Compensation business. In the fourth quarter of 2002, we
increased our estimate of workers' compensation loss reserves for prior periods by $30.0 million. The change in the estimate was composed of $2.4 million related to claims for 2002,
$21.2 million related to claims for 2001 and $6.4 million related to claims for 2000. Therefore, workers' compensation loss reserves of $536.7 million at December 31, 2000
would have been higher by $6.4 million (or 1.2%); loss reserves of $599.7 million at December 31, 2001 would have been higher by $27.6 million (or 4.6%); and loss reserves
of $641.2 million at September 30, 2002 would have been higher by $30.0 million (or 4.7%). Workers' compensation loss reserves are stated here net of reinsurance.

During
2002, as in prior years, quarterly reviews of Zenith's workers' compensation reserves were performed. The observed paid loss development and inflation during the first two
quarters were in-line with our estimates and expectations as of the previous year-end. The third quarter review showed greater than expected paid loss development and inflation. Given only
one quarter of higher than expected inflation, we did not incorporate the new trend into our loss reserve estimates
pending confirmation of the increase in the inflation rate in any subsequent quarters. The fourth quarter review also showed higher than anticipated inflation.

11

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Given
the confirmation of the higher inflation trend in the fourth quarter, we determined it was appropriate to increase our estimates of the ultimate losses for accident years 2000,
2001 and 2002 by $30.0 million to incorporate these higher levels of inflation. These adverse inflationary trends were most noticeable in our California business. Loss development trends
elsewhere, principally in Florida, were more favorable than anticipated. The $30.0 million increase in loss reserves in 2002 was comprised of an increase of $50.0 million in California
reserves offset by a decrease of $20.0 million in reserves outside of California, principally in Florida.

In
2000, Zenith increased the estimate of unpaid Workers' Compensation losses for the 1999 accident year by about $8.0 million, principally as a result of higher than expected claims
severity. This change in estimate means that workers' compensation loss reserves of $516.9 million at December 31, 1999 should have been higher by $8.0 million (or 1.5%).

The
Florida Special Disability Trust Fund ("SDTF") is a fund established in Florida to reimburse insurance companies and employers for the cost of certain workers' compensation claims.
The SDTF was established to promote the re-hiring of injured workers by providing a reimbursement for certain qualifying claims made by a previously injured worker subsequent to their
re-hiring. These claims are sometimes referred to as "second injuries." We are able to submit such second injury claims to the SDTF and, if the claims are accepted, we are reimbursed for
part of the cost of the claim. The SDTF stopped accepting new second injury claims dated after January 1, 1998. Approximately 550 of our Florida claims have been accepted, for which we have
recorded a recoverable of $13.1 million, net of amounts due to reinsurers, at December 31, 2002. We bill the SDTF and receive reimbursements as we make payments on accepted claims. The
SDTF is funded by assessing a fee of 4.52% of premiums written in Florida, and we accrue the assessment as a liability when we write Florida business. If the legislature in Florida were to decide to
cease or suspend the assessment and thereby the funding of the SDTF, any recoverable that we may have at that time which is related to un-reimbursed claims might be at risk. However, we
have no current information to indicate that the SDTF assessment in Florida will not continue. We continue to collect substantial recoveries for second injury claims from the SDTF. We received
reimbursements of $5.6 million in 2002, $13.0 million in 2001 and $5.9 million in 2000. The SDTF is currently about 30 to 36 months behind schedule in reimbursing claims but we expect to fully recover
the remaining amount receivable.



Reinsurance loss reserves constitute about 15.8% of the net liabilities for unpaid losses and loss adjustment expenses in Zenith's Consolidated Balance Sheet at
December 31, 2002. For the past several years, Zenith has written predominantly property reinsurance for which loss reserves are paid within a few years. Zenith also maintains loss reserves
related to assumed reinsurance liability business written as early as 1985, the year of inception of its Reinsurance operations. Liability reserves in the Reinsurance business may take many years to
be paid in full. Zenith uses information supplied by ceding companies in addition to its own data and opinions in arriving at estimates of ultimate losses for assumed reinsurance business. Estimating
catastrophe losses in the Reinsurance business is highly dependent upon the nature and timing of the event and Zenith's ability to obtain timely and accurate information with which to estimate its
liability to pay losses. Loss reserve estimates for catastrophe losses in recent years have developed unfavorably as discussed below.

In
2002, estimated catastrophe losses were $0.4 million before tax; principally from losses associated with floods in Europe; otherwise, there were no major catastrophe losses in
2002. In 2001, the Reinsurance operations were adversely impacted by $41.7 million of catastrophe losses before tax, including $37.6 million for the World Trade Center loss, net of
additional premium income earned in the year attributable to original and reinstatement premiums. The World Trade

12

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Center loss is discussed in detail below. Catastrophe losses of $22.6 million before tax in 2000 are attributable to estimates of additional losses from the events in 1999. In 1999, the
worldwide catastrophe reinsurance business received a large number of claims attributable to a high frequency of natural disasters that year, culminating in severe storms in Europe at the end of 1999.

In
2001, Zenith incurred a significant loss in connection with the attack on the World Trade Center on September 11. There is considerable uncertainty as to the aggregate amount
of insured loss associated with the World Trade Center attack. Zenith has estimated its share of the loss to be approximately $48.0 million, both gross and net of reinsurance recoverable, by
estimating the probable impact to each of its reinsurance contracts based on currently available information. Approximately 70% of the estimated loss is attributable to the contractual maximum loss
payable by Zenith under its excess of loss reinsurance contracts and, therefore, our loss cannot exceed the amount we have estimated and reserved on those contracts. The remainder of the estimated
loss is an estimate of expected losses incurred on assumed quota share reinsurance contracts. Customarily, after a claim, catastrophe reinsurance contracts are renewed for the unexpired term of the
original contract and an additional premium, called a reinstatement premium, is due in consideration of the renewal. Zenith has also estimated such reinstatement premiums in connection with its
estimate of the World Trade Center loss. The ultimate impact of the World Trade Center loss, after deducting original and reinstatement premium income on Zenith's assumed reinsurance contracts for
2001 is estimated to be $20.0 million before tax, or $13.0 million after tax. Zenith has written its assumed reinsurance business so that its exposure to reinsurance losses from any one
event in a worst-case scenario is not expected to be more than approximately 5% of Zenith's stockholders' equity (currently about $15 million); the expected ultimate loss from the
World Trade Center of $13.0 million after tax is within that 5% maximum. The information we have received so far
has resulted in no change in the estimate of Zenith's World Trade Center loss at December 31, 2002 compared to 2001.

Estimates
of the impact of the World Trade Center loss and other catastrophes are based on the information that is currently available. Such estimates could change based on any new
information that becomes available or based upon reinterpretation of existing information.



In August 2002, Zenith acquired additional shares of Advent Capital and, as a result of the purchase, Zenith owns 20.9% of the outstanding shares of Advent
Capital at December 31, 2002. Zenith is accounting for its investment on the equity method of accounting, lagged by one quarter to allow sufficient time for Advent Capital to prepare its
financial information. Advent Capital manages and provides capital to support the underwriting of Lloyd's syndicates that underwrite, principally, insurance and reinsurance for property, property
catastrophe and marine business. Advent Capital's net loss in 2001 of $53.2 million was attributable, principally, to its estimated net pre-tax loss of $66 million due to the
terrorist attack on the World Trade Center. Under the SEC rules, information concerning the development of prior years' loss reserves of Advent Capital is required if our share of Advent Capital's
loss reserves is greater than 5% of the total of our loss reserves and our share of Advent Capital's loss reserves as of December 31, 2002. Financial statements for the year ended
December 31, 2002 of Advent Capital will be filed by way of amendment to this Form 10-K within the time period required by Rule 3-09 (b) of SEC Regulation S-X, and the related
information concerning loss reserves, loss reserve development and other supplementary insurance information for 2002 will be included to the extent required.



Zenith has exposure to asbestos losses in its Workers' Compensation operations for medical, indemnity and loss adjustment expenses associated with covered
workers' long-term exposure to

13

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asbestos or asbestos-containing materials. Many of the claims we have received date back to accidents in the 1960's, 1970's and early 1980's. Zenith's exposure is generally limited to a proportionate
share of the workers' compensation-related loss for the period of time coverage was provided because other insurance companies also provided coverage during the period in which the claimant was
exposed. In our history, we have paid and closed about 3,200 such asbestos-related workers' compensation claims for a total of $8.3 million, or approximately $2,600 per claim. At the end of 2002, we
had 382 such claims open, and reserved for about $2.2 million, compared to our total workers' compensation loss reserves of $695.2 million, including an IBNR reserve estimate of $123.1 million.

Zenith
also has potential exposure to environmental and asbestos losses and loss adjustment expenses beginning in 1985 through its Reinsurance operations, but the business reinsured by
Zenith in these operations contains exclusion clauses for such losses. Environmental and asbestos losses have not been material to Zenith's results of operations or financial condition. Zenith
believes that its reserves for environmental and asbestos losses are currently appropriately established.

Reinsurance Ceded



Excess of loss reinsurance is a form of reinsurance in which the reinsurer pays all or a specified percentage of a loss caused by a particular occurrence or event
in excess of a fixed amount and up to a stipulated limit. In accordance with general industry practices, we purchase excess of loss reinsurance to protect Zenith against the impact of large,
irregularly-occurring losses in the Workers' Compensation business, which would otherwise cause sudden and unpredictable changes in net income and capital in our insurance business. Although we buy
reinsurance to protect Zenith against very large workers' compensation losses, the largest individual workers' compensation claim we have ever had is for about $10.5 million excluding the
benefit of reinsurance.

Effective
July 1, 2002, Zenith entered into an excess of loss reinsurance treaty with Employers Reinsurance Corporation ("Employers Re") which provides $9.0 million of
reinsurance protection, per occurrence, for workers' compensation losses in excess of a $1.0 million retention, and applies to loss occurrences on or after July 1, 2002. The Employers Re
treaty replaced the two previous excess of loss reinsurance contracts which provided for $9.2 million of reinsurance protection, per occurrence, in excess of a $0.8 million retention
during the first six months of 2002, and reinsurance of $9.4 million, per occurrence, in excess of a retention of $0.6 million in 2001. In 2002, and for 2003, Zenith has also purchased
from Employers Re $9.0 million of reinsurance protection, per occurrence or in the aggregate, during a treaty year in excess of a $1.0 million retention for losses arising out of
terrorist acts. Effective January 1, 2003, Zenith has purchased additional reinsurance for losses arising out of terrorist acts, excluding nuclear, biological and chemical attacks, which
provides 50% of $27.0 million of reinsurance protection in excess of $10.0 million. Losses arising out of acts of terrorism are otherwise excluded in all of our ceded reinsurance
contracts (see the discussion of the Terrorism Risk Insurance Act of 2002 that follows).

