-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JLbznYNEOVxfs1McWTYRqBnvI6DkPimV3IgqR95AiuZhxh8Ho5EatSf2x9v2Lhxm +mPVWkev+jggOwAvOtqANw== 0001047469-08-001529.txt : 20080221 0001047469-08-001529.hdr.sgml : 20080221 20080221105248 ACCESSION NUMBER: 0001047469-08-001529 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080221 DATE AS OF CHANGE: 20080221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH NATIONAL INSURANCE CORP CENTRAL INDEX KEY: 0000109261 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952702776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09627 FILM NUMBER: 08631845 BUSINESS ADDRESS: STREET 1: 21255 CALIFA ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187131000 10-K 1 a2182392z10-k.htm 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007Commission file number 1-9627
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

ZENITH NATIONAL INSURANCE CORP.

Incorporated in Delaware
21255 Califa Street, Woodland Hills, California 91367-5021
(818) 713-1000

I.R.S. Employer Identification No.
95-2702776

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes No X

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definitions of "large accelerated filer, "accelerated filer, and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer X		Accelerated filer		Non-accelerated filer		Smaller reporting company
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes No X

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates was $1,709,231,000 (based on the closing price for such common equity reported by the New York Stock Exchange for June 30, 2007, the last business day of the registrant's most recently completed second quarter).

At January 31, 2008, there were 37,107,000 shares of Zenith National Insurance Corp. common stock outstanding, net of 7,695,000 shares of treasury stock.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Annual Report to Stockholders for fiscal year ended December 31, 2007 — Part I and Part II.

(2) Portions of the Proxy Statement in connection with the 2008 Annual Meeting of Stockholders — Part III.

Table of Contents
Zenith National Insurance Corp. and Subsidiaries

ITEM	Description	Page
*Part I*
ITEM 1	Business	1
	General	1
	Glossary of Selected Insurance Terms	1
	Description of the Business	4
	Losses and Loss Adjustment Expense Reserves, Claims and Loss Developments	10
	Reinsurance Ceded	13
	Marketing and Staff	15
	Competition	15
	Regulation	16
ITEM 1A	Risk Factors	17
ITEM 1B	Unresolved Staff Comments	23
ITEM 2	Properties	23
ITEM 3	Legal Proceedings	23
ITEM 4	Submission of Matters to a Vote of Security Holders	23
*Part II*
ITEM 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
ITEM 6	Selected Financial Data	25
ITEM 7	Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations	25
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	25
ITEM 8	Financial Statements and Supplementary Data	25
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
ITEM 9A	Controls and Procedures	25
ITEM 9B	Other Information	26
*Part III*
ITEM 10	Directors, Executive Officers and Corporate Governance	27
ITEM 11	Executive Compensation	28
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
ITEM 13	Certain Relationships and Related Transactions and Director Independence	28
ITEM 14	Principal Accountant Fees and Services	28
*Part IV*
ITEM 15	Exhibits and Financial Statement Schedules	29
Signatures		33
Index to Financial Statements and Schedules		34

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 subsidiaries, Zenith Insurance Company ("Zenith Insurance") and ZNAT Insurance Company ("ZNAT Insurance") (collectively, "Zenith"), in the workers' compensation insurance business, nationally. Unless otherwise indicated, all references to "Zenith," "we," "us," "our," "Company" or similar terms refer to Zenith National together with its subsidiaries.

Zenith's insurance subsidiaries have been assigned a financial strength rating of A (Excellent) by A.M. Best Company ("A.M. Best"), A3 (Good) by Moody's Investors Service ("Moody's"), A- (Strong) by Standard & Poor's ("S&P"), and A (Strong) by Fitch Ratings ("Fitch").

At December 31, 2007, Zenith had approximately 1,600 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 (which is filed as an exhibit to this report) 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 ("SEC"). Also available on our website are the following corporate governance materials: Code of Business Conduct; Code of Ethics for Senior Financial Officers (which applies to Zenith's Chief Executive Officer, Chief Financial Officer, Vice President of Accounting and Controller); Corporate Governance Guidelines; and Charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. In addition, amendments to, or waivers of, the Code of Ethics for Senior Financial Officers will be posted to our website or contained in a Form 8-K filed within four business days after any such amendment or waiver. Any of the foregoing material may also be obtained, free of charge by written request to: Corporate Secretary, Zenith National Insurance Corp., 21255 Califa Street, Woodland Hills, CA 91367-5021.

Glossary of Selected Insurance Terms

The following terms when used herein have the following meanings:

Accident year losses		Loss data grouped by the year in which the accident occurred, regardless of when the accident was reported or when the loss amount was recognized in our Consolidated Statement of Operations.
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 an assuming company, or reinsurer, all or a portion of a risk in consideration of payment of a premium.

Combined ratio		Expressed as a percentage, is a key measurement of profitability traditionally used in the property-casualty insurance business. The combined ratio, also referred to as the "calendar year combined ratio," is the sum of the loss and loss adjustment expense ratio and the underwriting and other operating expense ratio. The loss and loss adjustment expense ratio is the percentage of the net loss and loss adjustment expenses incurred to net premiums earned. The underwriting and other operating expense ratio is the percentage of underwriting and other operating expenses to net premiums earned. When the calendar year combined ratio is adjusted to exclude prior period items, such as loss reserve development and policyholders' dividends, it becomes the "accident year combined ratio," a non-GAAP financial measure.
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 the amount reserved or subsequent estimates indicate a basis for reducing loss reserves on open claims. 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. Favorable or unfavorable development of loss reserves is reflected in our Consolidated Statement of Operations in the period the change is made.
Experience modification factor		A policy premium factor reflecting the insured employer's historical loss experience.
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.
GAAP		Accounting principles generally accepted in the United States of America.
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, administering and settling claims, including legal expenses.
Loss ratio		Net losses incurred expressed as a percentage of net premiums earned.
Loss and loss adjustment expense ratio		The sum of net loss and loss adjustment expenses incurred expressed as a percentage of net premiums earned.
Loss reserves		The balance sheet liability representing estimates of amounts needed to pay reported and unreported claims and related loss adjustment expenses.

Net premiums earned		The portion of net premiums written applicable to the expired period of policies.
Policyholders' dividends		Payments to policyholders on a type of policy upon which a portion of the premium may be repaid to the policyholder after expiration depending upon the loss experience.
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.
Premiums in-force		Premiums billed or to be billed on all un-expired policies.
Reinstatement premium		An additional premium paid after a claim on a catastrophe reinsurance contract to renew the contract for the un-expired term.
Reinsurance		A transaction between insurance companies in which an original insurer, or ceding company, 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.
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.
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 promulgated by the National Association of Insurance Commissioners and prescribed or permitted by the states' departments of insurance. In general, statutory accounting practices address policyholders' protection and solvency and are more conservative than GAAP in presentation of earnings, surplus and assets.
Treaty		A contract of reinsurance.
Underwriting		The process whereby an insurer reviews applications submitted for insurance coverage and determines whether to 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.
Underwriting and other operating expense ratio		Underwriting and other operating expenses expressed as a percentage of net premiums earned.

Description of the Business

We are in the business of managing insurance and investment risk. Our main business activity is the workers' compensation insurance business. In addition, we invest the net cash flow from our operations and our capital principally in fixed maturity securities. These investments provide a stable source of income over the long-run, although in the short-term, changes in interest rates impact the amount of investment income we earn. We measure our performance over the long-term by our ability to increase stockholders' equity.

We report our business in the following segments: workers' compensation; reinsurance; investments; and parent. In September 2005, we exited the reinsurance business and we ceased writing and renewing assumed reinsurance contracts. As of December 31, 2006, all of these assumed reinsurance contracts had fully expired, although we will be paying our assumed reinsurance claims for several years. The results of the reinsurance segment will continue to be included in the results of continuing operations, consisting primarily of changes to loss reserve estimates. The key operating goal for our workers' compensation segment is to achieve substantial underwriting profits and significantly out-perform the national workers' compensation industry. Net earned premiums, segment results and the combined ratios of our workers' compensation and reinsurance segments and results of our other business segments for each of the three years ended December 31, 2007, are set forth in Note 16 — "Segment Information" of our Consolidated Financial Statements in our 2007 Annual Report to Stockholders and are hereby incorporated by reference.

Workers' Compensation Segment

In the workers' compensation segment, we provide insurance coverage for the statutorily prescribed benefits that employers are required to provide to their employees who may be injured in the course of employment. Our workers' compensation policies are issued to employers who also pay the premiums. The policies provide payments for covered, injured employees of the policyholder for, among other things, temporary or permanent disability benefits, death benefits and medical and hospital expenses. 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.

Our long-term strategy in the national workers' compensation industry is to attract customers requiring quality services based on adequate premium rates for the exposure. During periods of intense competition or other adverse industry conditions, our exposure base as measured by insured payroll may decrease as employers buy elsewhere because we adhere to a long-standing operating principle that we will not compromise the adequacy of our premium rates in order to achieve revenue or market share objectives. Our value proposition is that our services, over the long-run provide employers the opportunity to reduce their experience modification factor and thereby, their long-term workers' compensation costs. We write workers' compensation insurance in 45 states and have ten office locations in California, three in Florida, two in Illinois and offices in each of Texas, Pennsylvania, North Carolina and Alabama. Our primary office locations consist of teams of Zenith employees providing the following services to our insureds:

•: Safety and health professionals with specialized industry knowledge, including specialists in ergonomics as well as industrial hygiene. These professionals focus on workplace safety, accident and illness prevention and safety awareness training.
•: Claims professionals who work closely with skilled occupational nurses, physicians who are recognized experts in occupational medicine, and in-house claims adjudication lawyers. These teams of claims professionals are focused on providing quality care for the injured workers and effective return-to-work programs. They also pursue resolution of disputed claims.

•: Trained and experienced fraud professionals who review claims for potential fraud and pursue the investigation of suspected or known fraud.
•: In-house bill review staff who process medical provider bills to ensure that payments are properly reduced to statutorily determined fee schedules or other negotiated or contracted discounts.
•: Premium auditors who verify appropriate payroll classifications to assure equitable premium billing.

Our specialist strategy is focused on providing quality services to our insureds and claimants, generating underwriting profits and delivering an above average return to our stockholders over time. This strategy has resulted in a long-term record of significantly out-performing the industry, as shown in the following table which compares our California workers' compensation accident year loss ratios to the accident year loss ratios estimated by the Workers' Compensation Insurance Rating Bureau ("WCIRB") for the California workers' compensation industry over 29 years:

California Accident Year Loss Ratios — Estimated as of December 31, 2007
Accident Year	Zenith		WCIRB
1978	44	%	55	%
1979	43		58
1980	45		57
1981	52		60
1982	54		66
1983	57		75
1984	63		83
1985	60		84
1986	52		76
1987	48		69
1988	44		67
1989	49		70
1990	58		81
1991	58		85
1992	49		70
1993	39		56
1994	49		63
1995	70		90
1996	70		100
1997	78		115
1998	85		129
1999	97		140
2000	88		125
2001	78		106
2002	61		82
2003	42		52
2004	28		32
2005	25		29
2006	28		36
2007	33

We have a shorter history in writing business outside of California, but our specialist strategy has delivered similar results as shown in the following table which compares our non-California workers' compensation accident year loss ratios to the accident year loss ratios estimated by the National Council on Compensation Insurance, Inc. ("NCCI") for the workers' compensation industry over 6 years:

Non-California Accident Year Loss Ratios — Estimated as of December 31, 2007
Accident Year	Zenith		NCCI
2001	58	%	78	%
2002	53		70
2003	42		63
2004	38		61
2005	33		58
2006	34		59
2007	35

Generally, premiums for workers' compensation insurance policies are a function of: (1) the applicable premium rate; (2) the amount of the insured employer's payroll; and (3) if applicable, a factor reflecting the insured employer's historical loss experience (the "experience modification factor"). Premium rates vary according to the nature of the employee's duties and the business of the employer; for example, in California there are currently approximately 500 different classes into which employees are grouped for rating purposes. The policy premium is computed by applying the applicable premium rate to the payroll in each class of the employer's business. Total policy premium is determined after applying the experience modification factor and a further adjustment, known as a schedule rating adjustment, may be made, in certain circumstances, to increase (debit) or decrease (credit) the policy premium. Schedule rating adjustments are made at the discretion of the underwriter based on the individual risk characteristics of the employer and subject to maximum amounts as established in our rate filings. 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.

Our workers' compensation premium revenues will fluctuate depending upon the general level of our rates and the number and size of the businesses we insure. Additional factors impacting our revenues include the general level of employment and wages in the businesses we insure, changes in our insured's experience modification factors and the amount of schedule rating credits or debits applied by our underwriters, as well as our pricing and underwriting strategy compared to our competition.