In
each of the three years ended December 31, 2002, and in 2003, reinsurance provides protection for losses in excess of $10.0 million up to $60.0 million. In 2002,
this reinsurance was provided primarily by AXA Reinsurance Company, XL Re America, Transatlantic Reinsurance Company, Odyssey America Reinsurance Corporation, Arch Reinsurance Company, ICH (Hanover)
Re, Liberty
Mutual Insurance Company and the London reinsurance market (primarily Lloyds Syndicates and certain United Kingdom insurance companies). In the three years ended December 31, 2002, Zenith has
purchased catastrophe reinsurance coverage for losses as follows: for the two years ended December 31, 2001 - $40.0 million in excess of $60.0 million; for the years

14

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ended December 31, 2002 and 2003 - 50% of $40.0 million in excess of $60.0 million. In 2002, this reinsurance was placed with Ace Tempest Re, Hart Re, Everest Reinsurance Company
and Converium Reinsurance Company. Effective January 1, 2003, catastrophe reinsurance covers an additional $50.0 million of losses in excess of $100.0 million. The coverage is
provided by Swiss Re-Insurance Company, Everest Reinsurance Company, Hart Re and the London reinsurance market.

In
summary, Zenith has reinsurance protection for large catastrophe losses, excluding terrorism, of $150.0 million in excess of a retention of $1.0 million, except that Zenith remains
50% liable for the amount of any loss between $60.0 million and $100.0 million.

Ceded
reinsurance premiums for all of Zenith's excess of loss reinsurance protection for workers' compensation was $20.4 million, or 3.6% of workers' compensation earned premiums,
in 2002, compared to $13.8 million, or 3.2% of workers' compensation earned premiums, in 2001, and $8.2 million, or 2.6% of workers' compensation earned premiums, in 2000. We expect our excess
of loss reinsurance premiums to cost about 4.0% of workers' compensation premiums in the first half of 2003 and may change effective July 1, 2003 when the arrangements with Employers Re are
scheduled for renewal.



Quota share reinsurance is a form of reinsurance in which the assuming company accepts a pro-rata share of the ceding company's losses and an equal share of the
applicable premiums. In addition, the assuming company pays the ceding company a fee, known as a ceding commission, which is usually a percentage of the premiums ceded. Quota share reinsurance allows
the ceding company to increase the amount of business it could otherwise write by sharing the risks with the assuming company. The effect on the ceding company is similar to increasing its capital,
the principal constraint on the amount of business an insurance company can prudently write. Zenith and a subsidiary of Odyssey Re Holdings Corp. ("Odyssey Re"), a subsidiary of Fairfax, entered into
a 10% quota share ceded reinsurance agreement with respect to all new and renewal workers' compensation business written by Zenith in the three years commencing January 1, 2002. Ceded earned
premiums under the quota share were $36.8 million in 2002.



Other than our excess of loss reinsurance protection and the quota share agreement, we are involved in collecting reinsurance recoverable under reinsurance
contracts that were entered into by companies that we acquired and whose reinsurance arrangements we terminated. Our total recoverable on unpaid loss and loss adjustment expenses from all reinsurance
at December 31, 2002 was $220.6 million compared to $221.6 million at December 31, 2001. Included in these amounts are reinsurance recoverables of $50.8 million and
$67.8 million at December 31, 2002 and 2001, respectively, relating to reinsurance arrangements entered into by RISCORP and assumed by Zenith in the acquisition of RISCORP in 1998. The
principal reinsurers from which such RISCORP-related amounts are recoverable are: American Re-Insurance Company, Chartwell Reinsurance Company, Continental Casualty Co., Swiss
Re-Insurance Company and Trenwick Reinsurance Company. Also, in connection with the RISCORP Acquisition, Zenith Insurance entered into an aggregate excess of loss reinsurance agreement
with Inter-Ocean Reinsurance Company, Ltd., which provides ceded reinsurance for unpaid loss and allocated loss adjustment expenses assumed by Zenith from RISCORP at April 1, 1998 up to
$50.0 million in excess of $182.0 million. Reinsurance recoverable from Inter-Ocean Reinsurance Company is secured by a trust account.

15

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Reinsurance makes the assuming reinsurer liable to the ceding company to the extent of the reinsurance. It does not, however, discharge the ceding company from
its primary liability to its policyholders in the event the reinsurer is unable to meet its obligations under such reinsurance treaty. We monitor the financial condition of our reinsurers and do not
believe that Zenith is currently exposed to any material credit risk through its ceded reinsurance arrangements other than in connection with Reliance Insurance Company ("Reliance"). Historically, no
material amounts due from reinsurers have been written-off as uncollectible because most of our reinsurance is recoverable from large, well-capitalized reinsurance companies. However, on
October 3, 2001, the Commonwealth Court of Pennsylvania approved an Order of Liquidation for Reliance in response to a petition from the Pennsylvania Department of Insurance. At
December 31, 2002, Reliance owed Zenith Insurance $6.0 million of reinsurance recoverable on paid and unpaid losses in connection with reinsurance arrangements assumed by Zenith
Insurance in its 1996 acquisition of the Associated General Commerce Self-Insurers' Trust Fund. Zenith Insurance has recorded a provision for impairment of its reinsurance recoverable from
Reliance of $3.0 million at December 31, 2002 and 2001. The eventual outcome of this matter will be determined by the ultimate amount of Reliance's liabilities and whether or not
Reliance has sufficient assets or can obtain recoveries and investment income in an amount sufficient to pay its liabilities.



In November 2002, the Terrorism Risk Insurance Act of 2002 (the "Act") became effective. The principal purpose of the Act was to provide a role for the
Federal Government in the provision of insurance for losses sustained in connection with terrorism. Prior to the Act, insurance (except for workers' compensation insurance) and reinsurance for losses
arising out of acts of terrorism were severely restricted in their availability from private insurance and reinsurance companies. Under the Act, all licensed insurers must offer terrorism coverage on
most commercial lines of business. The Act is effective for the period from November 26, 2002 until December 31, 2005. The Secretary of the Treasury must certify an act for it to
constitute an act of terrorism. The definition of terrorism excludes domestic acts of terrorism or acts of terrorism committed in the course of a war declared by Congress. Losses arising out of the
act of terrorism must exceed $5.0 million. If an event is certified, the Federal Government will reimburse losses not to exceed $100.0 billion in any year. Each insurance company will be
responsible for a deductible based on a percentage of direct earned premiums in the previous calendar year  7% in 2003, 10% in 2004 and 15% in 2005. For losses in excess of the
deductible, the Federal Government will reimburse companies for 90% of
the loss up to their proportionate share of $100.0 billion of aggregate losses. Policy surcharges may be required to recover certain of the losses reimbursed by the Federal Government.

The
deductible for 2003 under the Act attributable to our Workers' Compensation business is approximately $38 million, based on the formula described above. However, due to the
definitions of "affiliate" and "control" under the Act, it is unclear at this time if our direct earned premiums will be included with the direct earned premiums for U.S. exposures of the insurers
controlled by Fairfax for purposes of calculating the deductible. In the event that Fairfax's premiums are included with Zenith's for purposes of the deductible calculations, the deductible would be
substantially greater than $38 million. Zenith intends to seek a determination from the U.S. Treasury Department that it is not an affiliate of Fairfax for purposes of calculating the
deductible amount. Although companies controlled by Fairfax own 42% of the outstanding common stock of Zenith National at December 31, 2002, in separate filings with the departments of
insurance in California, Texas and New York, Fairfax has disclaimed control of Zenith National. Fairfax has also granted a proxy covering all its shares of Zenith National to an individual trustee
with instructions to vote the shares in proportion to the voting of all other Zenith National shareholders. Fairfax and Zenith have no

16

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common Directors, management, employees or business infrastructure. We cannot be assured that we will be able to obtain a favorable determination from the U.S. Treasury Department. We have purchased
reinsurance for acts of terrorism in the amount of $9.0 million in excess of a retention of $1.0 million in 2003. In addition for 2003, we have purchased reinsurance for terrorism,
excluding nuclear, biological and chemical attacks, up to 50% of losses of $27.0 million in excess of $10.0 million. The cost of such terrorism reinsurance is approximately
$2.0 million including the reinsurance from $1.0 million to $10.0 million.

Notwithstanding
the protection provided by the Act and by the other reinsurance we have purchased, the risk of severe losses to Zenith from acts of terrorism has not been eliminated
because events may not be covered by, or may exceed the capacity of, our reinsurance protection. In our Workers' Compensation business, we monitor the geographical concentrations of insured employees
to help mitigate the risk of loss from terrorist acts. Also, small businesses constitute a large proportion of our policies, and we avoid risks in high profile locations. In our Reinsurance business,
most of the contracts we have written in 2002 and 2003 exclude losses from terrorism, and any terrorism exposure we have assumed is subject to our underwriting guidelines not to write business that
could expose us to losses of greater than approximately $15 million after deducting applicable premium income and after tax. The impact of any future terrorist acts is unpredictable, and the
ultimate impact on Zenith, if any, of losses from any future terrorist acts will depend upon their nature, extent, location and timing.



Zenith's insurance subsidiaries are parties to an intercompany pooling agreement. Under such agreement, the results of underwriting operations are ceded (the
risks are transferred) to Zenith Insurance and are then reapportioned, or retro-ceded (the risks are transferred back), to the companies party to the agreement. At December 31, 2002, the
proportions of the pooling agreement were as follows: Zenith Insurance - 97.5%; ZNAT Insurance - 2.0%; and Zenith Star - 0.5%. Transactions pursuant to the
pooling agreement are eliminated on consolidation and have no impact on Zenith's consolidated financial statements.

Marketing and Staff

The business in the Workers' Compensation operations is produced by approximately 2,000 independent licensed insurance agents and brokers throughout California,
Florida, Texas, North Carolina and other states in which Zenith conducts its business. Zenith's assumed reinsurance premiums are generated nationally by brokers and reinsurance intermediaries.

Applications
for insurance and reinsurance submitted by all agents and brokers are evaluated by professional underwriters based upon numerous factors, including underwriting criteria and
standards, geographic areas of underwriting concentration, actuarial judgments of rate adequacy, economic considerations, and review of known data on the particular risk. We retain all authority over
underwriting, claims processing, safety engineering and auditing and do not delegate any such authority to our agents or brokers.

Competition

Competition in the insurance business is based upon price, product design and quality of service. The insurance industry is highly competitive, and competition is
particularly intense in the national workers' compensation industry. Zenith competes not only with other stock companies, but with mutual companies and other underwriting organizations such as the
State Compensation Insurance Fund in California. Recent regulatory action should mitigate the competitive behavior of the State Compensation Insurance Fund in California. Competition also exists with
self-insurance

17

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and captive insurers. Many companies in competition with us have been in business for a much longer time, have a larger volume of business, are more widely known, and/or possess substantially greater
financial resources.

Regulation

The insurance business is subject to state-by-state regulation and legislation focused on solvency, pricing, market conduct, claims
practices, underwriting, accounting, investment criteria and other areas. Such regulation and legislation is subject to continual change, and compliance is an inherent risk of the business.



Insurance companies are primarily subject to regulation and supervision by the department of insurance in the state in which they are domiciled and, to a lesser
extent, other states in which they conduct business. Our insurance subsidiaries are primarily subject to regulation and supervision by the California Department of Insurance, except for Zenith Star,
which is primarily subject to regulation and supervision by the Texas Department of Insurance. These state agencies have broad regulatory, supervisory and administrative powers, including, among other
things, the power to grant and revoke licenses to transact business; license agents; set the standards of solvency to be met and maintained; determine the nature of, and limitations on, investments
and dividends; approve policy forms and rates; periodically examine financial statements; determine the form and content of required financial statements; and periodically examine market conduct.