Except in those states, primarily Florida, where premium rates for workers' compensation insurance are set by State regulations, our premium rates for workers' compensation are determined by our actuaries for each state in which we do business. In California, the state in which the largest amount of our workers' compensation premiums are earned, we set our own rates based upon actuarial analysis of current and anticipated loss cost trends. Although the California Insurance Commissioner does not set workers' compensation premium rates, the California Insurance Commissioner adopts and publishes advisory pure premium rates (pure premium rates cover expected loss costs but generally do not contain an element to cover operating expenses or profit). We are not required to use these California advisory rates. We therefore set our own rates, which are continually reviewed for adequacy using actuarial analysis of current and anticipated trends in costs. As a result of favorable loss cost trends originating from the 2003 and 2004 legislative reforms in California and Florida, discussed below, we have reduced our California premium rates in a manner that we believe deals prudently with the uncertainty about the long-term outcome of loss cost trends for recent accident years. Our future

California premium rate decisions will continue to be based on data about loss cost trends and upon modifications to the workers' compensation system while maintaining our goal of achieving underwriting profits and out-performing the national workers' compensation industry.

Net premiums earned for each of the years ended December 31, 2007, 2006, and 2005 for California, Florida and other states, are set forth in the table below:

(Dollars in thousands)	2007		%		2006		%		2005		%
California	$	407,105	55.1	%	$	582,282	62.5	%	$	762,095	68.4	%
Florida		192,889	26.1			207,200	22.2			208,128	18.7
Other		138,202	18.8			142,257	15.3			143,971	12.9

Net Premiums Earned	$	738,196	100.0	%	$	931,739	100.0	%	$	1,114,194	100.0	%

Our business is concentrated in California and Florida which makes the results of our operations dependent on trends that are characteristic of these states as compared to national trends. For example, state legislation, local competition and workers' compensation cost inflation or deflation trends in such states are material to our results.

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, by way of a dividend, calculated and paid after the policy has expired. Alternatively, the policyholder's premium may be adjusted after expiration using a retrospective-rating formula based on losses sustained under the policy. Such retrospective adjustments can result in additional premium due from the policyholder if loss experience is worse than expected or a premium refund if loss experience is better than expected. Although we offer these types of loss-sensitive policies and have written a small number of them, we prefer to offer our customers a policy with a guaranteed cost based on premium rates, insured employer's payrolls and experience modification factors. In addition, Florida statutes require payment of additional policyholder dividends to Florida policyholders pursuant to a formula based on underwriting results.

In California, workers' compensation reform legislation was enacted in October 2003 and April 2004 with the principal objectives of lowering the trend of increasing costs and improving fairness in the system. The principal changes in the legislation of October 2003 included: 1) a reduction in the reimbursable amount for certain physician fees, outpatient surgeries, pharmaceutical products and certain durable medical equipment; 2) a limitation on the number of chiropractor and physical therapy office visits; 3) the introduction of medical utilization guidelines; 4) a requirement for second opinions on certain spinal surgeries; 5) a repeal of the presumption of correctness afforded to the treating physician, except where the employee has pre-designated a treating physician; and 6) a presumption of correctness is to be afforded to the evidence-based medical utilization guidelines developed by the American College of Occupational and Environmental Medicine.

effective January 1, 2005 (and for some injuries prior to January 1, 2005) as well as upon the injured workers' diminished future earning capacity, rather than their ability to compete in the open labor market (PD benefits were revised to make available higher benefits to more severely injured workers and lower benefits to less severely injured workers); 6) incentives were created to encourage employers to offer return-to-work programs; and 7) new medical-legal processes for resolving disputed medical issues were created.

In Florida, legislation was enacted effective October 1, 2003, which provides changes to the workers' compensation system. Such changes were designed to expedite the dispute resolution process, provide greater compliance and enforcement authority to combat fraud, revise certain indemnity benefits and increase medical reimbursement fees for physicians and surgical procedures. One of the intended outcomes of the legislation is a reduction in the overall costs associated with delivering workers' compensation benefits in the state of Florida.

There have been no subsequent legislative changes which have materially impacted our workers' compensation business. However, California legislative changes during 2007 extended the time period for which the 104 weeks of temporary disability payments may be taken.

During 2008, we anticipate on-going legislative consideration in California of the determination of disability and the level of benefits for injured workers with permanent disability. In addition, there are renewed discussions in California around integrating workers' compensation and group health benefits into "24-hour" coverage. We cannot currently predict if substantial changes will occur.

Reinsurance Segment

In 2005, we exited the assumed reinsurance business and ceased writing and renewing assumed reinsurance contracts. As of December 31, 2006, all of these assumed reinsurance contracts had fully expired, although we will be paying our assumed reinsurance claims for several years. The results of the reinsurance segment will continue to be included in the results of continuing operations, primarily consisting of any changes to loss reserve estimates.

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. In the more recent years before our exit from the assumed reinsurance business, our focus was primarily on assuming 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 and reinsurance 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.

The income or loss and the combined ratio of the reinsurance segment fluctuated significantly depending upon the incidence or absence of large catastrophe losses. Consequently, the results of our reinsurance business should be evaluated over the long-term. Since its inception in 1985, the combined ratio of our reinsurance segment through December 31, 2007 was 111.4% on $829.5 million of net premiums earned. Loss reserves at December 31, 2007 in our reinsurance segment were $62.6 million, or 5.6% of consolidated net loss reserves compared to $106.1 million, or 8.1% of consolidated net loss reserves at December 31, 2006.

based on the information that is currently available and such estimates could change based on new information that becomes available or based upon the reinterpretation of existing information.

In both 2007 and 2006, we recognized additional estimated losses attributable to the 2005 hurricanes of $3.0 million ($2.0 million after tax) and $19.9 million ($12.9 million after tax), respectively. In 2005, we recognized catastrophe losses of $69.2 million ($45.0 million after tax), net of additional premiums earned from reinstatement premiums, attributable to Hurricanes Katrina, Rita, and Wilma.

In addition to property reinsurance we also wrote liability reinsurance from 1985 through approximately 2001 including general business liability, directors' and officers' liability and excess or umbrella coverage. Liability reinsurance constituted about 17% and 3% of our total earned reinsurance premiums in the ten years and three years ended December 31, 2007, respectively.

Investments Segment

Our investments department invests the funds made available by our capital and the net cash flows from operations. The objective of our investments segment is to provide a stable source of investment income over the long-term and realized gains on investments, primarily from investments in fixed maturity securities, consistent with policy guidelines and taking into consideration state regulatory restrictions on investments in our insurance subsidiaries. We manage our investment portfolio ourselves and do not rely on external investment managers. The allocation of the portfolio 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. As of December 31, 2007, we did not have any sub-prime mortgages, derivative securities or other credit-enhancement exposures. Our mortgage securities are limited to those guaranteed by the U. S. Government. At December 31, 2007, our consolidated investment portfolio consisted primarily of high-quality bonds and short-term investments, supplemented by a small portfolio of preferred and common stocks. The portfolio of bonds primarily includes U.S. Government securities, mortgage-backed securities issued by the Government National Mortgage Association, municipal bonds and corporate bonds diversified to produce a reasonable balance of risk and investment income. The average credit quality of our municipal bond portfolio at December 31, 2007 is Aa1 (Aa3 based on underlying issuers' ratings). We do not expect a material impact to our financial condition relating to the financial condition of the monoline bond insurers. Of the fixed maturity portfolio, including short-term investments, 94% of the investments were rated investment grade at December 31, 2007 and 93% at December 31, 2006. At December 31, 2007, $0.7 billion of the investment portfolio was in fixed maturities of two years or less.

Income from operations of the investments segment includes investment income and realized gains and losses on investments. We do not allocate investment income to the results of our workers' compensation and reinsurance segments.

Investment income has increased year over year in each of the three years ended December 31, 2007, and is a function of increases in our investment portfolio in 2006 and 2005, higher interest rates during 2007 and 2006 and a $7.3 million cash dividend, before tax, received in 2007 from a common stock investment.

At December 31, 2007, 88% of the investments in fixed maturity securities and short-term investments were classified as available-for-sale. Stockholders' equity will fluctuate with changes in the fair values of available-for-sale securities. Stockholders' equity increased by $7.0 million after deferred taxes from December 31, 2006 to December 31, 2007 as a result of changes in the fair values of fixed maturity investments classified as available-for-sale.

From time to time, we also make investments in limited partnerships and real estate joint ventures. The limited partnerships make long-term strategic investments in corporations, many of which are not

publicly traded, with a view toward ultimately exiting the investment position, sometimes after many years. We are not currently active in any real estate joint ventures.

Parent Segment

The parent segment represents the holding company activities of Zenith National, which owns, directly or indirectly, all of the capital stock of its insurance and non-insurance subsidiaries. The results of the parent segment reflect the operating expenses incurred in the holding company activities, such as stock exchange listing and other licensing fees; directors' fees; 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 segment loss, including costs in 2005 associated with the conversion of certain of the convertible notes as described in Note 9 — "Debt" of our Consolidated Financial Statements in our 2007 Annual Report to Stockholders, and is hereby incorporated by reference.

Discontinued Real Estate Segment

In 2002, we sold our home-building business and related real estate assets to MTH-Homes Nevada, Inc. ("MTH Nevada"), a subsidiary of Meritage Corporation.

In addition to the consideration received in 2002, we were entitled 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, 2004 and 2005. In 2005, the last payment under the earn-out provision of the sale agreement was received, resulting in a gain of $1.9 million ($1.3 million after tax).

Losses and Loss Adjustment Expense Reserves, Claims and Loss Developments

Accounting for the workers' compensation and reinsurance segments requires us to estimate the liability for the expected ultimate cost of unpaid losses and loss adjustment expenses as of the balance sheet date ("loss reserves"). Loss reserves are estimates and are inherently uncertain; they do not and cannot represent an exact measure of ultimate liability. Loss reserve estimates represent a significant risk to the business which we attempt to mitigate by continually reviewing loss cost trends, attempting to set our premium rates to adequately cover anticipated costs and by professionally managing our claims servicing organization. We endeavor to minimize the estimation risk by performing a comprehensive review of our loss reserves every quarter. Estimating loss reserves is an uncertain and complex process which involves a combination of actuarial techniques and management judgment to establish the most reasonably accurate estimate of loss reserves based on the most recent relevant data. Because we have a long history in the workers' compensation business, particularly in California, we give weight to our own data as well as external information in determining our loss reserve estimates. No assurance can be given whether the ultimate liability for unpaid losses will be more or less than our current estimates.

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 favorable when losses ultimately settle for less than the amount reserved or subsequent estimates indicate a basis for reducing loss reserves on open claims. 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. Favorable or unfavorable development of loss reserves is reflected in our results of operations in the period the changes are made.

Additional information regarding loss reserve estimates and loss reserve development is set forth under "Loss Reserves" in the Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations in our 2007 Annual Report to Stockholders and is hereby incorporated by reference.

Reference is made to the table setting forth the reconciliation of changes in the liabilities for losses and loss adjustment expenses included in Note 8 — "Unpaid Losses and Loss Adjustment Expenses" of our Consolidated Financial Statements in our 2007 Annual Report to Stockholders, which is hereby incorporated by reference.

The following table shows the subsequent development of our liability for unpaid losses and loss adjustment expenses based on the original estimate in accordance with GAAP at December 31 of each year presented.


(Dollars in thousands)		2007	2006	2005	2004	2003		2002		2001		2000		1999		1998		1997

Liability for unpaid losses and loss adjustment expenses, net		$1,126,808	$1,301,076	$1,459,797	$1,212,032	$990,877		$825,869		$742,678		$634,172		$605,250		$708,684		$525,601

Paid, net (cumulative) as of:
	One year later		310,470	349,910	308,179	298,664		281,043		239,098		243,506		235,968		271,019		195,596
	Two years later			554,330	479,465	484,077		470,663		431,015		370,100		384,011		414,432		284,080
	Three years later				591,279	593,334		590,107		543,067		452,727		457,717		500,672		338,530
	Four years later					670,789		661,999		617,567		517,173		509,915		546,076		378,536
	Five years later							717,472		664,244		563,998		550,698		582,092		400,853
	Six years later									702,550		595,706		582,425		609,369		419,684
	Seven years later											621,362		604,446		630,263		436,585
	Eight years later													622,387		645,272		450,490
	Nine years later															659,091		461,079
	Ten years later																	472,222

Liability, net re-estimated as of:
	One year later		1,191,275	1,318,475	1,185,132	1,004,243		840,084		771,846		638,519		636,130		753,508		514,234
	Two years later			1,253,674	1,149,288	1,053,834		905,542		802,822		651,266		635,750		753,511		511,343
	Three years later				1,116,111	1,066,366		983,004		845,662		670,797		638,920		740,559		503,684
	Four years later					1,068,342		999,090		907,177		703,470		650,849		751,546		516,426
	Five years later							1,017,732		917,474		758,129		673,928		752,039		526,524
	Six years later									934,390		765,019		723,829		778,543		525,632
	Seven years later											776,861		731,454		818,529		549,836
	Eight years later													737,403		825,020		579,567
	Nine years later															828,560		583,038
	Ten years later																	588,230

Favorable (unfavorable) development, net			109,801	206,123	95,921	(77,465	)	(191,863	)	(191,712	)	(142,689	)	(132,153	)	(119,876	)	(62,629	)
Net liability — December 31,		1,126,808	1,301,076	1,459,797	1,212,032	990,877		825,869		742,678		634,172		605,250		708,684		525,601
Receivable from reinsurers and state trust funds for unpaid losses		326,562	221,204	243,648	270,287	229,872		215,663		204,144		243,711		275,679		288,963		87,665

Gross liability — December 31,		1,453,370	1,522,280	1,703,445	1,482,319	1,220,749		1,041,532		946,822		877,883		880,929		997,647		613,266
Re-estimated liability, net			1,191,275	1,253,674	1,116,111	1,068,342		1,017,732		934,390		776,861		737,403		828,560		588,230
Re-estimated receivable from reinsurers and state trust funds for unpaid losses			319,300	315,605	311,614	288,679		252,745		232,341		247,108		278,988		333,300		131,834

Re-estimated liability, gross			1,510,575	1,569,279	1,427,725	1,357,021		1,270,477		1,166,731		1,023,969		1,016,391		1,161,860		720,064
Favorable (unfavorable) development, gross			11,705	134,166	54,594	(136,272	)	(228,945	)	(219,909	)	(146,086	)	(135,462	)	(164,213	)	(106,798	)

The accounting policies used to estimate the liabilities in the preceding table are described in Note 2 — "Summary of Accounting Policies" of our Consolidated Financial Statements in our 2007 Annual Report to Stockholders, and are hereby incorporated by reference.

The first line in the table shows the liability for unpaid losses and loss adjustment expenses, net of reinsurance, as estimated at the end of each calendar year and recorded as of the balance sheet date for each of the indicated years.

The first section of the table following the first 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 as of the end of subsequent annual periods.

The second section of the table shows revised estimates as of each subsequent calendar year of the original unpaid amounts, net of reinsurance, that are based on the subsequent payments plus re-estimates of the remaining unpaid liabilities.

The line labeled "Favorable (unfavorable) development, net" represents the aggregate change in the initial estimates from the original balance sheet date indicated through December 31, 2007. These amounts have been reported in earnings over time as a component of loss and loss adjustment expenses incurred. The favorable or adverse net development shown in each column should be viewed independently of the other columns because components of the development shown in recent years are also included as components of development in older years.

The last line in the table on the previous page titled "Favorable (unfavorable) development, gross" includes $97.3 million of adverse development of the December 31, 2006 gross liability because in 2007 we incorporated industry-wide loss development factors in addition to using our own historical claims data to estimate our workers' compensation ceded loss reserves. This increase is fully offset by the increase in receivable from reinsurers as reflected in the line titled "Re-estimated receivable from reinsurers and state trust funds for unpaid losses." This adverse development on ceded losses is also included as a component of development in older years, as well as in the re-estimated receivable from reinsurers.

The information in the table provides our historical track record of reserving accuracy for unpaid losses and loss adjustment expenses as of each calendar year-end presented. However, since conditions and trends that have affected losses 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. We believe our loss reserve estimates are adequate as of the end of 2007. However, due to the inherent uncertainties underlying our loss reserve estimates, and as we receive new information and update our assumptions over time regarding the ultimate liability, our loss reserves may prove to be inadequate to cover our actual losses, or they may prove to exceed the ultimate amount of our actual losses.

Net development of loss reserves shown in the table above includes the following:

•: Favorable development of our loss reserves recorded as of December 31, 2004 through 2006 resulted from re-estimation of loss reserves following the 2003 and 2004 legislative reforms in California and the 2003 legislative reforms in Florida, because with the passage of time and as more claims for these years have been paid, our reserve estimates for these years have proven to be redundant. Such favorable development was offset in part, by unfavorable development of assumed reinsurance reserves related to the 2005 hurricanes.
•: Unfavorable development of our loss reserves recorded as of December 31, 1997 through 2003 is principally attributable to a reallocation of our workers' compensation loss reserves to older accident years in 2005 and 2004 to better reflect the paid claim cost inflation trends of these older accident years.
•: Unfavorable development of our loss reserves at December 31, 1999 and 2001 includes additional estimates of $34.0 million on the 1998 and 1999 catastrophe losses in our reinsurance business.

In addition, the following significant transactions occurred during the period covered by the unpaid losses and loss adjustment table:

•: Beginning in 1998, our loss reserve estimates include amounts related to the loss reserves we assumed from RISCORP in the RISCORP Acquisition. In 1999, we recorded $46.0 million of additional reserves, net of reinsurance, associated with an adjustment to the RISCORP purchase price and which was reflected as adverse development of the 1998 loss reserve liability.

•: On March 31, 1999, we sold CalFarm Insurance Company ("CalFarm"), a wholly-owned subsidiary of Zenith Insurance Company, which we had owned since 1985. We retained no liabilities for any of CalFarm's unpaid losses and 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 and re-estimates of CalFarm's loss reserves are included through March 31, 1999, the date of the sale.

Reinsurance Ceded

Excess of loss reinsurance

In accordance with general insurance industry practices, we purchase excess of loss reinsurance to protect us against the impact of large, irregularly-occurring losses in the workers' compensation segment. Such reinsurance reduces the magnitude of the impact of such losses on net income and the capital of Zenith Insurance. We maintain excess of loss and catastrophe reinsurance which provides protection for workers' compensation losses in excess of an established retention up to $150 million, with catastrophe losses arising out of California earthquakes up to $200 million. Effective May 1, 2007, we increased our retention of workers' compensation losses from $1.0 million to $5 million, with an annual aggregate limit of $25 million in the layer of $5 million in excess of the $5 million retention. We also retain 50% of any losses between $10 million and $20 million.

Swiss Reinsurance America Corporation ("Swiss Re") provides the reinsurance protection of $5 million, per occurrence, for workers' compensation losses in excess of a $5 million retention, with an annual aggregate limit of $25 million in the layer in excess of the $5 million retention. The principal companies providing the current coverage between $10 million and $200 million are Arch Reinsurance Company, Odyssey America Reinsurance Corporation, Swiss Re, Transatlantic Reinsurance Company, Axis Specialty Limited, ACE Tempest Reinsurance Limited, ACE Property and Casualty Insurance Company, Endurance Specialty Insurance LTD, Hanover Reinsurance Company, Liberty Mutual Insurance Company, Aspen Insurance UK LTD, Platinum Underwriters Bermuda, LTD, Catlin Insurance Company, Allied World Assurance Company LTD and various Lloyd's syndicates.

Terrorism Exposure and the Terrorism Risk Insurance Act of 2002

Under our workers' compensation policies, we are required to provide workers' compensation benefits for losses arising from 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 have a material adverse affect on our business and financial condition.

We have purchased reinsurance protection for domestic acts of terrorism up to $150 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. The reinsurance protection for foreign acts of terrorism is up to $75 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. Coverage for nuclear, biological and chemical attacks is limited to 100% of any losses between $10 million and $30 million.

In 2007, the Terrorism Risk Insurance Act of 2002 ("TRIA"), was extended through December 31, 2014. TRIA, as modified in 2007, may provide us with reinsurance protection for losses arising out of terrorist acts under certain circumstances and subject to certain limitations. The U.S. Treasury Secretary must certify an act for it to constitute an act of terrorism. Effective January 1, 2008, the definition of terrorism includes domestic acts of terrorism and continues to exclude acts of terrorism committed in the course of a war declared by the U.S. Congress. The losses arising from an act of terrorism must exceed $100 million to qualify for reimbursement under TRIA. If an event is certified, the U.S. Federal Government will reimburse losses not to exceed $100 billion in any year. Each insurance company is responsible for a deductible based on 20% of its direct premiums earned in the previous calendar year. Our deductible is $151.4 million for a covered loss occurring in 2008. For losses in excess of the

deductible, the U.S. Federal Government will reimburse 85% of the insurer's loss, up to the insurer's proportionate share of the $100 billion aggregate limit.

Notwithstanding the protection provided by the reinsurance we have purchased and any protection provided by TRIA, the risk of severe losses to us from acts of terrorism has not been eliminated because events may not be covered by, or may exceed the capacity of, our reinsurance protection. Also, an act of terrorism may impact the business community at large, impacting our ability to conduct business, even if any losses we sustain are covered by our reinsurance or any protection provided by TRIA. Accordingly, any acts of terrorism could materially adversely affect our business and financial condition.

In our workers' compensation business, we monitor the geographical concentrations of insured employees to help mitigate the risk of loss from terrorist acts and other catastrophes. Also, small businesses constitute a large proportion of our policies, and we avoid risks in high profile locations.

Other reinsurance ceded

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 reinsurance recoverable at December 31, 2007 includes $27.9 million for paid and unpaid losses relating to reinsurance arrangements we assumed in the RISCORP Acquisition. The principal reinsurers from which such reinsurance is recoverable are American Re-Insurance Company, Continental Casualty Co. and Swiss Reinsurance Company. Also, in connection with the RISCORP Acquisition, we entered into an aggregate excess of loss reinsurance agreement with Inter-Ocean Reinsurance Company, Ltd., which provides ceded reinsurance for unpaid losses and allocated loss adjustment expenses we assumed 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 fully secured by assets in a trust account.

Recoverability of ceded reinsurance

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 we are currently exposed to any material credit risk through our ceded reinsurance arrangements because most of our reinsurance is recoverable from large, well-capitalized reinsurance companies.

Amounts recoverable (including amounts for paid and unpaid losses and reinsurance commissions) at December 31, 2007 were as follows:


(Dollars in thousands) Name of Reinsurer	Amount Recoverable (1)		A.M. Best Rating (2)

Swiss Reinsurance America Corporation	$	171,417	A+
General Reinsurance Corporation		93,137	A++
Odyssey America Reinsurance Corporation		21,779	A
Continental Casualty Company		20,010	A
Inter-Ocean Reinsurance Company (3)		14,554	NR
Munich Reinsurance America		3,796	A+
Clearwater Insurance Company		1,988	A
National Union Fire Insurance Company of Pittsburgh		1,919	A+
Arrowood Indemnity Company		1,832	NR
All Others (74 Reinsurers, none individually in excess of $1.5 million)		9,678

Total	$	340,110

(1): Under insurance regulations in the State of California, reinsurers are required to place securities on deposit in an amount equal to the California component of our reinsured workers' compensation loss reserves, which represents about 58% of our reinsured loss reserves.
(2): A.M. Best, in assigning ratings, is primarily concerned with the ability of insurance and reinsurance companies to pay the claims of policyholders. In the A.M. Best ratings scheme, ratings of B+ to A++ are considered "Secure" and ratings of B and below are considered "Vulnerable."
(3): Reinsurance recoverable from Inter-Ocean Reinsurance Company is fully secured by assets held in a trust account.

Intercompany reinsurance pooling agreement

Our insurance subsidiaries are parties to an intercompany pooling agreement for statutory reporting purposes. Under such agreement, the results of underwriting operations are ceded (the risks are transferred) to Zenith Insurance and the aggregate results are then reapportioned, or retro-ceded (the risks are transferred back), to the companies party to the agreement. At December 31, 2007, the proportions of the pooling agreement were as follows: Zenith Insurance — 98% and ZNAT Insurance — 2.0%. Transactions pursuant to the pooling agreement are eliminated in consolidation and have no impact on our consolidated financial statements.

Marketing and Staff

The business in the workers' compensation segment is produced by approximately 1,500 independent licensed insurance agents throughout all states in which we conduct business.

Applications for insurance submitted by all agents are evaluated by our underwriters based upon numerous factors, including underwriting criteria and standards, geographic areas of underwriting concentration, actuarial judgments of premium 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.

Competition

Competition in the workers' compensation insurance business is based upon price and quality of services. The insurance industry is highly competitive and there is significant competition in the national workers' compensation industry which, at times, is intense. We compete not only with other stock companies, but with mutual companies and other underwriting organizations such as the State Compensation Insurance Fund in California. Competition also exists with self-insurers 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 that focuses 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.