Detailed
annual and quarterly financial statements and other reports are required to be filed with the departments of insurance in which we are licensed to transact business. The
financial statements of our insurance subsidiaries are subject to periodic examination by the California and Texas Departments of Insurance. The California Department of Insurance is currently
conducting an examination of Zenith Insurance and ZNAT Insurance as of December 31, 2001. Zenith Insurance and ZNAT Insurance were examined by the California Department of Insurance as of
December 31, 1996 and the Report of Examination contained no material findings. The Texas Department of Insurance is currently conducting an examination of Zenith Star as of December 31,
2001. Zenith Star was examined by the Texas Department of Insurance as of December 31, 1996, and the Report of Examination contained no material findings.

In
California, Zenith Insurance and ZNAT Insurance are required to maintain investments on deposit meeting specified standards that have an aggregate market value equal to the companies'
workers' compensation loss reserves. For this purpose, loss reserves are defined as the current estimate of reported and unreported claims net of reinsurance, plus a statutory formula reserve based on
a minimum of 65% of workers' compensation earned premiums for the latest three years. Zenith Insurance and ZNAT Insurance are subject to similar deposit requirements in certain other states based on
those states' statutes.



The National Association of Insurance Commissioners (the "NAIC") is a group formed by state Insurance Commissioners to discuss issues and formulate policy with
respect to regulation, reporting and accounting of insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the laws of their respective
domiciliary states and, to a lesser extent, other states in which they conduct business, the NAIC is influential in determining the form in which such laws are enacted. Model Insurance Laws,
Regulations and Guidelines (the "Model Laws") have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws which
provide

18

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for substantially similar regulations to those described in the Model Laws is a requirement for accreditation by the NAIC.

In
1998, the NAIC adopted the Codification of Statutory Accounting Principles guidance (the "Codification"), which, effective January 2001, replaced the previous Accounting
Practices and Procedures manual as the NAIC's primary guidance on statutory accounting. (Statutory accounting is a comprehensive basis of accounting for insurance companies based on the Codification
and state laws, regulations and general administrative rules.) The Codification provides guidance for the areas where statutory accounting had been silent and changed previous statutory accounting in
some areas. The California and Texas Departments of Insurance have adopted the Codification. The Codification did not have a material impact on the statutory capital and surplus of Zenith's insurance
operations when it was adopted.

Under
NAIC Model Laws, insurers are required to maintain minimum levels of capital based on their investments and operations. These "risk-based capital" ("RBC") requirements provide a
standard by which regulators can assess the adequacy of an insurance company's capital and surplus relative to its operations. An insurance company must maintain capital and surplus of at least 200%
of the RBC computed by the NAIC's RBC model (known as the "Authorized Control Level" of RBC). At December 31, 2002, the capital and surplus of Zenith Insurance was 349% of the Authorized
Control Level of RBC.

The
NAIC Insurance Regulatory Information System ("IRIS") key financial ratios, developed to assist insurance departments in overseeing the financial condition of insurance companies,
are reviewed by experienced financial examiners of the NAIC and State Insurance Departments to select those companies that merit highest priority in the allocation of the regulators' resources. The
2002 IRIS results for Zenith Insurance showed one result outside the "normal" range for such ratios, as such range is determined by the NAIC. This result was attributable to the growth in Workers'
Compensation premiums in 2002 compared to 2001.



Zenith's insurance operations are subject to the California and Texas Insurance Holding Company System Regulatory Acts ("Holding Company Acts"), which contain
certain reporting requirements, including the requirement that such subsidiaries file information relating to capital structure, ownership, financial condition and general business operation. The
Holding Company Acts also limit dividend payments and material transactions by Zenith's insurance operations. See Item 5 for a discussion of dividend restrictions related to the Holding Company Acts.

Risks Relating to Our Business

Our business is subject to numerous risks and uncertainties, the outcome of which may impact future results of operations and financial condition. Some of these
risks and uncertainties are described below. These and other risks are also described elsewhere in this Item 1 - Description of the Business, under
Item 7 - Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations and under Item 8 - Notes to Consolidated Financial
Statements in Zenith's 2002 Annual Report to Stockholders.

Our loss reserves are based on estimates and may be inadequate to cover our actual losses.

If we fail to accurately assess the risks associated with the businesses that we insure or reinsure, our reserves may be inadequate to cover our actual losses and
we may fail to establish appropriate premium rates. We establish loss reserves in our financial statements that represent an estimate of amounts needed to pay and administer claims with respect to
insured and reinsured events that have occurred, including events that have not yet been reported to us. Reserves are

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merely estimates and are inherently uncertain; they do not and cannot represent an exact measure of liability. Accordingly, our reserves may prove to be inadequate to cover our actual losses. Any
changes in these estimates are reflected in our results of operations during the period in which the changes are made, with increases in our reserves resulting in a charge to our earnings. For
example, in the fourth quarter of 2002, we increased our estimate of workers' compensation loss reserves for prior periods by $30.0 million due to higher inflation trends in the second half of
the year. If we need to increase our reserves again in the future, we would incur additional charges to our earnings, and our business and financial condition would be adversely affected, possibly
materially.

Our
loss reserve estimates are based on estimates of the ultimate cost of individual claims and on actuarial estimation techniques. Several factors contribute to the uncertainty in
establishing these estimates. Judgment is required in actuarial estimation to ascertain the relevance of historical
payment and claim settlement patterns under current facts and circumstances. Operational changes in claims handling practices over the years may impact the interpretation of the historical data, which
can also be impacted at the same time by external forces such as legislative changes, economic fluctuations and legal trends. Key assumptions in the estimation process for workers' compensation
reserves are the severity trends, including the increasing costs of health care on the medical component of claim costs. If there were unfavorable changes in severity trends, our reserves may need to
be increased, as described above. Our reserve estimates for catastrophe losses in the assumed reinsurance business are heavily dependent upon obtaining information timely from ceding companies.
Estimates of catastrophe losses can be negatively impacted by lags in reporting from ceding companies. In addition, we are subject to the risk that the ceding company may not have adequately estimated
the amount of the reinsured loss.

If we are unable to obtain or collect on ceded reinsurance, our ability to write new policies could be materially adversely affected.

We buy reinsurance protection in our workers' compensation business to protect us from the impact of large losses over $1.0 million and from the
accumulation of losses up to $150.0 million, except that we remain liable for 50% of the amount of any loss between $60.0 million and $100.0 million. The availability, amount and
cost of reinsurance depend on market conditions and may vary significantly. As a result of catastrophic events, such as the events of September 11, 2001, we may incur significantly higher
reinsurance costs, more restrictive terms and conditions, and decreased availability. Any decrease in the amount of our reinsurance will increase our risk of loss and could materially adversely affect
our business and financial condition.

In
addition, we are subject to credit risk with respect to our reinsurers. Ceded reinsurance does not discharge our direct obligations under the policies we write. We remain liable to
our policyholders, even if we are unable to make recoveries to which we believe we are entitled under our reinsurance contracts. Losses may not be recovered from our reinsurers until claims are paid
and, in the case of long-term workers' compensation cases, the creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled.

Catastrophe losses in our assumed reinsurance business will cause fluctuations in net income.

In our assumed reinsurance business, we participate in the assumed reinsurance of property catastrophe losses. The loss experience of property catastrophe
reinsurers has generally been characterized as low frequency but high severity in nature. Because accounting rules do not permit reinsurers to reserve for such catastrophes until they occur, claims
from catastrophes could cause substantial volatility in our financial results for any fiscal quarter or year. Accordingly, our net income typically decreases in periods when there are large
catastrophe losses and typically

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increases in the absence of catastrophe losses. These fluctuations could have a material adverse effect on our financial condition.

Various
events cause catastrophes, including hurricanes, windstorms, earthquakes, hail, explosions, severe winter weather and fires as well as man-made events, such as acts of war, acts
of terrorism and political instability. The frequency and severity of these catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of
insured exposures in the area affected and the severity of the event. The amount of catastrophe reinsurance we write in any one year is limited to produce an expected estimated maximum loss from a
single, worst-case scenario of approximately $15 million, net of all applicable premiums and reinstatement premiums and net of tax. However, we participate in several global catastrophe
reinsurance treaties, and catastrophe losses could be sizable enough to impact our annual earnings significantly, as they have in recent years. Our current estimated loss from the terrorist attack on
the World Trade Center on September 11, 2001 is approximately $13.0 million after tax and all applicable premiums and reinstatement premiums.

The risks associated with property and casualty reinsurance underwriting could adversely affect us.

Because we participate in property and casualty reinsurance markets, the success of our underwriting efforts depends, in part, upon the policies, procedures and
expertise of the ceding companies making the original underwriting decisions. We face the risk that these ceding companies may fail to accurately assess the risks that they assume initially, which, in
turn, may lead us to inaccurately assess the risks we assume. If we fail to establish and receive appropriate premium rates, we could face significant losses on these contracts.

Acts of terrorism could negatively impact our business and our financial condition.

Under our workers' compensation policies, we are required to provide workers' compensation benefits for losses resulting from certain acts of terrorism. The
impact of any terrorist act is unpredictable, and the ultimate impact on us will depend upon the nature, extent, location and timing of such an act. Any such impact on us could be material.

The
Terrorism Risk Insurance Act of 2002 is effective for the period from November 26, 2002 through December 31, 2005. Prior to the Act, insurance coverage by private
insurers for losses (other than workers' compensation) arising out of acts of terrorism was severely limited. The Act provides, among other things, that all licensed insurers must offer terrorism
coverage on most commercial lines of business for acts of terrorism. Losses arising out of acts of terrorism that are certified as such by the Secretary of the Treasury and that exceed
$5.0 million will be reimbursed by the Federal Government subject to a limit of $100.0 billion in any year and less a deductible calculated for each insurer. Each insurance company is
responsible for a deductible based on a percentage of direct earned premiums in the previous calendar year. For losses in excess of the deductible, the Federal
Government will reimburse companies for up to 90% of the loss up to the insurer's proportionate share of the $100.0 billion.

The
deductible for 2003 under the Act attributable to our workers' compensation business is approximately $38 million, based on the formula described above. However, due to the
definitions of "affiliate" and "control" under the Act, it is unclear at this time if our direct earned premiums will be included with the direct earned premiums for U.S. exposures of the insurers
controlled by Fairfax, our significant stockholder, for purposes of calculating the deductible. In the event that Zenith's premiums are included with Fairfax's for purposes of the deductible
calculations, the deductible would be substantially greater than $38 million.

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Zenith
intends to seek a determination from the U.S. Treasury Department that it is not an affiliate of Fairfax for purposes of calculating the deductible amount. Although companies
controlled by Fairfax own 42% of the outstanding shares of Zenith National at December 31, 2002, in separate filings with the Departments of Insurance in California, Texas and New York, Fairfax
has disclaimed control of Zenith. Fairfax has also granted a proxy covering all of its shares of Zenith National to a trustee with instructions to vote the shares in proportion to the voting of all
other Zenith shareholders. Fairfax and Zenith have no common Directors, management, employees or business infrastructure. However, we may not be able to obtain a favorable determination from the U.S.
Treasury Department.

We
have purchased reinsurance for acts of terrorism in the amount of $9.0 million in excess of a retention of $1.0 million, and we have purchased additional reinsurance for
acts of terrorism, excluding nuclear, biological and chemical attacks, of up to 50% of losses of $27.0 million in excess of $10.0 million.

An
act of terrorism may not be covered by the Act and, if it is covered, our ability to collect reimbursement from the Federal Government will be limited to the amounts permitted by the
Act. In addition, we are subject to the risks with respect to reinsurance described above. Accordingly, any acts of terrorism could materially adversely affect our business and financial condition.
Acts of war and acts of domestic terrorism are not covered by the Act.

The insurance business is subject to extensive regulation and legislative changes, which impact the manner in which we operate our business.

Our insurance business is subject to extensive regulation by the applicable state agencies in the jurisdictions in which we operate, perhaps most significantly by
the departments of insurance in California and Texas. These state agencies have broad regulatory powers designed to protect
policyholders, and not stockholders or other investors. These powers include, among other things, the ability to:



In
addition, workers' compensation insurance is statutorily provided for in all of the states in which we do business. State laws and regulations provide for the form and content of
policy coverage and the rights and benefits that are available to injured workers, their representatives and medical providers. For example, in California, on January 1, 2003, workers'
compensation legislation became effective that provides for increases in the benefits payable to injured workers. In Florida, the rates at which we provide coverage are determined by regulation.
Legislation and regulation also impact our ability to investigate fraud and other abuses of the workers' compensation system in the states in which we do business. Our relationships with medical
providers are also impacted by legislation and regulation, including penalties for failure to make timely payments.

Federal
legislation typically does not directly impact our workers' compensation business, but changes in health care and occupational safety and health regulations can indirectly impact
us. In addition, we were impacted by the Terrorism Risk Insurance Act of 2002, as discussed above, and by the Gramm Leach Bliley Act of 2002 related to disclosure of personal information. Moreover,
changes in federal tax laws could also impact our business.

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This
extensive regulation of our business may affect the cost or demand for our products and may limit our ability to obtain rate increases or to take other actions that we might desire
to increase our profitability. In addition, we may be unable to maintain all required approvals or comply fully with the wide variety of applicable laws and regulations, which are continually
undergoing revision, or the relevant authority's interpretation of such laws and regulations.

A downgrade in the financial strength rating of our insurance subsidiaries could reduce the amount of business we are able to write.

Rating agencies rate insurance companies based on financial strength as an indication of an ability to pay claims. Our insurance subsidiaries currently have a
financial strength rating of A- (Excellent) from A.M. Best, which we believe has the most influence on our business. The financial strength ratings of A.M. Best and other rating agencies are subject
to periodic review using, among other things, proprietary capital adequacy models, and are subject to revision or withdrawal at any time. Insurance financial strength ratings are directed toward the
concerns of policyholders and insurance agents and are not intended for the protection of investors. Our competitive position relative to other companies is determined in part by our financial
strength rating. Any reduction in our A.M. Best rating below A-, or a downgrading by one of the other rating agencies, could cause a reduction in the number of policies we write in both our workers'
compensation and our assumed reinsurance business and could have a material adverse effect on our results of operations and our financial position.

Intense competition could adversely affect our ability to sell policies at rates we deem adequate.

In most of the states in which we operate, we face significant competition which, at times, is intense. If we are unable to compete effectively, our business and
financial condition could be materially adversely affected. Competition in our businesses is based on many factors, including premiums charged, services provided, financial strength ratings assigned
by independent rating agencies, speed of claims payments, reputation, perceived financial strength and general experience. In the workers' compensation area, we compete with regional and national
insurance companies and state-sponsored insurance funds, as well as potential insureds that have determined to self-insure. Some of our competitors have greater financial, marketing and management
resources than Zenith. Intensive competitive pressure on prices can result from the actions of even a single large competitor, such as the State Compensation Insurance Fund in California. Except in
Florida, where rates for workers' compensation insurance are determined by regulation, we use our own rates to determine the price for our workers' compensation policies. Historically, when
competition has been intense, the amount of business we are able to write has decreased because we have not reduced our prices to maintain market share or other revenue targets. As a result, our
profitability during those times has decreased.

In
the assumed reinsurance business, our premium volume fluctuates as competitive conditions cause fluctuations in prevailing rates for reinsurance. In the reinsurance business, new
capital can rapidly enter the market when prevailing prices are perceived to be favorable to reinsurers. The new capital is used to form new companies or increase the capacity of existing companies or
other underwriting entities, such as syndicates of Lloyd's of London.

If we are unable to realize our investment objectives, our financial condition may be adversely affected.

Investment income is an important component of our revenues and net income. The ability to achieve our investment objectives is affected by factors that are
beyond our control. For example, United States participation in hostilities with other countries and large-scale acts of terrorism may

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adversely affect the economy generally, and our investment income could decrease. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and
international economic and political conditions. These and other factors also affect the equities markets, and, consequently, the value of the equity securities we own. Any significant decline in our
investment income as a result of falling interest rates, decreased dividend payment rates or general market conditions would have an adverse effect on our net income and, as a result, on our
stockholders' equity and our policyholders' surplus.

Interest
rates have declined steadily in the past several years. The outlook for our investment income is dependent on the future direction of interest rates and the amount of cash flows
from operations that are available for investment. The fair values of fixed maturity investments that are "available-for-sale" fluctuate with changes in interest rates and cause fluctuations in our
balance sheet. Our stockholders' equity will continue to fluctuate with any future changes in interest rates.

We
also invest in below investment-grade securities. The risk of default by borrowers that issue below investment-grade securities is significantly greater than other borrowers because
these borrowers are often highly leveraged and more sensitive to adverse economic conditions, including a recession. In addition, these securities are generally unsecured and often subordinated to
other debt. The risk that we may not be able to recover our investments in below investment-grade securities is higher than with investment-grade securities.

Our geographic concentration ties our performance to the business, economic and regulatory conditions in California and Florida.

Our business is concentrated in California (55% of 2002 workers' compensation earned premiums) and in Florida (19% of 2002 workers' compensation earned premiums).
Accordingly, unfavorable business, economic or regulatory conditions in these states could negatively impact our business. For example, regulatory changes in California in the early 1990's created
intense price competition in our workers' compensation business from about 1995 to 1999, during which time our overall profitability experienced significant declines as a result. In addition,
California and Florida are states that are exposed to severe natural perils, such as earthquakes and hurricanes, along with the possibility of terrorist acts. Accordingly, we could suffer losses as a
result of catastrophic events in these states. Because our business is concentrated in this manner, we may be exposed to economic and regulatory risks or risk from natural perils that are greater than
the risks of having our business spread more evenly by state.

We rely on independent insurance agents and brokers.

The failure or inability of independent insurance agencies and brokers to market our insurance programs successfully could have a material adverse effect on our
business, financial condition and results of operations. The business in our workers' compensation operations is produced by approximately 2,000 licensed insurance agents and brokers. Our assumed
reinsurance premiums are generated nationally by brokers and reinsurance intermediaries. Agencies and brokers are not obligated to promote our insurance programs and may sell competitors' insurance
programs. As a result, our business depends in part on the marketing efforts of these agencies and brokers and on our ability to offer insurance programs and services that meet the requirements of the
clients and customers of the these agencies and brokers.

Assessments and other surcharges for guaranty funds and second injury funds and other mandatory pooling arrangements may reduce our profitability.

Virtually all states require insurers licensed to do business in their state to bear a portion of the loss suffered by some insureds as the result of impaired or
insolvent insurance companies. These

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obligations are funded by assessments that are expected to continue in the future as a result of recent insolvencies. Many states also have laws that established second injury funds to provide
compensation to injured employees for aggravation of a prior condition or injury, which are funded by either assessments based on paid losses or premium surcharge mechanisms. In addition, as a
condition to the ability to conduct business in some states, insurance companies are required to participate in mandatory workers' compensation shared market mechanisms or pooling arrangements, which
provide workers' compensation insurance coverage from private insurers. The effect of these assessments and mandatory shared market mechanisms or changes in them could reduce our profitability in any
given period or limit our ability to grow our business.

The effects of the increasing amount of litigation against insurers on our business are uncertain.

Like other members of the insurance industry, we are the target of an increasing number of class action lawsuits and other types of litigation, some of which
involve claims for substantial and/or indeterminate amounts and the outcomes of which are unpredictable. This litigation is based on a variety of issues including insurance and claim settlement
practices.

Our status as an insurance holding company with no direct operations could adversely affect our ability to meet our debt obligations and pay dividends.

Zenith National is a holding company which transacts substantially all of its business through its subsidiaries. Our primary assets are the stock of our operating
subsidiaries. Our ability to meet our obligations on our outstanding debt, and to pay expenses and dividends, depends upon the surplus and earnings of our subsidiaries and the ability of our
subsidiaries to pay dividends to us. Payments of dividends by our insurance company subsidiaries are restricted by state insurance laws, including laws establishing minimum solvency and liquidity
thresholds, and could be subject to contractual restrictions in the future. As a result, at times, we may not be able to receive dividends from these subsidiaries and we may not receive dividends in
amounts necessary to meet our debt obligations or to pay dividends on our capital stock. In addition, the payment of dividends by us is within the discretion of our Board of Directors and will depend
on numerous factors, including our financial condition, our capital requirements and other factors that our Board of Directors considers relevant.

Fairfax has granted a voting proxy with respect to the owned shares of our common stock, which may impede attempts to replace or remove our Board or
management.

As of December 31, 2002, companies controlled by Fairfax owned 42% of our outstanding common stock. Fairfax has disclaimed any control of Zenith National
and has granted to a trustee a proxy to vote all of the shares of common stock held by Fairfax and its subsidiaries. The proxy provides that the trustee must vote all such shares in proportion to the
voting of all other Zenith National shareholders, except in the event of a proxy contest that is not supported by management and that occurs prior to the earlier of June 30, 2004 and the date
on which Stanley R. Zax is no longer our full-time Chairman and President. If such a hostile proxy contest were to occur, the shares must be voted as recommended by management. This arrangement
could prevent or delay a change in our Board of Directors or management, and could cause, the value of our securities to decline.

Item 2. Properties.

Zenith Insurance owns a 130,000 square foot office facility in Woodland Hills, California which is the corporate home office of Zenith National and its
subsidiaries. Zenith Insurance also owns a 120,000 square foot branch office facility in Sarasota, Florida and a 2 acre vacant parcel in the

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vicinity. In the regular conduct of business, Zenith Insurance leases offices in various cities. See Notes to Consolidated Financial Statements 
Note 14  "Commitments and Contingent Liabilities" in Zenith's 2002 Annual Report to Stockholders, which note is hereby incorporated by reference. Zenith considers its owned
and leased facilities to be adequate for the needs of the organization.

Item 3. Legal Proceedings.

On April 1, 1998, pursuant to an Asset Purchase Agreement dated June 17, 1997 (the "Asset Purchase Agreement") between Zenith Insurance and RISCORP,
Zenith Insurance acquired substantially all of the assets and certain liabilities of RISCORP related to RISCORP's workers' compensation business (the "RISCORP Acquisition"). On January 13,
2000, RISCORP filed a complaint against Zenith Insurance and another defendant in the Superior Court of Fulton County in the State of Georgia. RISCORP's lawsuit sought a declaration that would have
had the effect of requiring Zenith to pay either $18.1 million (and related charges) or $5.9 million. On September 4, 2002, by stipulation, the litigation filed by RISCORP was
dismissed with prejudice and with no liability to Zenith.