State Departments of Insurance

Insurance companies are subject to regulation and supervision by the departments of insurance in the states in which they are domiciled and, to a lesser extent, other states in which they conduct business. Our insurance subsidiaries are domiciled in California and are primarily subject to regulation

and supervision by the California Department of Insurance ("California DOI"). 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, in some states, establish premium rates; periodically examine financial statements; determine the form and content of required financial statements; and periodically examine market conduct.

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. 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.

Detailed annual and quarterly financial statements, prepared in accordance with statutory accounting practices, and other reports are required to be filed with the departments of insurance of the states in which we are licensed to transact business. The statutory financial statements of our insurance subsidiaries are subject to periodic examination by the California DOI. The California DOI completed an examination of the statutory financial statements of Zenith Insurance and ZNAT Insurance as of December 31, 2005 and the Report of Examination contained no findings.

The National Association of Insurance Commissioners

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 ("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 for substantially similar regulations to those described in the Model Laws is a requirement for accreditation by the NAIC. The NAIC provides authoritative guidance to insurance regulators on current statutory accounting practices by promulgating and updating a codified set of statutory accounting practices in its Accounting Practices and Procedures Manual. The California DOI requires us to follow such statutory accounting practices and, in addition, they require that we record excess statutory reserves, if applicable, through December 31, 2007. The excess statutory reserve formula established a 65% loss and loss adjustment expense ratio for the current and prior two years. Effective January 1, 2008, the excess statutory reserves are no longer required under California law.

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, 2007, our statutory capital of $451.1 million was 507% of such minimum. Statutory capital at December 31, 2007 has been reduced by $582.1 million for the excess statutory reserves required solely because we are domiciled in California (see Note 13 "Stockholders' Equity And Statutory Information" of our Consolidated Financial Statements in our 2007 Annual Report to Stockholders, which is hereby incorporated by reference). Excluding this excess statutory reserve (which has been eliminated under California law effective January 1, 2008), our statutory capital at

December 31, 2007 would be $1.0 billion, which is 1,160% of regulatory risk-based capital and on a comparable basis to the methodology used by other insurers who are subject to industry rules promulgated by the NAIC, and also on the basis that our statutory capital will be determined beginning in 2008.

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 examiners of the NAIC and state insurance departments to select those companies that merit highest priority in the allocation of the regulators' resources. The 2007 IRIS results for Zenith Insurance showed two ratios outside the "normal" range as determined by the NAIC. These results were attributable to the 2007 decrease in the statutory policyholders' surplus caused by the excess statutory reserve which has been eliminated effective January 1, 2008 as discussed above.

Insurance Holding Company System Regulatory Act

Our subsidiaries are subject to the California Insurance Holding Company System Regulatory Act ("Holding Company Act") which contains 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 Act also limits dividend payments and material transactions by our insurance subsidiaries. See Part II — ITEM 5. "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" for a discussion of dividend restrictions related to the Holding Company Act.

ITEM 1A. Risk Factors.

Our business is subject to numerous risks and uncertainties, the outcome of which may impact future results of operations and financial condition. The more significant risks and uncertainties are described below.

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

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. Loss reserves are estimates and are inherently uncertain; they do not and cannot represent an exact measure of liability. Accordingly, as we receive new information and update our assumptions over time regarding the ultimate liability, our loss reserves may prove to be inadequate to cover our actual losses. Any changes in these estimates could be material and could have a material adverse effect on our results of operations and financial condition during the period the changes are made.

Our loss reserve estimates are based on estimates of the ultimate cost of claims. Several factors contribute to the uncertainty in establishing these estimates including the length of time required to settle long-term, expensive cases, uncertainties in the long-term outcome of 2003 and 2004 legislative reforms in California and 2003 legislative reforms in Florida, and the fact that in certain of the years prior to reforms our loss reserves proved to be inadequate. Judgment is required to ascertain the relevance of historical payment and claim settlement patterns under current facts and circumstances. A key assumption in the estimation process for workers' compensation reserves is the claim cost inflation (deflation) trend, including the increasing costs of health care, which affects the medical component of claim costs, legislative reforms to the workers' compensation system and the number of expensive claims relative to the total number of claims in a year. The weakening economy is an emerging risk and we do not know how it may affect our business and our open claims, if at all. If there are increases in inflation trends, our reserves may need to be increased.

Our loss reserve estimates for catastrophe losses in the assumed reinsurance business are 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, as well as our financial condition, could be materially adversely affected.

We buy reinsurance protection in our workers' compensation business to protect us from the impact of losses over $5 million and from the accumulation of losses up to $150 million and, in the event of a California earthquake, up to $200 million. The availability, amount and cost of reinsurance depend on market conditions and may vary significantly. 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.

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

We purchased reinsurance protection for domestic acts of terrorism up to $150 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. The reinsurance protection for foreign acts of terrorism is up to $75 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. Coverage for nuclear, biological and chemical attacks is limited to 100% of any losses between $10 million and $30 million.

Notwithstanding the protection provided by the reinsurance we have purchased and any protection provided by TRIA, the risk of severe losses to us from acts of terrorism has not been eliminated because events may not be covered by, or may exceed the capacity of, our reinsurance protection. Also, an act of terrorism may impact the business community at large, impacting our ability to conduct business, even if any insurance losses we sustain are covered by our reinsurance or any protection

provided by TRIA. Accordingly, any acts of terrorism could materially adversely affect our business and financial condition.

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 California DOI. These state agencies have broad regulatory powers designed to protect policyholders, not stockholders or other investors. These powers include, among other things, the ability to:

•: influence how we conduct our business;
•: place limitations on our investments and dividends;
•: place limitations on our ability to transact business with our affiliates;
•: set standards of solvency to be met and maintained; and
•: prescribe the form and content of, and to examine, our financial statements.

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. 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 our business can be indirectly affected by changes in health care and occupational safety and health regulations.

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 maintain our profitability. In addition, we may be unable to maintain all required approvals or comply fully with applicable laws and regulations, or the relevant governmental 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. A reduction in our A.M. Best rating, or a downgrading by one of the other rating agencies, could impact the amount of business we could write in our workers' compensation segment.

Intense competition could adversely affect our ability to sell policies at premium 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 business, we compete with regional and national insurance companies and state-sponsored insurance funds as well as potential insureds that have decided to self-insure. Some of our competitors have greater financial, marketing and management resources than we have. Intense 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 states such as Florida, where premium rates for workers' compensation insurance are determined by regulation, we establish our prices for our workers' compensation policies based on the work of our actuaries, using our own data and our best judgment about loss cost trends. Historically, when competition has been intense, the amount of business we are able to write has decreased because we have not reduced our prices below levels we deem to be adequate to maintain our goal of achieving underwriting profits and out-performing the industry. As a result, our profitability during those times may decrease.

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. Our fixed income portfolio is affected by changes in interest rates. 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 equity markets, and, consequently, the value of the equity securities we own. Any significant decline in our investment income or the value of our investments as a result of falling interest rates, deterioration in the credit of companies in which we have invested, decreased dividend payment rates or general market conditions, could have an adverse effect on our net income and, as a result, on our stockholders' equity and our policyholders' surplus.

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 stockholders' equity.

Our investment strategy attempts to manage interest rate and credit risk. We primarily invest in high quality debt securities and our largest holdings are cash and short-term U. S. Government securities. We do not currently have any sub-prime mortgages, derivative securities or other credit-enhancement exposures. Due to the average credit quality of our municipal bond portfolio based on the underlying issuers' ratings, we do not expect a material impact to our financial condition relating to the financial condition of the monoline bond insurers. We invest a small portion of our portfolio 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, natural perils and regulatory conditions in California and Florida.

Our business is concentrated in California (55.1% of 2007 workers' compensation net earned premiums) and in Florida (26.1% of 2007 workers' compensation net 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. In addition, California and Florida are states that are exposed to severe natural perils, such as earthquakes and hurricanes, along with the possibility of pandemics or terrorist acts. Accordingly, we could suffer losses as a result of catastrophic events in these states. The California and Florida economies are affected by the sub-prime and real estate issues which could then affect the total payroll levels of our customers. 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 associated with greater geographic diversification.

We purchased excess of loss and catastrophe reinsurance protection up to $150 million in excess of a $5 million retention with catastrophe reinsurance protection for losses arising out of a California earthquake up to $200 million. We retain 50% of any losses between $10 million and $20 million. The risk of loss from catastrophes has not been eliminated because events may exceed the capacity of our reinsurance protection.

We rely on independent insurance agents.

The failure or inability of independent insurance agencies 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 segment is produced by approximately 1,500 licensed insurance agents. Agents 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 agents and on our ability to offer insurance programs and services that meet the requirements of their clients and customers.

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 obligations are funded by assessments that are expected to continue in the future as a result of 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.

Our ability to write business, service our customers and meet certain regulatory requirements could be adversely affected if our information systems are rendered inoperable.

Our business operations are increasingly dependent on technology-enabled systems and processes. In addition, the capture, storage and use of customer and proprietary company data and information are essential to our ongoing operations. Our information systems interface with various third-party

systems for the purpose of exchanging information and complying with an ever-increasing number of electronic regulatory requirements.

We have implemented business recovery plans and have redundant systems, which we test on a frequent basis. However, there are certain events outside of our control that could render our systems inoperable such that we would be unable to service our agents, insureds and injured workers or meet certain regulatory requirements. If such an event were to occur and our systems were unable to be restored within a reasonable timeframe, our results of operations and financial condition could be adversely affected.

Examples of these events include, but are not limited to, catastrophic and wide-spread outages, "cyber or terrorist attacks" that destroy our information or systems and the loss of a number of key IT personnel or vendors.

Litigation may have an adverse effect on our business.

We are involved in various litigation proceedings that arise in the ordinary course of our business. Disputes adjudicated in the workers' compensation administrative systems may be appealed to review boards or civil courts, depending on the issues and local jurisdictions involved. From time to time plaintiffs also sue us on theories falling outside of the exclusive jurisdiction and remedies of the workers' compensation claims adjudication systems. Certain of these legal proceedings seek injunctive relief or substantial monetary damages, including claims for punitive damages, that may not be covered by our third party reinsurance agreements. Historically the Company has not experienced any material exposure or damages from any of these legal proceedings. In addition, in the opinion of management, after consultation with legal counsel, all of our currently outstanding litigation is either without merit or the ultimate liability, if any, is not expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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, in the long-run, 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 revised 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 depends on numerous factors, including our results of operations, financial condition, capital requirements and other factors that our Board of Directors considers relevant.

State insurance laws may discourage takeover attempts that could be beneficial to us and our stockholders.

We are subject to state statutes governing insurance holding companies, which generally require that any person or entity desiring to acquire direct or indirect control of any of our insurance company subsidiaries obtain prior regulatory approval. Control would be presumed to exist under most state insurance laws with the acquisition of 10% or more of our outstanding voting securities. Applicable state insurance company laws and regulations could delay or impede a change of control of our company, which could prevent our stockholders from receiving a control premium.

ITEM 1B. Unresolved Staff Comments.

None.

ITEM 2. Properties.

We own a 130,000 square foot office facility in Woodland Hills, California which is the corporate home office of Zenith National and its subsidiaries. We also own a 120,000 square foot branch office facility in Sarasota, Florida. In the regular conduct of business, we lease offices in various cities. See Notes to Consolidated Financial Statements — Note 11 — "Commitments and Contingencies — Leases" in our 2007 Annual Report to Stockholders, which is hereby incorporated by reference. We consider our owned and leased facilities to be adequate for the needs of our organization.

ITEM 3. Legal Proceedings.

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

No matters were submitted to a vote of stockholders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock, par value $1.00 per share ("Common Stock"), is traded on the New York Stock Exchange ("NYSE") under the symbol ZNT. The table below sets forth the high and low sales prices of our Common Stock for each quarterly period as reported by the NYSE during the last two fiscal years.

Quarter		2007		2006
First:
	High	$	50.94	$	55.30
	Low		45.02		45.11
Second:
	High		51.44		48.90
	Low		45.89		37.93
Third:
	High		49.56		41.73
	Low		38.80		36.14
Fourth:
	High		46.98		47.91
	Low		37.90		39.13

As of January 31, 2008, there were 222 registered holders of record of our common stock.

The table below sets forth information with respect to the amount and frequency of dividends declared on our Common Stock. 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
December 6, 2007	Regular	$0.50 cash per share	January 31, 2008	February 14, 2008
December 6, 2007	Extra	$1.00 cash per share	December 17, 2007	December 21, 2007
September 12, 2007	Regular	$0.50 cash per share	October 31, 2007	November 15, 2007
May 24, 2007	Regular	$0.42 cash per share	July 31, 2007	August 14, 2007
February 16, 2007	Regular	$0.42 cash per share	April 27, 2007	May 11, 2007
December 7, 2006	Regular	$0.35 cash per share	January 31, 2007	February 14, 2007
September 13, 2006	Regular	$0.35 cash per share	October 31, 2006	November 15, 2006
May 24, 2006	Regular	$0.28 cash per share	July 28, 2006	August 11, 2006
February 7, 2006	Regular	$0.28 cash per share	April 28, 2006	May 12, 2006

The Holding Company Act limits the ability of Zenith Insurance to pay dividends to Zenith National, and of ZNAT Insurance to pay dividends to Zenith Insurance, by providing that the California DOI 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. Such restrictions on dividends are not cumulative. Zenith Insurance paid $115.0 million, $50.0 million, and $30.0 million in dividends to Zenith National in 2007, 2006, and 2005, respectively. In 2008, Zenith Insurance will be able to pay up to $122.1 million of dividends to Zenith National without prior approval of the California DOI. The restrictions on the payment of dividends have not had, and under current regulations are not expected to have, a material adverse impact on the ability of Zenith Insurance to pay dividends.

ITEM 6. Selected Financial Data.

"5-Year Summary of Selected Financial Information" in Zenith's 2007 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" in Zenith's 2007 Annual Report to Stockholders is hereby incorporated by reference.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

"Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations — Market Risk of Financial Instruments" in Zenith's 2007 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 2007 Annual Report to Stockholders is hereby incorporated by reference.

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

None.

ITEM 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2007.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fourth quarter that have materially affected, or are reasonably likely to materially affect, Zenith's internal control over financial reporting.

ITEM 9B. Other Information.

None.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance.

The information set forth under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Audit Committee," and "Code of Ethics for Senior Financial Officers" in the Proxy Statement distributed to stockholders in connection with Zenith's 2008 Annual Meeting of Stockholders ("Proxy Statement"), which we will file after the date this Annual Report on Form 10-K is filed, is hereby incorporated by reference.

Executive Officers of the Registrant

Name	Age	Position	Term	Executive Officer Since
Stanley R. Zax	70	Chairman of the Board and President of Zenith National; Chairman of the Board of Zenith Insurance	Annual	1977
Michael E. Jansen	41	Executive Vice President and General Counsel of Zenith National and Zenith Insurance	Annual	2006
Robert E. Meyer	58	Senior Vice President of Zenith National; Executive Vice President and Chief Actuary of Zenith Insurance	Annual	2000
Jack D. Miller	62	Executive Vice President of Zenith National; President of Zenith Insurance	Annual	1998
Davidson M. Pattiz	40	Executive Vice President of Zenith National and Zenith Insurance	Annual	2006
Keith E. Trotman	70	Executive Vice President of Zenith National and Zenith Insurance	Annual	2005
Kari L. Van Gundy	50	Senior Vice President, Chief Financial Officer, and Treasurer of Zenith National; Executive Vice President, Chief Financial Officer and Treasurer of Zenith Insurance Company	Annual	2006

Each of the executive officers is an officer of Zenith National and certain of its subsidiaries. Other than Messrs. Jansen and Pattiz and Ms. Van Gundy, each executive officer has occupied an executive position with Zenith National or a subsidiary of Zenith National for more than the past five years.

Mr. Jansen became an executive officer in January 2006. From 2003 until January 2006, Mr. Jansen was Senior Vice President and Deputy General Counsel for PacifiCare Health Systems Inc. From 1992 to 2003, Mr. Jansen held various positions including Vice President and Assistant General Counsel for Health Net, Inc. and its predecessor companies. Prior thereto, Mr. Jansen was an attorney at the firm of Skadden, Arps, Slate, Meagher & Flom LLP.

Mr. Pattiz was designated an Executive Officer in February 2006. For more than five years prior to his employment with Zenith, Mr. Pattiz was an attorney at the firm of Skadden, Arps, Slate, Meagher & Flom LLP.

Ms. Van Gundy was named Chief Financial Officer in August 2006. She rejoined Zenith as Senior Vice President, Finance in July 2006 and was designated an executive officer at that time. From October 2002 to July 2006, she was Vice President and Treasurer for GenCorp Inc. From May 1988 to September 2002, Ms. Van Gundy was employed by Zenith in various executive positions.

There are no family relationships between any of the executive officers.

ITEM 11. Executive Compensation.

The information under the captions: "Executive Compensation," "Compensation Discussion and Analysis for 2007," "Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Summary Compensation Table (2006 and 2007)," "Grants of Plan-Based Awards in 2007," "Outstanding Equity Awards at 2007 Year-End," "Option Exercises and Stock Vested in 2007," "Early Termination of Employment and Change in Control Arrangements," "Director Compensation," and "2007 Director Compensation Table" 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 and Director Independence.

The information under the captions "Independence of Directors" and "Related Person Transactions Approval Policy And Procedures" in the Proxy Statement is hereby incorporated by reference.

ITEM 14. Principal Accountant Fees and Services.

The information set forth under the caption "Information Relating to Independent Auditors and Their Fees" in the Proxy Statement is hereby incorporated by reference.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

1.: Financial Statements:

Report of Independent Registered Public Accounting Firm incorporated herein by reference from Zenith's 2007 Annual Report to Stockholders.

Consolidated Financial Statements and notes thereto incorporated herein by reference from Zenith's 2007 Annual Report to Stockholders in ITEM 8 of Part II:

Consolidated Financial Statements of Zenith National Insurance Corp. and Subsidiaries:

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Operations for the three years ended December 31, 2007

Consolidated Statements of Cash Flows for the three years ended December 31, 2007

Consolidated Statements of Stockholders' Equity for the three years ended December 31, 2007

Consolidated Statements of Comprehensive Income for the three years ended December 31, 2007

Notes to Consolidated Financial Statements

2.: Financial Statement Schedules:

See Index to Financial Statements and Schedules at page 35.

3.: Exhibits

The Exhibits listed below are included in this Report.

3.1		Amended and Restated Certificate of Incorporation of Zenith National Insurance Corp. filed with the Delaware Secretary of State on May 30, 2006. (Incorporated herein by reference to Exhibit 3.1 to Zenith's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.)
3.2		Bylaws 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 March 31, 2006.)
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 August 1, 2006. (Incorporated by reference to Exhibit 4.3 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2006.)
4.4		Indenture, dated March 21, 2003, by and between Zenith National Insurance Corp. and Wells Fargo Bank Minnesota, N.A., as Trustee. (Incorporated herein by reference to Exhibit 99.2 to Zenith's Current Report on Form 8-K dated March 21, 2003.)
*10.1		Zenith National Insurance Corp. 2004 Restricted Stock Plan (as amended and restated May 24, 2006). (Incorporated herein by reference to Exhibit 10.2 to Zenith's Current Report on Form 8-K filed on May 26, 2006.)
*10.2		Zenith National Insurance Corp. 2004 Restricted Stock Plan, Form of Award Agreement for Non-Employee Directors. (Incorporated herein by reference to Exhibit 10.5 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)
*10.3		Zenith National Insurance Corp. 2004 Restricted Stock Plan, Form of Award Agreement for Employees. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)
*10.5		Employment Agreement dated January 23, 2006 between Zenith National Insurance Corp. and Michael E. Jansen. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K filed on January 24, 2006.)
*10.6		Employment Agreement, dated October 12, 2004, between Zenith National Insurance Corp. and Robert E. Meyer. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Report on Form 8-K dated October 12, 2004.)
*10.7		Employment Agreement, dated October 12, 2004, between Zenith National Insurance Corp. and Jack D. Miller. (Incorporated herein by reference to Exhibit 10.2 to Zenith's Report on Form 8-K dated October 12, 2004.)
*10.8		Employment Agreement dated September 12, 2005 between Zenith National Insurance Corp. and Davison Pattiz. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K filed on February 9, 2006.)
*10.9		Amendment No. 1 dated February 9, 2006 to Employment Agreement dated September 12, 2005 between Zenith National Insurance Corp. and Davidson Pattiz. (Incorporated herein by reference to Exhibit 10.2 to Zenith's Current Report on Form 8-K filed on February 9, 2006.)
*10.10		Employment Agreement dated May 24, 2006 between Zenith National Insurance Corp. and Kari L. Van Gundy. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K filed on May 26, 2006.)
*10.11		Compensation of Keith E. Trotman, Executive Officer. Mr. Trotman serves as an Executive Officer without an employment agreement and is eligible for bonuses under the Executive Officer Bonus Plan, an automobile allowance or lease and for employee benefits that are generally available to all full time regular employees. His annual base salary is established from time to time by the Compensation Committee.

*10.12		Establishment by the Compensation Committee of an annual base salary of $550,000 for Keith E. Trotman, effective January 1, 2007. (The information in Item 5.02 of Zenith's Current Report on Form 8-K filed December 11, 2006 is incorporated herein by reference.)
*10.13		Amended and Restated 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.)
*10.14		Amendment No. 1 to the Amended and Restated Employment Agreement between Zenith National Insurance Corp. and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K dated October 12, 2004.)
*10.15		Establishment by the Compensation Committee of an annual base salary of $2,500,000 for Stanley R. Zax, effective January 1, 2008. (The information in Item 5.02 of Zenith's Current Report on Form 8-K filed December 12, 2007 is incorporated herein by reference.)
*10.16		Amended and Restated Zenith National Insurance Corp. Executive Officer Bonus Plan dated February 12, 2003. (Incorporated herein by reference to Exhibit 10.5 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.)
*10.17		Zenith National Insurance Corp.'s revised policy on non-business use of the company-owned aircraft by executive officers and imputation of income therefore. (The information under the caption "Company-Owned Aircraft Usage Policy" in Item 1.01 of Zenith's Current Report on Form 8-K filed on May 26, 2006 is incorporated herein by reference.)
*10.18		Zenith National Insurance Corp. 2003 Non-Employee Director Deferred Compensation Plan dated May 20, 2003. (Incorporated herein by reference to Exhibit 10.38 to Zenith's Registration Statement on Form S-1 filed July 18, 2003.)
*10.19		Amendment No. 1 to Zenith National Insurance Corp. 2003 Non-Employee Director Deferred Compensation Plan dated May 20, 2003. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Current Report on Form 8-K dated December 3, 2004.)
*10.20		2003 Non-Employee Director Deferred Compensation Plan, Form of Deferred Compensation Agreement. (Incorporated herein by reference to Exhibit 10.42 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2004.)
*10.21		Compensation of Non-Employee Directors (updated February 2006). (Incorporated herein by reference to Exhibit 10.4 to Zenith's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2006.)
10.22		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.)

10.23		Workers' Compensation and Employers' Liability Excess of Loss Reinsurance Agreement between Employers Reinsurance Corporation, Zenith Insurance Company, ZNAT Insurance Company and Zenith Star Insurance Company 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.)
10.24		Amendment No. 4 to the Workers' Compensation and Employers' Liability Excess of Loss Reinsurance Agreement of July 1, 2002, between Employers Reinsurance Corporation and Zenith Insurance Company, ZNAT Insurance Company and Zenith Star Insurance Company. (Incorporated herein by reference to Exhibit 10.9 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
10.25		Workers' 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.)
10.26		Credit Agreement, dated as of February 16, 2007, between Zenith National Insurance Corp., and Bank of America, N.A.. (Incorporated by reference to Exhibit 10.39 to Zenith's Annual Report on Form 10-K for the year ended December 31, 2006.)
10.27		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.)
11		Statement recomputation of per share earnings. (Incorporated herein by reference to Notes to Consolidated Financial Statements — Note 14 —"Earnings and Dividends Per Share" in Zenith's 2007 Annual Report to Stockholders.)
‡13		Zenith's Annual Report to Stockholders for the year ended December 31, 2007, 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, a copy of which is filed herewith as Exhibit 21.
‡23.1		Consent of PricewaterhouseCoopers LLP, dated February 21, 2008. (Incorporated herein by reference to page F-1 of this Annual Report on Form 10-K.)
‡31.1		Certification of the Chief Executive Officer pursuant to Exchange Rule 13a-14(a) or Rule 15d-14(a), a copy of which is filed herewith as Exhibit 31.1.
‡31.2		Certification of the Chief Financial Officer pursuant to Exchange Rule 13a-14(a) or Rule 15d-14(a), a copy of which is filed herewith as Exhibit 31.2.
‡32		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350, a copy of which is filed herewith as Exhibit 32.