Other
than the RISCORP litigation described above, Zenith National and its subsidiaries are defendants in various other litigation. In the opinion of management, after consultation with
legal counsel, such litigation is either without merit or the ultimate liability, if any, is not expected to have a material adverse effect on the consolidated financial condition, results of
operations or cash flows of Zenith.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

Zenith National's common stock, par value $1.00 per share, is traded on the New York Stock Exchange under the symbol ZNT. The table below sets forth the high and
low sales prices of the common stock for each quarterly period during the last two fiscal years.

Quarter

2002

2001First:High

$
31.25

$
30.70Low


27.36


22.80Second:High


32.25


27.92Low


28.90


23.41Third:High


31.81


30.15Low


23.35


23.78Fourth:High


29.45


29.30Low


22.00


24.40


As
of March 7, 2003, there were 250 registered holders of record of Zenith National common stock.

The
table below sets forth information with respect to the amount and frequency of dividends declared on Zenith National common stock. Based upon Zenith's financial condition, it is
currently expected that cash dividends will continue to be paid in the future.

|Date of Declaration
by Zenith Board |  | Type and Amount of
Dividend |  | Record Date For
Payment |  | Payment Date     
|----------------------------------- |  | --------------------------- |  | ----------------------- |  | -----------------
|                                    |  |                             |  |                         |  |                  
|February 12, 2003                   |  | $0.25 cash per share        |  | April 30, 2003          |  | May 14, 2003     
|December 10, 2002                   |  | $0.25 cash per share        |  | January 31, 2003        |  | February 14, 2003
|September 12, 2002                  |  | $0.25 cash per share        |  | October 29, 2002        |  | November 14, 2002
|May 22, 2002                        |  | $0.25 cash per share        |  | July 29, 2002           |  | August 14, 2002  
|February 12, 2002                   |  | $0.25 cash per share        |  | April 30, 2002          |  | May 15, 2002     
|December 11, 2001                   |  | $0.25 cash per share        |  | January 31, 2002        |  | February 14, 2002
|September 6, 2001                   |  | $0.25 cash per share        |  | October 31, 2001        |  | November 14, 2001
|May 24, 2001                        |  | $0.25 cash per share        |  | July 31, 2001           |  | August 14, 2001  
|February 13, 2001                   |  | $0.25 cash per share        |  | April 30, 2001          |  | May 15, 2001     

The
Holding Company Acts limit the ability of Zenith Insurance to pay dividends to Zenith National, and of ZNAT Insurance and Zenith Star to pay dividends to Zenith Insurance, by
providing that the appropriate insurance regulatory authorities in the states of California and Texas must approve any dividend that, together with all other such dividends paid during the preceding
twelve months, exceeds the greater of: (a) 10% of the paying company's statutory surplus as regards policyholders at the preceding December 31; or (b) 100% of the net income for
the preceding year. In addition, any such dividend must be paid from policyholders' surplus attributable to accumulated earnings. No such dividends have been paid in 2002. In each of the years ended
December 31, 2001 and 2000, Zenith Insurance paid $10.0 million in dividends to Zenith National. During 2003, Zenith Insurance will be able to pay $31.0 million in dividends to
Zenith National without prior approval. In March 2003, Zenith Insurance paid a dividend of $10.0 million to Zenith National. The restrictions on the payment of such dividends have not
had, and under current regulations are not

27

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expected to have, a material adverse impact on the ability to pay dividends. In a recent court ruling, a California statute that allowed a deduction for the dividends received from wholly-owned
insurance companies in the determination of taxable income for the California Franchise Tax was held unconstitutional in certain circumstances. The consequences of the decision are unclear, but it is
possible that the California Franchise Tax Board ("FTB") could take the position that the decision has caused the statute to be invalid for all purposes and disallow in its entirety the deduction for
dividends received from insurance subsidiaries. If sustained, such action by the FTB would have the effect of imposing a tax of approximately 6% (after the benefit of a federal tax deduction) on any
dividends paid from Zenith Insurance to Zenith National. Zenith is unable to predict the ultimate outcome of this matter, which depends upon the actions of the FTB, the prospects for appropriate
legislative relief and various tax strategies that may be available to Zenith to alleviate the consequences of any actions by the FTB.

Item 6. Selected Financial Data.

The 5-Year Summary of Selected Financial Information, included in Zenith's 2002 Annual Report to Stockholders, is hereby incorporated by reference.

Item 7. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations.

Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations, included in Zenith's 2002 Annual Report to Stockholders, is
hereby incorporated by reference.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

The "Market Risk of Financial Instruments" section of the Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations
included in Zenith's 2002 Annual Report to Stockholders, is hereby incorporated by reference.

Item 8. Financial Statements and Supplementary Data.

The Consolidated Financial Statements and Notes thereto included in Zenith's 2002 Annual Report to stockholders are hereby incorporated by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

28

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PART III

Item 10. Directors and Executive Officers of the Registrant.

The information set forth under the captions "Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" in the Proxy Statement
distributed to stockholders in connection with Zenith's 2003 Annual Meeting of Stockholders (the "Proxy Statement"), which is to be filed by Zenith after the date this Report on
Form 10-K is filed, is hereby incorporated by reference.

Executive Officers of the Registrant

Name

Age

Position

Term

Executive
Officer
SinceStanley R. Zax

65

Chairman of the Board and President

Annual

1977Jack D. Miller

57

Executive Vice President

Annual

1998Robert E. Meyer

54

Senior Vice President and Actuary

Annual

2000William J. Owen

45

Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

Annual

2000John J. Tickner

64

Senior Vice President and Secretary

Annual

1985


Each
of the executive officers is an officer of Zenith National and certain of its subsidiaries and each has occupied an executive position with Zenith National or a subsidiary of Zenith
National for more than five years.

There
are no family relationships between any of the executive officers, and there are no arrangements or understandings pursuant to which any of them were selected as officers.

Item 11. Executive Compensation.

The information set forth under the captions "Directors' Compensation," "Executive Compensation," "Summary Compensation Table," "Option/SAR Grants in Last Fiscal
Year," "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values," "Employment Agreements and Termination of Employment and Change in Control
Arrangements," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee's Report on Executive Compensation" in the Proxy Statement is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information set forth under the captions "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions.

The information set forth in footnotes 1 and 2 to the table set forth under the caption "Election of Directors" and under the caption "Certain Transactions with
Fairfax Financial" in the Proxy Statement is hereby incorporated by reference.

29

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Item 14. Controls and Procedures.

Zenith's
Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this Annual Report on Form 10-K (the
"Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, Zenith's disclosure controls and procedures are timely and effective in alerting them to
material information relating to Zenith required to be included in Zenith's reports filed or submitted under the Exchange Act.

Since
the Evaluation Date, there have not been any significant changes in Zenith's internal controls or in other factors that could significantly affect such controls.

30

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  Documents
filed as part of the report:



31

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|    |  |                                                                                                                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                 
|2.1 |  | Stock Acquisition Agreement, dated as of September 19, 1995, between Anchor National Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1 to Zenith's Report on Form
8-K dated October 6, 1995.)                                                         
|2.2 |  | Amendment No. 1 to Stock Acquisition Agreement dated as of December 27, 1995, by and among Anchor National Life Insurance Company, SunAmerica Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1
to Zenith's Report on Form 8-K dated January 9, 1996.)
|3.1 |  | Certificate of Incorporation of Zenith National Insurance Corp., dated May 28, 1971. (Incorporated herein by reference to Exhibit 3.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.)                                                                                           
|3.2 |  | Certificate of Amendment of Certificate of Incorporation of Zenith National Insurance Corp., dated September 12, 1977. (Incorporated herein by reference to Exhibit 3.2 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                         
|3.3 |  | Certificate of Amendment of Certificate of Incorporation of Zenith National Insurance Corp., dated May 31, 1979. (Incorporated herein by reference to Exhibit 3.3 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                               
|3.4 |  | Certificate of Amendment of Certificate of Incorporation of Zenith National Insurance Corp., dated September 6, 1983. (Incorporated herein by reference to Exhibit 3.4 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                          
|3.5 |  | Certificate of Designation of Zenith National Insurance Corp., dated September 10, 1985. (Incorporated herein by reference to Exhibit 3.5 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.)                                                                                       
|3.6 |  | Certificate of Amendment of Certificate of Incorporation of Zenith National Insurance Corp., dated November 22, 1985. (Incorporated herein by reference to Exhibit 3.6 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                          
|3.7 |  | Certificate of Amendment of Certificate of Incorporation of Zenith National Insurance Corp., dated May 19, 1987. (Incorporated herein by reference to Exhibit 3.7 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                               
|3.8 |  | Certificate of Change of Address of Registered Office and of Registered Agent of Zenith National Insurance Corp., dated October 10, 1989. (Incorporated herein by reference to Exhibit 3.8 to Zenith's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.)                                      
|3.9 |  | By-laws of Zenith National Insurance Corp., as currently in effect. (Incorporated herein by reference to Exhibit 3.9 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                 

32

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|4.1  |  | Indenture, dated July 30, 1998, between Zenith National Insurance Corp. and Norwest Bank Minnesota, National Association, as trustee, pursuant to which Zenith issued its 8.55% Subordinated Deferrable Interest Debentures. (Incorporated herein by
reference to Exhibit 10.6 to Zenith's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.)                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2  |  | Amended and Restated Declaration of Trust of Zenith National Insurance Capital Trust I, dated July 30, 1998, between Zenith National Insurance Corp., the trustees and the holders. (Incorporated herein by reference to Exhibit 10.8 to Zenith's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.)                                                                                               
|4.3  |  | Certificate of Amendment to Certificate of Trust of Zenith National Insurance Capital Trust I, dated March 1, 2000. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.)                                                                                                                                                                    
|10.1 |  | Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm Insurance Agency, dated December 31, 1990. (Incorporated
herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                 
|10.2 |  | Amendment No. 1, dated December 28, 1993, to the Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm
Insurance Agency, dated December 31, 1990. (Incorporated herein by reference to Exhibit 10.2 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|10.3 |  | Amendment No. 2, dated December 28, 1995, to the Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm
Insurance Agency, dated December 31, 1990. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|10.4 |  | Amendment No. 3, dated January 7, 1998, to the Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm
Insurance Agency, dated December 31, 1990. (Incorporated herein by reference to Exhibit 10.4 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)  
|10.5 |  | Amendment No. 4, dated July 15, 1998, to the Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm
Insurance Agency, dated December 31, 1990. (Incorporated herein by reference to Exhibit 10.5 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)    
|10.6 |  | Amendment No. 5, dated March 31, 1999, to the Cost Allocation Agreement between Zenith National Insurance Corp., Zenith Insurance Company, ZNAT Insurance Company, CalFarm Insurance Company, CalFarm Life Insurance Company, and CalFarm
Insurance Agency, dated December 31, 1990. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                          

33

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|10.7  |  | Amended and Restated Tax Sharing Agreement by, between and among Zenith National Insurance Corp. and its subsidiaries, Zenith Insurance Company, CalRehab Services, Inc., CalFarm Insurance Company, CalFarm Insurance Agency, Cal-Ag Insurance Services,
Inc., CalFarm Annuity Services Company, ZNAT Insurance Company and CalFarm Life Insurance Company, dated January 1, 1991. (Incorporated herein by reference to Exhibit 10.7 to Zenith's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002.)                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Amendment No. 1, dated December 28, 1995, to the Amended and Restated Tax Sharing Agreement, by, between and among Zenith National Insurance Corp. and its subsidiaries, Zenith Insurance Company, CalRehab Services, Inc., CalFarm Insurance
Company, CalFarm Insurance Agency, Cal-Ag Insurance Services, Inc., CalFarm Annuity Services Company, ZNAT Insurance Company and CalFarm Life Insurance Company, dated January 1, 1991. (Incorporated herein by reference to Exhibit 10.8 to
Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|10.9  |  | Amendment No. 2, dated March 31, 1999, to the Amended and Restated Tax Sharing Agreement, by, between and among Zenith National Insurance Corp. and its subsidiaries, Zenith Insurance Company, CalRehab Services, Inc., CalFarm Insurance
Company, CalFarm Insurance Agency, Cal-Ag Insurance Services, Inc., CalFarm Annuity Services Company, ZNAT Insurance Company and CalFarm Life Insurance Company, dated January 1, 1991. (Incorporated herein by reference to Exhibit 10.9 to
Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)   
|10.10 |  | Reinsurance and Pooling Agreement between Zenith Insurance Company and CalFarm Insurance Company, ZNAT Insurance Company, and Zenith Star Insurance Company, dated December 28, 1993. (Incorporated herein by reference to Exhibit 10.10 to Zenith's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                                                                                                                                                               
|10.11 |  | Amendment No. 1, dated January 25, 1995, to the Reinsurance and Pooling Agreement between Zenith Insurance Company and CalFarm Insurance Company, ZNAT Insurance Company, and Zenith Star Insurance Company, dated December 28, 1993.
(Incorporated herein by reference to Exhibit 10.11 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                                                                                                               
|10.12 |  | Amendment No. 2, dated January 1, 1997, to the Reinsurance and Pooling Agreement between Zenith Insurance Company and CalFarm Insurance Company, ZNAT Insurance Company, and Zenith Star Insurance Company, dated December 28, 1993.
(Incorporated herein by reference to Exhibit 10.12 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                                                                                                                
|10.13 |  | Amendment No. 3, dated July 15, 1998, to the Reinsurance and Pooling Agreement between Zenith Insurance Company and CalFarm Insurance Company, ZNAT Insurance Company, and Zenith Star Insurance Company, dated December 28, 1993.
(Incorporated herein by reference to Exhibit 10.13 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                                                                                                                  
|10.14 |  | Amendment No. 4, dated March 31, 1999, to the Reinsurance and Pooling Agreement between Zenith Insurance Company and CalFarm Insurance Company, ZNAT Insurance Company, and Zenith Star Insurance Company, dated December 28, 1993.
(Incorporated herein by reference to Exhibit 10.14 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

34

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|10.15 |  | Purchase Agreement, dated February 4, 1981, among Reliance Insurance Company, Zenith National Insurance Corp., the Selling Stockholders referred to therein, and Eugene V. Klein, Daniel Schwartz and Harvey L. Silbert as agents for the Selling
Stockholders. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2001.)                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16 |  | Master Transaction Agreement, dated as of October 7, 2002, by and among Meritage Corporation, a Maryland corporation; MTH-Homes Nevada, Inc., an Arizona corporation; Perma-Bilt, A Nevada Corporation; and Zenith National Insurance Corp., a
Delaware corporation. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                                            
|10.17 |  | Agreement of Purchase and Sale of Assets, dated as of October 7, 2002, by and among Meritage Corporation, a Maryland corporation; MTH-Homes Nevada, Inc., an Arizona corporation; Perma-Bilt, A Nevada Corporation; and Zenith National
Insurance Corp., a Delaware corporation. (Incorporated herein by reference to Exhibit 10.2 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                                
|10.18 |  | Agreement of Purchase and Sale of Real Property, dated as of October 7, 2002, by and among Meritage Corporation, a Maryland corporation; MTH-Homes Nevada, Inc., an Arizona corporation; Perma-Bilt, A Nevada Corporation; and Zenith National
Insurance Corp., a Delaware corporation. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                         
|10.19 |  | Indemnification Agreement, dated as of October 7, 2002, by and among Meritage Corporation, a Maryland corporation; MTH-Homes Nevada, Inc., an Arizona corporation; Perma-Bilt, A Nevada Corporation; and Zenith National Insurance Corp., a
Delaware corporation. (Incorporated herein by reference to Exhibit 10.4 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                                               
|10.20 |  | Non-Disclosure and Non-Compete Agreement, dated as of October 7, 2002, by and among Meritage Corporation, a Maryland corporation; MTH-Homes Nevada, Inc., an Arizona corporation; Zenith National Insurance Corp., a Delaware corporation; and
Perma-Bilt, A Nevada Corporation. (Incorporated herein by reference to Exhibit 10.5 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                                
|10.21 |  | Agreement Regarding Purchase Price and Indemnification, dated as of October 7, 2002, by and among Zenith National Insurance Corporation, a Delaware corporation, Perma-Bilt, a Nevada Corporation and Daniel Schwartz. (Incorporated herein by
reference to Exhibit 10.6 to Zenith's Current Report on Form 8-K dated October 8, 2002.)                                                                                                                          
|10.22 |  | Workers' Compensation and Employers' Liability Excess of Loss Reinsurance Agreement between Employers Reinsurance Corporation of Overland Park, Kansas, Zenith Insurance Company and ZNAT Insurance Company, both of Woodland Hills, California, and
Zenith Star Insurance Company of Austin, Texas, dated as of July 1, 2002. (Incorporated herein by reference to Exhibit 10.21 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)
|10.23 |  | Stock Purchase Agreement, dated February 22, 1999, between Zenith Insurance Company and Nationwide Mutual Insurance Company. (Incorporated herein by reference to Zenith's Current Report on Form 8-K, dated March 9, 1999.)                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

35

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|10.24  |  | Stock Purchase Agreement, dated as of November 21, 2001, between Zenith National Insurance Corp. and Odyssey Reinsurance Corporation. (Incorporated herein by reference to Zenith's Current Report on Form 8-K, filed December 6, 2001.)                                                                                
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.25 |  | Zenith National Insurance Corp. 1996 Employee Stock Option Plan, approved by the Stockholders on May 22, 1996. (Incorporated herein by reference to Exhibit 10.5 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.)                                                                        
|*10.26 |  | Amendment No. 1, dated December 8, 1998, to Zenith National Insurance Corp. 1996 Employee Stock Option Plan. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.)                                                                          
|*10.27 |  | Amendment No. 2, dated May 24, 2001, to Zenith National Insurance Corp. 1996 Employee Stock Option Plan. (Incorporated herein by reference to Exhibit 10.14 to Zenith's Annual Report on Form 10-K for the year ended December 31,
2001.)                                                                               
|*10.28 |  | Employment Agreement, dated January 5, 1998, between Zenith National Insurance Corp. and John J. Tickner. (Incorporated herein by reference to Exhibit 10.9 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1997.)                                                                               
|*10.29 |  | Amendment to Employment Agreement, dated March 1, 2000, between Zenith National Insurance Corp. and John J. Tickner. (Incorporated herein by reference to Exhibit 10.17 to Zenith's Annual Report on Form 10-K for the year ended December 31,
1999.)                                                                   
|*10.30 |  | Amendment No. 2, dated as of September 17, 2002, to Employment Agreement, dated and effective as of January 5, 1998, between Zenith National Insurance Corp. and John J. Tickner. (Incorporated herein by reference to Exhibit 10.3 to
Zenith's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.)
|*10.31 |  | Restated and Amended Employment Agreement, executed March 13, 2001, between Zenith National Insurance Corp. and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.18 to Zenith's Annual Report on Form 10-K for the year ended December 31,
2000.)                                                        
|*10.32 |  | Employment Agreement, dated October 20, 1997, between Zenith Insurance Company and Jack D. Miller. (Incorporated herein by reference to Exhibit 10.1 to Zenith Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.)                                                                                      
|*10.33 |  | Amendment to Employment Agreement, dated March 1, 2000, between Zenith Insurance Company and Jack D. Miller. (Incorporated herein by reference to Exhibit 10.20 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)                                                                           
|*10.34 |  | Employment Agreement, dated October 20, 1997, between Zenith Insurance Company and Robert E. Meyer. (Incorporated herein by reference to Exhibit 10.21 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)                                                                                    
|*10.35 |  | Amendment to Employment Agreement, dated March 1, 2000, between Zenith Insurance Company and Robert E. Meyer. (Incorporated herein by reference to Exhibit 10.22 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                         

36

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|*10.36 |  | Stock Option Agreement, dated March 15, 1996, between Zenith and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.)                                                                                                                                                                                                     
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.37 |  | Zenith National Insurance Corp. Executive Officer Bonus Plan, dated March 21, 1994. (Incorporated herein by reference to Exhibit 10.12 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1996.)                                                                                                                                                                                                   
|10.38  |  | Aggregate Excess of Loss Reinsurance Agreement between Associated General Contractors Self Insurers Trust Fund (now part of Zenith Insurance Company) and Reliance Insurance Company effective December 31, 1991. (Incorporated herein by reference to
Exhibit 10.24 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1996.)                                                                     
|10.39  |  | Specific Excess Workers' Compensation and Employers' Liability Policy between Planet Insurance Company (now Reliance National Indemnity Company) and Associated General Contractors of Florida Self Insurance Fund (now part of Zenith Insurance Company)
effective January 1, 1993. (Incorporated herein by reference to Exhibit 10.25 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1996.)  
|10.40  |  | Aggregate Excess of Loss Reinsurance Agreement, dated August 1, 1998, between Zenith National Insurance Group and Inter-Ocean Reinsurance Company LTD. (Incorporated herein by reference to Exhibit 10.32 to Zenith's Annual Report on Form 10-K for the
year ended December 31, 1998.)                                                                                                                                
|10.41  |  | Special Endorsement to Retrocessional Agreement, dated August 1, 1998, between American Re-Insurance Company, Inter-Ocean Reinsurance Company LTD., and Zenith Insurance Company, CalFarm Insurance Company, ZNAT Insurance Company and Zenith Star
Insurance Company. (Incorporated herein by reference to Exhibit 10.28 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)                
|10.42  |  | Termination Endorsement Number 1 to Retrocessional Agreement, dated December 22, 1999, between American Re-Insurance Company, Inter-Ocean Reinsurance Company, LTD, and Zenith Insurance Company, CalFarm Insurance Company, ZNAT Insurance Company and
Zenith Star Insurance Company. (Incorporated herein by reference to Exhibit 10.29 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)
|10.43  |  | Endorsement Number 1 to Aggregate Excess of Loss Reinsurance Agreement, dated December 22, 1999, between Zenith National Insurance Group, CalFarm Insurance Company, ZNAT Insurance Company and Zenith Star Insurance Company and Inter-Ocean Reinsurance
Company LTD. (Incorporated herein by reference to Exhibit 10.30 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1999.)                
|10.44  |  | Trust Agreement, dated December 18, 1998, between Inter-Ocean Reinsurance Company, LTD and Zenith Insurance Company, CalFarm Insurance Company, ZNAT Insurance Company and Zenith Star Insurance Company. (Incorporated herein by reference to Exhibit
10.34 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1998.)                                                                             
|10.45  |  | Trust Agreement, dated October 5, 2001, among American Re-Insurance Company (as Grantor), Zenith Insurance Company, ZNAT Insurance Company and Zenith Star Insurance Company (collectively, as Beneficiary), and State Street Bank and Trust Company
(as Trustee). (Incorporated herein by reference to Exhibit 10.32 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2001.)                    
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                        