*: Management contract or compensatory plan or arrangement.
‡: Filed with this Annual Report on Form 10-K. (certain exhibits in electronic version only)

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 February 21, 2008.


		ZENITH NATIONAL INSURANCE CORP.
		By:		/s/ STANLEY R. ZAX Stanley R. Zax Chairman of the Board and President

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 February 21, 2008.

/s/ STANLEY R. ZAX Stanley R. Zax		Chairman of the Board and President (Principal Executive Officer)
/s/ MAX M. KAMPELMAN Max M. Kampelman		Director
/s/ ROBERT J. MILLER Robert J. Miller		Director
/s/ LEON E. PANETTA Leon E. Panetta		Director
/s/ CATHERINE B. REYNOLDS Catherine B. Reynolds		Director
/s/ ALAN I. ROTHENBERG Alan I. Rothenberg		Director
/s/ WILLIAM S. SESSIONS William S. Sessions		Director
/s/ GERALD TSAI, JR. Gerald Tsai, Jr.		Director
/s/ MICHAEL WM. ZAVIS Michael Wm. Zavis		Director
/s/ KARI L. VAN GUNDY Kari L. Van Gundy		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Zenith National Insurance Corp. and Subsidiaries
Index to Financial Statements and Schedules

		Page
Consent of Independent Registered Public Accounting Firm		F-1
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules		F-2
Financial Statement Schedules
I	Summary of Investments — Other Than Investments in Related Parties	F-3
II	Condensed Financial Information of Registrant (Parent Company)	F-4
	Balance Sheets	F-4
	Statements of Operations	F-5
	Statements of Cash Flows	F-6
	Notes to Condensed Financial Information of Registrant	F-7
III	Supplemental Insurance Information	F-10
IV	Reinsurance	F-11
V	Valuation and Qualifying Accounts	F-11

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos. 33-22219, 333-115902, 333-134531 and 333-143511) of Zenith National Insurance Corp. of our report dated February 13, 2008 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the 2007 Annual Report to Stockholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 13, 2008 relating to the financial statement schedules, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Los Angeles, California
February 21, 2008

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULES

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

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 13, 2008 appearing in the 2007 Annual Report to Stockholders of Zenith National Insurance Corp. (which report, consolidated financial statements and assessment 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 13, 2008

F-2

SCHEDULE I — SUMMARY OF INVESTMENTS —

OTHER THAN INVESTMENTS IN RELATED PARTIES

ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

December 31, 2007

Column A			Column B		Column C		Column D
Type of investment			Cost (1)		Fair Value		Amount at Which Shown in the Balance Sheet (2)
			(Dollars in thousands)
Fixed maturity investments:
	Bonds:
		United States Government and government agencies and authorities	$	298,538	$	303,102	$	299,534
		States, municipalities and political subdivisions		145,691		146,315		146,657
		Public utilities		57,066		57,781		57,781
		Foreign governments		5,000		5,047		5,000
		All other corporate bonds		1,094,182		1,093,644		1,093,330
	Redeemable preferred stocks			5,600		4,946		4,946

		Total fixed maturity investments		1,606,077		1,610,835		1,607,248
Equity investments:
	Common stocks:
		Banks, trust and insurance companies		23,801		20,433		20,433
		Industrial, misc. and all other		36,175		56,986		56,986
	Nonredeemable preferred stocks			250		250		250

		Total equity investments		60,226		77,669		77,669
Short-term investments				485,914		485,914		485,914
Other investments				19,688		19,688		19,688

		Total investments	$	2,171,905	$	2,194,106	$	2,190,519

(1): Original cost for equity investments. Original cost reduced by repayments and adjusted for amortization of premiums or accretion of discounts for fixed maturity investments.
(2): Amount shown in the balance sheet may differ from cost or fair value for fixed maturity investments depending on the classification of the underlying investments in accordance with Statement of Financial Accounting Standards No. 115 — "Accounting for Investments in Certain Debt and Equity Securities."

F-3

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

ZENITH NATIONAL INSURANCE CORP.

BALANCE SHEETS

			December 31,
(Dollars and shares in thousands)			2007			2006
ASSETS:
Investments:
	Short-term investments (at cost or amortized cost, which approximates fair value)		$	83,532		$	64,354
	Fixed maturity investments, at fair value (amortized cost $4,848)						4,925

Total investments				83,532			69,279
Cash				104			120
Investment in subsidiaries				1,075,319			951,301
Other assets				17,121			17,256

		Total assets	$	1,176,076		$	1,037,956

LIABILITIES:
Convertible senior notes payable			$	1,135		$	1,129
Subordinated debentures				77,127			77,117
Dividend payable to stockholders				18,780			13,075
Income tax payable							407
Other liabilities				5,677			5,508

		Total liabilities		102,719			97,236

Commitments and contingencies (see Note 3)
STOCKHOLDERS EQUITY:
Preferred stock, $1 par 1,000 shares authorized; none issued or outstanding in 2007 and 2006
Common stock, $1 par 100,000 shares authorized; issued 44,802 in 2007 and 44,722 in 2006; outstanding 37,107 in 2007 and 37,027 in 2006				44,802			44,722
Additional paid-in capital				464,932			459,103
Retained earnings				718,175			590,715
Accumulated other comprehensive income				12,100			12,832

				1,240,009			1,107,372
Treasury stock, at cost (7,695 shares in 2007 and 2006)				(166,652	)		(166,652	)

		Total stockholders' equity		1,073,357			940,720

		Total liabilities and stockholders' equity	$	1,176,076		$	1,037,956

The accompanying notes are an integral part of these financial statements.

F-4

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

ZENITH NATIONAL INSURANCE CORP.

STATEMENTS OF OPERATIONS

		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005
Net investment income		$	3,445		$	3,028		$	2,637
Realized gains on investments			259			117			2,206

	Total revenues		3,704			3,145			4,843

Operating expenses			7,261			6,652			7,471
Interest expense			5,444			5,474			8,956
Payment regarding conversion of convertible senior notes									4,710

	Total expenses		12,705			12,126			21,137

Loss from continuing operations after tax and before income tax benefit and equity in earnings of subsidiaries			(9,001	)		(8,981	)		(16,294	)
Income tax benefit			(3,201	)		(3,191	)		(5,485	)

Loss from continuing operations after tax and before equity in earnings of subsidiaries			(5,800	)		(5,790	)		(10,809	)
Gain on sale of discontinued real estate segment, net of income tax expense of $675									1,253

Loss after tax and before equity in earnings of subsidiaries			(5,800	)		(5,790	)		(9,556	)
Equity in earnings of subsidiaries			239,700			264,490			167,256

Net income		$	233,900		$	258,700		$	157,700

The accompanying notes are an integral part of these financial statements.

F-5

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

ZENITH NATIONAL INSURANCE CORP.

STATEMENTS OF CASH FLOWS

			Year Ended December 31,
(Dollars in thousands)			2007			2006			2005
Cash flows from operating activities:
	Investment income received		$	1,720		$	3,384		$	2,918
	Operating expenses paid			(1,831	)		(403	)		(4,692	)
	Interest paid			(5,392	)		(5,432	)		(10,299	)
	Income tax recovered (paid)			2,410			(267	)		22,537
	Cash paid regarding conversion of Convertible Notes									(4,710	)

	Net cash (used in) provided by operating activities			(3,093	)		(2,718	)		5,754

Cash flows from investing activities:
	Purchases of investments:
		Fixed maturity securities available-for-sale								(49,772	)
	Proceeds from sales of investments:
		Fixed maturity securities available-for-sale		4,987			38,918			37,165
		Equity securities available-for-sale								1,639
	Net (increase) decrease in short-term investments			(17,281	)		(43,091	)		9,664
	Dividends received from Zenith Insurance			115,000			50,000			30,000
	Proceeds from sale of discontinued real estate segment									1,928
	Other, net			8			6			(398	)

	Net cash provided by investing activities			102,714			45,833			30,226

Cash flows from financing activities:
	Cash dividends paid to common stockholders			(100,174	)		(43,241	)		(29,472	)
	Net proceeds from exercise of stock options			196			227			4,296
	Purchase of treasury shares									(10,886	)
	Repurchase of redeemable securities						(500	)
	Excess tax benefit on stock-based compensation			341			273

	Net cash used in financing activities			(99,637	)		(43,241	)		(36,062	)

Net decrease in cash				(16	)		(126	)		(82	)
Cash at beginning of year				120			246			328

Cash at end of year			$	104		$	120		$	246

Reconciliation of net income to net cash flows (used in) provided by operating activities:
	Net income		$	233,900		$	258,700		$	157,700
	Equity in income of subsidiaries			(239,700	)		(264,490	)		(167,256	)
	Gain on sale of discontinued real estate segment									(1,253	)
	(Decrease) increase in income tax payable			(791	)		(3,458	)		17,052
	Other			3,498			6,530			(489	)

	Net cash (used in) provided by operating activities		$	(3,093	)	$	(2,718	)	$	5,754

The accompanying notes are an integral part of these financial statements.

F-6

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

ZENITH NATIONAL INSURANCE CORP.

NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

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 (collectively, "Zenith"). Certain prior year amounts in the condensed financial statements have been reclassified to conform to the current year presentation.

NOTE 1. Investment In Subsidiaries

Zenith National owns, directly or indirectly, 100% of the outstanding stock of Zenith Insurance Company ("Zenith Insurance"); ZNAT Insurance Company; Zenith of Nevada, Inc. (formerly, Perma-Bilt, a Nevada corporation ("Perma-Bilt")); and Zenith National Insurance Capital Trust I ("Trust"). These investments are included in the accompanying condensed financial statements on the equity basis of accounting. Included in investment in subsidiaries at December 31, 2007 and 2006 was $2.0 million of the unamortized excess of cost over underlying net tangible assets of companies acquired prior to 1970, which is considered to have continuing value.

Zenith National also owns $16.5 million of the Trust's 8.55% Capital Securities, which are included in other assets and interest earned thereon is recorded as an offset to interest expense.

In 2002, we sold our home-building business and related real estate assets in Las Vegas, Nevada to MTH-Homes Nevada, Inc. ("MTH Nevada"), a wholly-owned subsidiary of Meritage Corporation. In addition to the consideration received in 2002, we were entitled 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, 2004 and 2005. We recorded additional gains for all three twelve month periods, including $1.9 million ($1.3 million after tax) in 2005 upon receipt of the last payment under the earn-out of the sale agreement.

We file a consolidated income tax return. Our equity in the income of our subsidiaries is net of a provision for income tax expense of $132.2 million, $145.3 million, and $87.8 million for the years ended December 31, 2007, 2006, and 2005, respectively. We have a tax allocation agreement with our subsidiaries and the 2007, 2006, and 2005 condensed financial information of the parent company reflects Zenith National's portion of the consolidated tax.

NOTE 2. Debt

Convertible Senior Notes Payable. On March 21, 2003, we issued $125.0 million aggregate principal amount of 5.75% Convertible Senior Notes due March 30, 2023 ("Convertible Notes") in a private placement, from which we received net proceeds of $120.0 million. In 2005, a total $123.8 million of aggregate principal amount of the Convertible Notes were converted into shares of our common stock. We paid $4.7 million in cash as an incentive for certain of these conversions.

On January 31, 2008 we called the remaining $1.2 million of Convertible Notes for redemption on March 31, 2008, to be paid in cash at a price of $1,016.429 per $1,000.00 principal amount of each note, plus accrued interest. The holders of the Convertible Notes may, at their option, convert their notes into shares of our common stock at a conversion rate of 59.988 shares per $1,000 principal amount of notes at any time prior to 5:00 pm, New York City time, on March 27, 2008. Upon conversion, we will have the right to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of common stock. The maximum number of shares that could be issued upon conversion of the remaining Convertible Notes is approximately 69,000.

Issue costs and discount of $5.0 million are being amortized using the effective interest method over the time from issuance to March 30, 2010, the first date that the holder of a Convertible Note

F-7

could elect to have the notes repurchased by us. During the years ended December 31, 2007, 2006, and 2005, $0.1 million, $0.1 million, and $3.5 million, respectively, of interest, issue costs and discount were expensed.

Subordinated Debentures. At December 31, 2007 and 2006, we had $77.3 million aggregate principal amount of the 8.55% Subordinated Deferrable Interest Debentures due 2028 ("Subordinated Debentures") outstanding, all of which were held by the Trust. The semi-annual interest payments on the Subordinated Debentures may be deferred by us for up to ten consecutive semi-annual periods. The Subordinated Debentures are redeemable at any time by us at 100% of the principal amount of the Subordinated Debentures plus a "make-whole premium," if any, together with accrued and unpaid interest. The make-whole premium is the excess of the then present value of the remaining scheduled payments of principal and interest over 100% of the principal amount. The issue cost and discount on the Subordinated Debentures of $1.7 million are being amortized over the term of the Subordinated Debentures. During each of the years ended December 31, 2007, 2006, and 2005, $6.7 million of interest and issue costs were expensed. The Subordinated Debentures are subordinated to all other indebtedness of Zenith National.