37

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|10.46 |  | Agreement of Reinsurance #8051 between General Reinsurance Corporation and Zenith Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company and CalFarm Insurance Company, dated May 22, 1995. (Incorporated herein by reference to Exhibit
10.13 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1995.)                                                                                                                                        
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.47 |  | Endorsement No. 11, effective January 1, 2002, to Agreement of Reinsurance # 8051 between General Reinsurance Corporation and Zenith Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company and CalFarm Insurance Company, et. al.,
dated as of May 22, 1995. (Incorporated herein by reference to Exhibit 10.2 to Zenith's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.)                                                                
|10.48 |  | Workers' Compensation and Employers' Liability Reinsurance Agreement between Zenith Insurance Company and Employers Reinsurance Corporation, effective January 1, 1986. (Incorporated herein by reference to Exhibit 10.14 to Zenith's Annual Report on
Form 10-K for the year ended December 31, 1991.)                                                                                                                                                                              
|10.49 |  | Worker's Compensation Quota Share Reinsurance Agreement between Zenith Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company (collectively, as cedant) and Odyssey America Reinsurance Corporation (as Reinsurer) dated
December 28, 2001. (Incorporated herein by reference to Exhibit 10.36 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2001.)                                                                                        
|10.50 |  | Promissory Note, dated August 9, 2002, from Zenith National Insurance Corp. to City National Bank. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended September 30,
2002.)                                                                                                                                                                                                                                             
|10.51 |  | Amended and Restated Credit Agreement, dated as of September 30, 2002, between Zenith National Insurance Corp., and Bank of America, N.A. (Incorporated herein by reference to Exhibit 10.4 to Zenith's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002.)                                                                                                                                                                                                      
|10.52 |  | Capital Securities Guarantee Agreement, dated July 30, 1998, between Zenith National Insurance Corp. and Norwest Bank Minnesota, National Association. (Incorporated herein by reference to Exhibit 10.7 to Zenith's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.)                                                                                                                                                                                         
|10.53 |  | Purchase Agreement between Zenith National Insurance Corp., Zenith National Insurance Capital Trust I, Credit Suisse First Boston Corporation, BancAmerica Robertson Stephens and Donaldson, Lufkin & Jenrette Securities Corporation, dated July 27,
1998, for $75,000,000 Zenith National Insurance Capital Trust I 8.55% Capital Securities. (Incorporated herein by reference to Exhibit 10.9 to Zenith's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.)
|10.54 |  | Standstill Agreement, dated June 30, 1999, between Zenith National Corp. and Fairfax Financial Holdings Limited. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.)                                                                                                                                                                                                                                    
|11    |  | Statements re computation of per share earnings. (Incorporated herein by reference to Notes to Consolidated Financial Statements  Note 18  "Earnings and Dividends Per Share" in Zenith's 2002 Annual Report to Stockholders.)                                                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

38

---

|13   |  | Zenith's Annual Report to Stockholders for the year ended December 31, 2002, but only to the extent such report is expressly incorporated by reference herein, and such report is not otherwise to be deemed "filed" as a part of this Annual Report on
Form 10-K.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21   |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                   
|23   |  | Consent of PricewaterhouseCoopers LLP, dated March 14, 2003. (Incorporated herein by reference to page F-1 of this Annual Report on Form 10-K.)                                                                                                                   
|99.1 |  | Certification, dated March 14, 2003, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                    

---

*Management contract or compensatory plan or arrangement





39

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 14, 2003.

| |  | ZENITH NATIONAL INSURANCE CORP.
| |  | -------------------------------
| |  | By:                            

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
indicated, on March 14, 2003.

|/s/STANLEY R. ZAXStanley R. Zax           |  | Chairman of the Board, President and Director (Principal Executive Officer)                   
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------
|/s/MAX M. KAMPELMANMax M. Kampelman       |  | Director                                                                                      
|/s/ROBERT J. MILLERRobert J. Miller       |  | Director                                                                                      
|/s/LEON E. PANETTALeon E. Panetta         |  | Director                                                                                      
|/s/ALAN I. ROTHENBERGAlan I. Rothenberg   |  | Director                                                                                      
|/s/WILLIAM S. SESSIONSWilliam S. Sessions |  | Director                                                                                      
|/s/GERALD TSAI, JR.Gerald Tsai, Jr.       |  | Director                                                                                      
|/s/MICHAEL WM. ZAVISMichael Wm. Zavis     |  | Director                                                                                      
|/s/WILLIAM J. OWENWilliam J. Owen         |  | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

40

---

CERTIFICATION OF CHAIRMAN OF THE BOARD AND PRESIDENT

I,
Stanley R. Zax, certify that:



|Date: March 14, 2003 |  | /s/STANLEY R. ZAXStanley R. Zax
    Chairman of the Board and President,
    Zenith National Insurance Corp.
|-------------------- |  | ------------------------------------------------------------------------------------------------------------

41

---

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I,
William J. Owen, certify that:



|Date: March 14, 2003 |  | /s/WILLIAM J. OWENWilliam J. Owen
    Senior Vice President and
        Chief Financial Officer,
    Zenith National Insurance Corp.
|-------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------

42

---



CONSENT OF INDEPENDENT ACCOUNTANTS

We
hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Numbers 33-8948, 33-22219,
333-04399, 333-79199 and 333-62798) of our report dated February 4, 2003 relating to the consolidated financial statements as of December 31, 2002 and
2001, and for each of the three years in the period ended December 31, 2002, which appears in the 2002 Annual Report to Stockholders of Zenith National Insurance Corp. (the "Company"), which is
included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated
February 4, 2003 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

| | PricewaterhouseCoopers LLP
| | --------------------------

Los
Angeles, California
March 14, 2003

F-1

---



REPORT OF INDEPENDENT ACCOUNTANTS ON  FINANCIAL STATEMENT SCHEDULES

To
the Board of Directors of
    Zenith National Insurance Corp.:

Our
audits of the consolidated financial statements referred to in our report dated February 4, 2003 appearing in the 2002 Annual Report to Stockholders of Zenith National Insurance Corp.
(which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules
listed in Item 15(a)2 of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

| | PricewaterhouseCoopers LLP
| | --------------------------

Los
Angeles, California
February 4, 2003

F-2

---



SCHEDULE I  SUMMARY OF INVESTMENTS         OTHER THAN INVESTMENTS IN RELATED PARTIES        ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES    
December 31, 2002

|Column A                   |                                                 | Column B                                                         |         | Column C                         |         | Column D
|-------------------------- | ----------------------------------------------- | ---------------------------------------------------------------- | ------- | -------------------------------- | ------- | --------
|
|
|Fixed maturity securities: |                                                 |                                                                  |         |                                  |         |         
|                           | Bonds:                                          |                                                                  |         |                                  |         |         
|                           |                                                 | United States Government and government agencies and authorities |         | $                                | 166,744 |         
|                           |                                                 | Public utilities                                                 |         |                                  | 22,199  |         
|                           |                                                 | States, municipalities and political subdivisions                |         |                                  | 53,665  |         
|                           |                                                 | Industrial and miscellaneous                                     |         |                                  | 515,669 |         
|                           | Redeemable preferred stocks                     |                                                                  |         | 21,762                           |         |         
|                           |                                                 |                                                                  |         |                                  |         |         
|                           |                                                 |                                                                  |         | Total fixed maturity securities: |         |         
|Equity securities:         |                                                 |                                                                  |         |                                  |         |         
|                           | Floating rate preferred stocks                  |                                                                  |         | 6,799                            |         |         
|                           | Convertible and non-redeemable preferred stocks |                                                                  |         | 6,056                            |         |         
|                           | Common stocks:                                  |                                                                  |         |                                  |         |         
|                           |                                                 | Industrial, misc. and all other                                  |         |                                  | 24,317  |         
|                           |                                                 | Banks, trust and insurance companies                             |         |                                  | 14,514  |         
|                           |                                                 |                                                                  |         |                                  |         |         
|                           |                                                 |                                                                  |         | Total equity securities          |         |         
|Mortgage loans             |                                                 |                                                                  | 26,924  |                                  |         | 26,924  
|Short-term investments     |                                                 |                                                                  | 158,078 |                                  |         | 158,078 
|Other investments          |                                                 |                                                                  | 54,788  |                                  |         | 54,788  
|                           |                                                 |                                                                  |         |                                  |         |         
|                           |                                                 |                                                                  |         | Total investments                |         | $       
|                           |                                                 |                                                                  |         |                                  |         |         

---

F-3

---



SCHEDULE II  CONDENSED FINANCIAL INFORMATION OF REGISTRANT    ZENITH NATIONAL INSURANCE CORP.    BALANCE SHEET

|                                                                                                                                         |                                                                     | December 31, |         
|---------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ------------ | --------
|
|
|ASSETS                                                                                                                                   |                                                                    
|Investments:                                                                                                                             |                                                                     |              |         
|                                                                                                                                         | Common stocks, at fair value (cost $129 in 2002 and $1,678 in 2001) |              | $       
|                                                                                                                                         | Short-term investments (at cost, which approximates fair value)     |              |         
|                                                                                                                                         |                                                                     |              |         
|Total investments                                                                                                                        |                                                                     |              | 7,944   
|Cash                                                                                                                                     |                                                                     |              | 275     
|Investment in subsidiaries (Note A)                                                                                                      |                                                                     |              | 387,176 
|Receivable from subsidiaries (Note A)                                                                                                    |                                                                     |              | 38      
|Other assets                                                                                                                             |                                                                     |              | 16,929  
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|LIABILITIES                                                                                                                              |                                                                    
|Senior notes payable, less unamortized issue cost of $32 in 2001 (Note B)                                                                |                                                                     |              |         
|8.55% Subordinated Deferrable Interest Debentures, less unamortized issue cost of $240 in 2002 and $250 in 2001 (Note D)                 |                                                                     | $            | 77,080  
|Dividend payable to stockholders                                                                                                         |                                                                     |              | 4,692   
|Federal income tax (Note A)                                                                                                              |                                                                     |              | 7,197   
|Other liabilities                                                                                                                        |                                                                     |              | 6,369   
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|Commitments and contingent liabilities (Note G)                                                                                          |                                                                     |              |         
|STOCKHOLDERS' EQUITY                                                                                                                     |                                                                    
|Preferred stock, $1 parshares authorized 1,000; issued and outstanding, none in 2002 and 2001                                           |                                                                     |              |         
|Common stock, $1 parshares authorized 50,000; issued 25,786 and 25,571 in 2002 and 2001, outstanding 18,768 and 18,553 in 2002 and 2001 |                                                                     |              | 25,786  
|Additional paid-in capital                                                                                                               |                                                                     |              | 296,974 
|Retained earnings                                                                                                                        |                                                                     |              | 109,008 
|Accumulated other comprehensive income (loss) (Note F)                                                                                   |                                                                     |              | 17,398  
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              | 449,166 
|Treasury stock, at cost (7,018 shares in 2002 and 2001) (Note E)                                                                         |                                                                     |              | (132,142
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         
|                                                                                                                                         |                                                                     |              |         

See
notes to condensed financial information.

F-4

---



SCHEDULE II  CONDENSED FINANCIAL INFORMATION OF REGISTRANT        ZENITH NATIONAL INSURANCE CORP.        STATEMENT OF OPERATIONS

|                                                                                                          |  | Years ended December 31, |       
|--------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------
|
|
|Net investment income                                                                                     |  | $                        | 602   
|Realized gains (losses) on investments                                                                    |  |                          | 52    
|                                                                                                          |  |                          |       
|Total revenues                                                                                            |  |                          | 654   
|                                                                                                          |  |                          |       
|Operating expenses                                                                                        |  |                          | 5,135 
|Interest expense                                                                                          |  |                          | 5,301 
|                                                                                                          |  |                          |       
|Total expenses                                                                                            |  |                          | 10,436
|                                                                                                          |  |                          |       
|Loss before federal income tax benefit and equity in income (loss) of subsidiaries and extraordinary item |  |                          | (9,782
|Federal income tax benefit                                                                                |  |                          | 3,430 
|                                                                                                          |  |                          |       
|Loss before equity in income (loss) of subsidiaries and extraordinary item                                |  |                          | (6,352
|Equity in income (loss) of subsidiaries (Note A)                                                          |  |                          | 16,552
|                                                                                                          |  |                          |       
|Income (loss) before extraordinary item                                                                   |  |                          | 10,200
|Extraordinary item  gain on extinguishment of debt, net of federal income tax expense of $534 (Note C)   |  |                          |       
|                                                                                                          |  |                          |       
|Net income (loss)                                                                                         |  | $                        | 10,200
|                                                                                                          |  |                          |       

See
notes to condensed financial information.

F-5

---



SCHEDULE II  CONDENSED FINANCIAL INFORMATION OF REGISTRANT    ZENITH NATIONAL INSURANCE CORP.    STATEMENT OF CASH FLOWS

|                                                                                 |                                                   | Years ended December 31,                            |     
|-------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------- | ----
|
|
|Cash flows from operating activities:                                            |                                                   |                                                     |     
|                                                                                 | Investment income received                        |                                                     | $   
|                                                                                 | Operating expenses paid                           |                                                     |     
|                                                                                 | Interest paid                                     |                                                     |     
|                                                                                 | Income tax recovered (paid)                       |                                                     |     
|                                                                                 |                                                   |                                                     |     
|                                                                                 |                                                   | Net cash used in operating activities               |     
|                                                                                 |                                                   |                                                     |     
|Cash flows from investing activities:                                            |                                                   |                                                     |     
|                                                                                 | Purchases of investments:                         |                                                     |     
|                                                                                 |                                                   | Equity securities available-for-sale                |     
|                                                                                 | Proceeds from sales of investments:               |                                                     |     
|                                                                                 |                                                   | Fixed maturity securities available-for-sale        |     
|                                                                                 |                                                   | Equity securities available-for-sale                |     
|                                                                                 | Net decrease (increase) in short-term investments |                                                     |     
|                                                                                 | Other, net                                        |                                                     |     
|                                                                                 |                                                   |                                                     |     
|                                                                                 |                                                   | Net cash provided by (used in) investing activities |     
|                                                                                 |                                                   |                                                     |     
|Cash flows from financing activities:                                            |                                                   |                                                     |     
|                                                                                 | Repurchase of redeemable securities (Note C)      |                                                     |     
|                                                                                 | Repayment of 9% Notes (Note B)                    |                                                     |     
|                                                                                 | Repurchase of 9% Notes (Note C)                   |                                                     |     
|                                                                                 | Cash advanced from bank lines of credit           |                                                     |     
|                                                                                 | Cash repaid on bank lines of credit               |                                                     |     
|                                                                                 | Cash dividends paid to common stockholders        |                                                     |     
|                                                                                 | Proceeds from exercise of stock options           |                                                     |     
|                                                                                 | Sale of treasury shares (Note E)                  |                                                     |     
|                                                                                 | Purchase of treasury shares                       |                                                     |     
|                                                                                 | Dividends received from subsidiaries (Note A)     |                                                     |     
|                                                                                 | Cash contribution to Zenith Insurance (Note A)    |                                                     |     
|                                                                                 | Net cash from subsidiary (Note A)                 |                                                     |     
|                                                                                 |                                                   |                                                     |     
|                                                                                 |                                                   | Net cash (used in) provided by financing activities |     
|                                                                                 |                                                   |                                                     |     
|Net (decrease) increase in cash                                                  |                                                   |                                                     | (333
|Cash at beginning of year                                                        |                                                   |                                                     | 608 
|                                                                                 |                                                   |                                                     |     
|Cash at end of year                                                              |                                                   | $                                                   | 275 
|                                                                                 |                                                   |                                                     |     
|Reconciliation of net income (loss) to net cash flows from operating activities: |                                                   |                                                     |     
|                                                                                 | Net income (loss)                                 |                                                     | $   
|                                                                                 | (Income) loss from subsidiaries (Note A)          |                                                     |     
|                                                                                 | Gain on extinguishment of debt (Note C)           |                                                     |     
|                                                                                 | Federal income tax                                |                                                     |     
|                                                                                 | Other                                             |                                                     |     
|                                                                                 |                                                   |                                                     |     
|                                                                                 |                                                   | Net cash used in operating activities               |     
|                                                                                 |                                                   |                                                     |     

See notes to condensed financial information.

F-6

---



SCHEDULE IICONDENSED FINANCIAL INFORMATION OF REGISTRANT    ZENITH NATIONAL INSURANCE CORP.    NOTES TO CONDENSED FINANCIAL INFORMATION

The accompanying condensed financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes thereto
of Zenith National Insurance Corp. ("Zenith National") and subsidiaries. Certain prior year numbers have been reclassified to conform to the current year presentation.

A.    Investment
In Subsidiaries



F-7

---



B.    Senior
Notes Payable



C.    Extraordinary
Item  Gain on Extinguishment of Debt



F-8

---



D.    Subordinated
Debentures



Maturing in:
(Dollars in thousands)

Amount20032004200520062007Thereafter

$
77,320Total

$
77,320


E.    Common
Stock



F.    Accumulated
Other Comprehensive Income (Loss)



(Dollars in thousands)
December 31,

2002

2001Net unrealized gains (losses) on investments

$
26,769

$
(2,717
)Deferred income tax expense (benefit)


9,369


(951
)17,400


(1,766
)Cumulative translation adjustment


(3
)Deferred income tax benefit


(1
)(2
)Total accumulated other comprehensive
income (loss)

$
17,398

$
(1,766
)


F-9

---

G.    Commitments
and Contingent Liabilities



F-10

---



F-11

---

SCHEDULE III  SUPPLEMENTARY INSURANCE INFORMATION
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

|Column A                     |                       | Column B |        | Column C |  | Column D |           | Column E |        | Column F |  | Column G |  | Column H |         | Column I |        | Column J |  | Column K
|---------------------------- | --------------------- | -------- | ------ | -------- |  | -------- | --------- | -------- | ------ | -------- |  | -------- |  | -------- | ------- | -------- | ------ | -------- |  | --------
|
|(Dollars in thousands)       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|Years ended December 31,2002 |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|Property and Casualty:       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Workers' Compensation |          | $      | 9,367    |  | $        | 695,179   |          | $      | 78,346   |  |          |  | $        | 503,859 |          |        |          |  | $       
|                             | Reinsurance           |          |        | 4,007    |  |          | 130,690   |          |        | 11,751   |  |          |  |          | 53,196  |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          | 13,374 |          |  | 825,869  |           |          | 90,097 |          |  |          |  | 557,055  |         |          |        |          |  | 442,051 
|Reinsurance ceded            |                       |          |        |          |  | 215,663  |           |          | 7,290  |          |  |          |  |          |         |          |        |          |  |         
|Investment                   |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         | $        | 48,811 |          |  |         
|Parent                       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Total                 |          | $      | 13,374   |  | $        | 1,041,532 |          | $      | 97,387   |  |          |  | $        | 557,055 |          | $      | 48,811   |  | $       
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|2001                         |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|Property and Casualty:       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Workers' Compensation |          | $      | 10,111   |  | $        | 599,688   |          | $      | 57,843   |  |          |  | $        | 415,848 |          |        |          |  | $       
|                             | Reinsurance           |          |        | 2,568    |  |          | 142,990   |          |        | 13,419   |  |          |  |          | 61,028  |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          | 12,679 |          |  | 742,678  |           |          | 71,262 |          |  |          |  | 476,876  |         |          |        |          |  | 432,290 
|Reinsurance ceded            |                       |          |        |          |  | 204,144  |           |          | 51     |          |  |          |  |          |         |          |        |          |  |         
|Investment                   |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         | $        | 51,178 |          |  |         
|Parent                       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Total                 |          | $      | 12,679   |  | $        | 946,822   |          | $      | 71,313   |  |          |  | $        | 476,876 |          | $      | 51,178   |  | $       
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|2000                         |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|Property and Casualty:       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Workers' Compensation |          | $      | 8,610    |  | $        | 542,173   |          | $      | 49,928   |  |          |  | $        | 300,833 |          |        |          |  | $       
|                             | Reinsurance           |          |        | 1,700    |  |          | 97,514    |          |        | 8,896    |  |          |  |          | 37,919  |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          | 10,310 |          |  | 639,687  |           |          | 58,824 |          |  |          |  | 338,752  |         |          |        |          |  | 336,962 
|Reinsurance ceded            |                       |          |        |          |  | 238,196  |           |          | 83     |          |  |          |  |          |         |          |        |          |  |         
|Investment                   |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         | $        | 51,766 |          |  |         
|Parent                       |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         
|                             | Total                 |          | $      | 10,310   |  | $        | 877,883   |          | $      | 58,907   |  |          |  | $        | 338,752 |          | $      | 51,766   |  | $       
|                             |                       |          |        |          |  |          |           |          |        |          |  |          |  |          |         |          |        |          |  |         

F-12

---



SCHEDULE IV  REINSURANCE  ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

|Column A                 |  | Column B |         | Column C |   | Column D |  | Column E |        | Column F |  
|------------------------ |  | -------- | ------- | -------- | - | -------- |  | -------- | ------ | -------- | -
|
|Years ended December 31, |  |          |         |          |   |          |  |          |        |          |  
|2002                     |  |          |         |          |   |          |  |          |        |          |  
|Premiums earned          |  | $        | 555,023 |          | $ | 57,739   |  | $        | 59,771 |          | $
|2001                     |  |          |         |          |   |          |  |          |        |          |  
|Premiums earned          |  |          | 427,331 |          |   | 14,430   |  |          | 63,975 |          |  
|2000                     |  |          |         |          |   |          |  |          |        |          |  
|Premiums earned          |  |          | 307,514 |          |   | 10,610   |  |          | 41,848 |          |  

SCHEDULE V  VALUATION AND QUALIFYING ACCOUNTS  ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

|                                                    |  |   |        | Column C |   |       |  | 
|--------------------------------------------------- |  | - | ------ | -------- | - | ----- |  | 
|
|
|Years ended December 31,                            |  |   |        |          |   |       |  | 
|2002                                                |  |   |        |          |   |       |  | 
|Allowance for uncollectible premiums                |  | $ | 7,704  |          | $ | 3,077 |  | 
|Provision for uncollectible reinsurance recoverable |  |   | 3,000  |          |   |       |  | 
|2001                                                |  |   |        |          |   |       |  | 
|Allowance for uncollectible premiums                |  |   | 7,596  |          |   | 4,189 |  | 
|Provision for uncollectible reinsurance recoverable |  |   |        |          |   | 3,000 |  | 
|2000                                                |  |   |        |          |   |       |  | 
|Allowance for uncollectible premiums                |  |   | 10,172 |          |   | 2,648 |  | 

---

F-13

---

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