Aggregate Maturities

At December 31, 2007, the aggregate maturities for all of our long-term borrowings for each of the five years and thereafter were as follows:


(Dollars in thousands)	Convertible Notes		Subordinated Debentures		Total

Maturing In:
2008	$	1,150			$	1,150
2009
2010
2011
2012
Thereafter			$	77,320		77,320

Total	$	1,150	$	77,320	$	78,470

The maturity of the remaining outstanding Convertible Notes is presented as being due in 2008 because we have called the Convertible Notes for redemption in the first quarter 2008.

Bank Line of Credit. At December 31, 2007, we had a $30.0 million revolving credit agreement with a bank with an expiration date of February 16, 2010. Interest is payable on any outstanding loans at either the bank's prime rate or a rate based on Eurodollar deposit rates plus a specified margin depending on our credit rating. This credit agreement contains covenants that require, among other things, that we maintain certain financial ratios, including a minimum amount of capital in our insurance subsidiaries, a maximum debt-to-total capitalization ratio and a minimum interest coverage ratio. We were in compliance with all of these covenants at December 31, 2007.

There were no outstanding borrowings under the bank line of credit in 2007 and 2006. We currently do not anticipate the need to draw on our available line of credit because our current cash and available invested assets are sufficient for any foreseeable requirements.

NOTE 3. Commitments and Contingencies

Litigation. We are involved in various litigation proceedings that arise in the ordinary course of our business. Disputes adjudicated in the workers' compensation administrative systems may be appealed to review boards or civil courts, depending on the issues and local jurisdictions involved. From

F-8

time to time plaintiffs also sue us on theories falling outside of the exclusive jurisdiction and remedies of the workers' compensation claims adjudication systems. Certain of these legal proceedings seek injunctive relief or substantial monetary damages, including claims for punitive damages, that may not be covered by our third party reinsurance agreements. Historically the Company has not experienced any material exposure or damages from any of these legal proceedings. In addition, in the opinion of management, after consultation with legal counsel, all of our currently outstanding litigation is either without merit or the ultimate liability, if any, is not expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

NOTE 4. Other Comprehensive Income

Other comprehensive income is comprised of changes in unrealized appreciation on investments classified as available-for-sale. The following table summarizes the components of accumulated other comprehensive income:


	December 31,
(Dollars in thousands)	2007			2006

Net unrealized appreciation on investments, before tax	$	18,614		$	19,742
Deferred tax expense		(6,514	)		(6,910	)

Total accumulated other comprehensive income	$	12,100		$	12,832

NOTE 5. Exercise of Stock Options Using Previously Acquired Shares

An employee exercised his option to purchase from Zenith National a total of 1,198,500 shares of Zenith National's common stock in 2005 at an exercise price of $15.75 per share using previously owned shares to pay the purchase price. In connection with the exercises, the employee arranged with us to withhold shares from the shares acquired upon exercise of the option as reimbursement of withholding taxes due.

The following table sets forth these transactions:


(Dollars and shares in thousands, except per share data)	September 2005		February 2005

Shares of common stock purchased		268		931
Exercise price per share	$	15.75	$	15.75
Aggregate exercise price	$	4,219	$	14,657
Number of shares tendered by employee in lieu of cash payment of aggregate exercise price		99		432
Number of shares withheld for withholding taxes due		78		225
Value of shares tendered by employee in lieu of cash payment of aggregate exercise price	$	4,219	$	14,657
Value of shares withheld for withholding taxes due		3,341		7,545

These exercises of stock options had no effect on cash or stockholders' equity in 2005 because the increase in treasury stock for the shares tendered was offset by an increase in common stock and an increase in additional paid-in capital for the shares issued.

The shares withheld by us in lieu of cash payment to reimburse us for withholding taxes decreased stockholders' equity by increasing treasury stock and decreasing cash.

F-9

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION

ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

								Column E
				Column C				Column E					Column H
Column A		Column B		Column C		Column D		Other Policy Claims and Benefits Payable	Column F		Column G		Column H		Column I		Column J		Column K
Column A		Column B		Future Policy Benefits, Losses, Claims and Loss Expenses		Column D			Column F		Column G		Benefits, Claims, Losses and Settlement Expenses		Column I		Column J		Column K
Segment		Deferred Policy Acquisition Costs				Unearned Premiums			Premium Revenue		Net Investment Income		Benefits, Claims, Losses and Settlement Expenses		Amortization of Deferred Policy Acquisition Costs		Other Operating Expenses		Premiums Written
(Dollars in thousands)
Year Ended December 31, 2007
Property and Casualty:
	Workers' compensation	$	9,538	$	1,390,643	$	61,950		$	738,196			$	249,290	$	123,073	$	123,091	$	717,154
	Reinsurance				62,727					336				3,554		19		424		336

			9,538		1,453,370		61,950			738,532				252,844		123,092		123,515		717,490
Investment											$	114,863
Parent																		7,261

	Total	$	9,538	$	1,453,370	$	61,950		$	738,532	$	114,863	$	252,844	$	123,092	$	130,776	$	717,490

2006
Property and Casualty:
	Workers' compensation	$	12,617	$	1,416,005	$	82,992		$	931,739			$	292,160	$	145,833	$	128,770	$	901,108
	Reinsurance				106,275					12,478				30,624		1,320		1,042		2,661

			12,617		1,522,280		82,992			944,217				322,784		147,153		129,812		903,769
Investment											$	106,294
Parent																		6,652

	Total	$	12,617	$	1,522,280	$	82,992		$	944,217	$	106,294	$	322,784	$	147,153	$	136,464	$	903,769

2005
Property and Casualty:
	Workers' compensation								$	1,114,194			$	590,738	$	164,769	$	116,433	$	1,092,790
	Reinsurance									64,506				113,132		6,366		1,191		67,143

										1,178,700				703,870		171,135		117,624		1,159,933
Investment											$	79,200
Parent																		12,181

	Total								$	1,178,700	$	79,200	$	703,870	$	171,135	$	129,805	$	1,159,933

F-10

SCHEDULE IV — REINSURANCE
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

									Column F
			Column C		Column D				Percentage of Amount Assumed to Net Percentage
	Column B		Column C		Column D		Column E
Column A	Column B		Ceded to Other Companies		Assumed From Other Companies		Column E
Column A	Gross Amount						Net Amount
(Dollars in thousands)	Gross Amount						Net Amount
Year Ended December 31,
2007
Premiums earned	$	756,965	$	23,323	$	4,890	$	738,532	0.7	%
2006
Premiums earned		964,131		38,447		18,533		944,217	2.0
2005
Premiums earned		1,148,775		46,580		76,505		1,178,700	6.5

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

Column A	Column B		Column C			Column D		Column E
			Additions
(Dollars in thousands)	Balance at Beginning of Year		Charged to Costs and Expenses		Charged to Other Accounts	Deductions (1)		Balance at End of Year
Year Ended December 31,
2007
Allowance for uncollectible premiums			$	585		$	435	$	150
Provision for uncollectible reinsurance recoverable
2006
Allowance for uncollectible premiums	$	77		731			808
Provision for uncollectible reinsurance recoverable
2005
Allowance for uncollectible premiums		192		3,677			3,792		77
Provision for uncollectible reinsurance recoverable		3,000		3,000			6,000

(1): Deductions represent amounts determined to be uncollectible and written-off.

F-11

ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

EXHIBIT INDEX

Number		Exhibit
13		Zenith's Annual Report to Stockholders for the year ended December 31, 2007, 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
31.1		Certification of Chief Executive Officer pursuant to Exchange Rule 13a-14(a) or Rule 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Exchange Rule 13a-14(a) or Rule 15d-14(a).
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

QuickLinks

PART I

ITEM 1. Business. General

ITEM 1B. Unresolved Staff Comments.

ITEM 2. Properties.

ITEM 3. Legal Proceedings.

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

PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

ITEM 6. Selected Financial Data.

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

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

ITEM 8. Financial Statements and Supplementary Data.

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

ITEM 9A. Controls and Procedures.

ITEM 9B. Other Information.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance.

ITEM 11. Executive Compensation.

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

ITEM 13. Certain Relationships and Related Transactions and Director Independence.

ITEM 14. Principal Accountant Fees and Services.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

2007 ANNUAL REPORT

ZENITH NATIONAL INSURANCE CORP.

FINANCIAL HIGHLIGHTS

Year Ended December 31,	2007			2006			2005

RESULTS OF OPERATIONS:		(Dollars in thousands, except per share data)
Total revenues	$	873,748		$	1,063,888		$	1,280,124
Net investment income after tax		76,501			70,926			53,358
Realized gains on investments after tax		13,229			8,695			14,446
Income from continuing operations after tax	$	233,900		$	258,700		$	156,447
Gain on sale of discontinued real estate segment after tax (1)								1,253

Net income	$	233,900		$	258,700		$	157,700

PER SHARE DATA (2):
Income from continuing operations after tax	$	6.27		$	6.96		$	4.29
Gain on sale of discontinued real estate segment after tax (1)								0.03

Net income	$	6.27		$	6.96		$	4.32

Cash dividends declared per common share (3)	$	2.84		$	1.26		$	0.94
KEY STATISTICS:
Underwriting income (loss) before tax (4):
Workers' compensation	$	243,832		$	313,576		$	213,244
Reinsurance (5)		(3,661	)		(20,508	)		(56,183	)
Combined ratios (6):
Workers' compensation		67.0%			66.3%			80.9%
Reinsurance (5)		NM			264.4%			187.1%
Stockholders' equity	$	1,073,357		$	940,720		$	712,795
Stockholders' equity per share		28.93			25.41			19.14
Closing common stock price		44.73			46.91			46.12

NM=		Not Meaningful
(1)		In 2002, we sold our home-building business and related real estate assets. In 2005, the last payment under the earn-out provision of the sale agreement was received resulting in a gain of $1.9 million before tax ($1.3 million after tax).
(2)		Diluted per share amounts reflect the impact of additional shares issuable in connection with our 5.75% Convertible Senior Notes.
(3)		Includes an extra dividend of $1.00 per common share declared and paid in December 2007.
(4)		Underwriting income (loss) before tax from the workers' compensation and reinsurance segments is determined by deducting loss and loss adjustment expenses incurred and underwriting and other operating expenses from net premiums earned.
(5)		In September 2005, we exited the assumed reinsurance business and ceased writing and renewing assumed reinsurance contracts, with all contracts fully expired at the end of 2006. The results of the reinsurance segment in 2007 consist primarily of changes to loss reserve estimates for the 2005 hurricanes.
(6)		The combined ratio, expressed as a percentage, is a key measurement of profitability traditionally used in the property-casualty insurance business. The combined ratio, also referred to as the "calendar year combined ratio," is the sum of the loss and loss adjustment expense ratio and the underwriting and other operating expense ratio. The loss and loss adjustment expense ratio is the percentage of net loss and loss adjustment expenses incurred to net premiums earned. The underwriting and other operating expense ratio is the percentage of underwriting and other operating expenses to net premiums earned. The key operating goal for our workers' compensation segment is to achieve substantial underwriting profits and significantly out-perform the national workers' compensation industry.

TABLE OF CONTENTS

•	Letter to Stockholders	3
•	Accident Year Reserve Development From Operations	19
•	Stock Price Performance	20
•	Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations	21
•	5-Year Summary of Selected Financial Information	44
•	Consolidated Balance Sheets	46
•	Consolidated Statements of Operations	47
•	Consolidated Statements of Cash Flows	48
•	Consolidated Statements of Stockholders' Equity and Consolidated Statements of Comprehensive Income	50
•	Notes to Consolidated Financial Statements	51
•	Report of Independent Registered Public Accounting Firm	73
•	Certifications and Management's Report on Internal Controls over Financial Reporting	74
•	Corporate Directory
	Zenith National Insurance Corp.	78
	Zenith Insurance Company	79
	Zenith Office Locations	80

TheZenith and Zenith are registered U.S. trademarks.

TO OUR STOCKHOLDERS

It is a pleasure to report that we achieved another year of excellent results in 2007. Workers' compensation underwriting performance was superb with a combined ratio of 67.0%, compared to 66.3% the prior year. TheZenith continues to out-perform the industry's combined ratios of 98.5% and 95.0% for 2007 and 2006, respectively.

Net income was $233.9 million or $6.27 per share compared to $258.7 million or $6.96 per share the prior year. Investment income after tax grew 8% to $76.5 million and our net worth exceeded $1 billion for the first time. Most important, we have a conservative investment portfolio without exposure to sub-prime or other securities which have caused problems for many financial institutions.

Stockholders' dividends were increased twice in 2007 to an annual rate of $2.00 per share. Our financial strength provides the ability to continue to invest in improving our service strategy for all of our policyholders and provides the financial flexibility to operate in the long-term best interests of our stockholders. In this regard, it is possible that we have "excess capital" as some have suggested. If so, it is appropriate to consider this issue gradually over time in order to better evaluate our opportunities and choices. In the meantime, for the first time our Board paid an extra cash dividend of $1.00 per share to all stockholders in December 2007.

Declining claim frequency and modest claim severity have created deflation and/or a sharp slowdown in the level of claim inflation in recent workers' compensation accident years. These favorable short-term trends have been caused by the California and Florida legislative reforms and have resulted in low combined ratios and substantial underwriting profitability. Hindsight indicates that we were conservative in recognizing the full impact of these benefits and therefore favorable reserve development has added significantly to net income during the past two years. Future reserve development, favorable or unfavorable, will be dependent upon new data relating to the frequency of serious claims for prior accident years and long-term inflation/deflation trends. In addition to favorable reserve development, current profit margins from underwriting are substantial.

Pricing is down significantly as a result of the favorable trends and industry earnings, particularly in California and Florida, resulting in reduced premiums. Though we feel very good about our risk management practices, we are not immune to competition. We compete against many firms, both larger and smaller, with diverse game plans regarding profit and service. During the past three years, our policy count is down 12% and our premiums in-force are down 36%, however, our insured payroll increased 2%. In comparison, the number of expensive claims (those involving permanent disability) is down about 13% and severity has also declined. The result is that during this

STOCKHOLDERS' EQUITY, PLUS STOCKHOLDERS' DIVIDENDS, HAS GROWN AT AN ANNUAL RATE OF 32.6% FOR FIVE YEARS.

period our claim costs have declined to a greater extent than premiums, resulting in favorable earnings and return on equity.

Our specialist strategy, including our underwriting discipline, has resulted in a long-term record of significantly out-performing our competitors. We intend to continue this focus as we search for opportunities to enhance long-term stockholder value. There is no crystal ball to predict when industry pricing will change, but common sense suggests pricing has reached near bottom and will trend upward in the not too distant future, particularly in California.

Zenith's talented, qualified employees are our greatest asset and the source of our responsive customer service, record low loss ratios, financial stability and future growth. Management appreciates their contribution and supports our employee partners through ongoing training and career development, advancement from within from among the most promising, and competitive compensation and benefits. Likewise, testimony to their confidence in Zenith, 1,085 or 68% of our 1,600 employees own stock in the Company.

FIVE YEAR SUMMARY — 2003 TO 2007


December 31	Total Assets		Stockholders' Equity		Stockholders' Equity Per Share		Return on Average Equity

			(Dollars in thousands, except per share)
2003	$	2,023,704	$	383,246	$	13.51	18.8%
2004		2,414,655		502,147		17.28	27.2
2005		2,717,456		712,795		19.14	26.3
2006		2,767,553		940,720		25.41	31.8
2007		2,772,980		1,073,357		28.93	22.9

FINANCIAL PERFORMANCE — 2007 & 2006

•: Net Income Per Share: $6.27 v. $6.96
•: Net Investment Income: +8.1%
•: Workers' Compensation Underwriting Income: $243.8 million v. $313.6 million
•: Workers' Compensation Combined Ratio: 67.0% v. 66.3%
•: Stockholders' Equity: +14.1%
•: Return on Average Equity: 22.9% v. 31.8%
•: Stockholders' Dividends Declared: +125.4%

STOCKHOLDERS' EQUITY PER SHARE

FINANCIAL SUMMARY

The following table summarizes pre-tax workers' compensation segment income and reinsurance segment loss during the past three years:


Segment Income (Loss)	2007			2006			2005

	(Dollars in thousands)
Workers' Compensation	$	243,832		$	313,576		$	213,244
Reinsurance*		(3,661	)		(20,508	)		(56,183	)

*We exited the reinsurance business in 2005.

2007 results compared to 2006 in several key areas were as follows:

1. Net Income:

•: Net income decreased by $24.8 million in 2007 to $233.9 million, but was our second most profitable year. Only 2006 was higher at $258.7 million.

2. Investments:

•: Consolidated net investment income after tax and after interest expense was $73.1 million, or $1.96 per share, in 2007 compared to $67.5 million, or $1.82 per share, in 2006. Average yields on our investment portfolio in 2007 were 5.2% before tax and 3.4% after tax compared to 4.8% and 3.2%, respectively, in 2006.
•: During 2007, Zenith recognized capital gains before tax of $20.4 million compared to $13.4 million the prior year.
•: Net unrealized gains in our investment portfolio were $22.2 million before tax at year-end 2007 compared to $19.1 million before tax at year-end 2006.
•: Zenith's investment portfolio is recorded in the financial statements primarily at fair value and was $2.2 billion at year-end. Average maturity of the fixed maturity portfolio was 3.9 years at December 31, 2007 compared to 3.7 years at December 31, 2006. The portfolio quality is high, with 94% and 93% of fixed maturity securities rated investment grade at December 31, 2007 and 2006, respectively.
•: Investment income before tax increased by $8.6 million in 2007 to $114.9 million.

OUR SPECIALIST STRATEGY, INCLUDING OUR UNDERWRITING DISCIPLINE, HAS RESULTED IN A LONG-TERM RECORD OF SIGNIFICANTLY OUT-PERFORMING OUR COMPETITORS.

3. Workers' Compensation:

•: Workers' compensation underwriting results decreased by $69.7 million in 2007, but continued at a very profitable level of $243.8 million.
•: Workers' compensation 2007 calendar year combined ratio was 67.0% compared to 66.3% the prior year, significantly out-performing the industry.
•: Favorable workers' compensation prior accident year loss reserve development was $113.4 million in 2007 compared to $161.3 million the prior year.
•: Workers' compensation accident year combined ratio was 84.4% in 2007 compared to 80.0% the prior year (excludes reserve development and changes in policyholders' dividends for prior accident years).

4. Financial Strength:

•: Zenith has a very low level of debt compared to the industry.
•: Stockholders' equity at December 31, 2007 was $1.1 billion compared to $940.7 million at December 31, 2006, a 14.1% increase.
•: Stockholders' equity, plus stockholders' dividends, has grown at an annual rate of 25.4% for one year, 35.9% for three years and 32.6% for five years.
•: Stockholders' equity per share was $28.93 at December 31, 2007 compared to $25.41 at December 31, 2006.
•: Dividends declared to stockholders, including a year-end extra cash dividend of $1.00 per share, were $106.4 million in 2007 compared to $47.0 million for the prior year. Our payout ratio as a percentage of net income is among the highest in the property-casualty industry.

RESERVES

Information in the table on page 19 provides estimates of Zenith's net incurred loss and loss adjustment expenses for our workers' compensation and reinsurance segments by accident year, evaluated in the year they were incurred and as they were subsequently evaluated in succeeding years. These data are of critical importance in judging the historical accuracy of our reserve estimates as well as providing a guide to setting fair prices and rates. The accuracy of reserve estimates is one of our major business risks which we endeavor to manage professionally. It is not realistic to believe that 100% accuracy is achievable when forecasting the future. As a result, loss reserve estimates are refined continually in an ongoing process as experience develops, new information is obtained and evaluated, and claims are reported and paid.

NET INCOME PER COMMON SHARE

Inflation or deflation trends of paid claim costs in recent years, compared to the assumptions included in the workers' compensation loss reserves estimates for each accident year, are important factors at this time in understanding our reserve situation. Paid loss data for 2003, 2004 and 2005 indicate deflation compared to substantial inflation in years prior to 2002. The primary causes of these developments are the California legislative reforms enacted in 2003 and 2004, the Florida reforms enacted in 2003, and the trend of declining frequency of costly claims. Due to the long period of time over which costly claims are settled and paid, we continue to carry ultimate inflation factors in excess of the paid loss trends for accident years prior to 2005 to allow for the late emergence of long-term health care cost inflation on open expensive claims. As a result of a change in the California permanent disability rating system effective January 1, 2005, we are seeing a reduction in California expensive claims, as discussed further on pages 14 and 15. We are also seeing a faster rate of settlement of these expensive claims for the 2006 accident year, which we believe will favorably impact the ultimate loss costs. Therefore, we ultimately expect deflationary trends to continue for the 2005, 2006 and 2007 accident years in estimating our workers' compensation loss reserves.

During the past three years we have reduced workers' compensation loss reserves for favorable development of prior accident years and increased pre-tax earnings by $300.9 million, compared to the preceding three-year period where we increased loss reserves for unfavorable development of prior accident years and decreased pre-tax earnings by $63.5 million. Future reserve changes will be dependent on new data as more cases are settled for the 2003-2007 period. Due to the long-tail nature of the business, we continue to be conservative in predicting the long-term consequences of recent years based upon the short-term data that is available. At this time, we cannot predict the amount or timing of future reserve changes. For additional information about reserving and inflation trends, please turn to pages 28 to 34 of this report.

As previously announced, we are no longer engaged in the assumed reinsurance business, however we will be paying our assumed reinsurance claims for several years. As of December 31, 2007, we held $62.6 million of reserves to pay our estimated liabilities compared to $106.1 million at year-end 2006.

OUR INVESTMENT PORTFOLIO HAS NO EXPOSURE TO SUB-PRIME OR OTHER SECURITIES WHICH HAVE CAUSED PROBLEMS FOR MANY FINANCIAL INSTITUTIONS.

INVESTMENTS

Investment activities are a major part of our revenues and earnings. We believe our portfolio is diversified to achieve a reasonable balance of risk and a stable source of earnings. Regulations require Zenith to primarily invest its reserves in high quality debt securities, as compared to equity securities, and our largest holdings are cash and short-term U.S. Government securities. Compared to other insurers we believe our portfolio consists of a smaller percentage of equity securities to total assets and a larger percentage of cash or short-term securities, with no derivative securities or credit enhancement exposure. Our strategy helped us avoid the large losses recognized by other financial firms from mortgages, sub-prime and other derivative securities this past year.

The major developments affecting the U.S. bond markets were liquidity issues related to sub-prime and non-U.S. Government securities, wider spreads between corporate and government bonds and fluctuating interest rates with the Federal Reserve Board lowering short-term rates with concerns about the U.S. economy. Long-term rates ended the year at a 4.45% yield for 30-year U.S. Government bonds compared to 4.81% the prior year. Since we are capable of holding bonds to maturity, and the average maturities are relatively short, fluctuations in bond values do not significantly impact our operations.

Short-term investments and liquidity remain high as we search for investment opportunities and continue to study the issue of "excess capital." Even though the returns on cash are low, they result in a better outcome than the alternative of risk-taking with an uncertain and volatile outcome. Most of our cash is held by our insurance subsidiaries and is not available to our holding company (the parent), except under the rules relating to dividends for insurance companies. Concerns about the economy, tight lending policy by banks, domestic politics, inflation pressures, the overhang of an unknown amount of securities with large unrealized losses held by financial institutions, and geopolitical issues suggest a continuation of higher cash holdings than would otherwise be the case. The value of the dollar is a concern, along with high oil prices and the unprecedented decline in home prices. We have invested only a small amount of our capital in common stocks since we believe the volatility in the market could impact our capital and our ability to expand our insurance business when desirable. We believe that opportunities to invest at attractive returns will take place in the future, and, therefore holding above-average amounts of cash is temporary. In this regard, it should be obvious that "excess capital" allows us to pursue a more diversified and opportunistic investment approach.

INVESTMENT INCOME AFTER TAX PER SHARE


Securities Portfolio	At December 31, 2007		At December 31, 2006

	Amortized Cost*	Market Value	Amortized Cost*	Market Value

	(Dollars in thousands)
Short-term investments: U.S. Govt. and other securities maturing within 2 years	$708,496	$710,525	$944,796	$943,720
Other fixed maturity securities:
Taxable, investment grade	1,108,529	1,119,360	915,888	909,468
Taxable, non-investment grade	141,005	132,958	156,619	154,749
Municipal bonds	128,361	128,960	133,887	132,414
Redeemable preferred stocks	5,600	4,946	26,094	26,727
Equity securities	60,226	77,669	69,014	98,318
Other	19,688	19,688	7,616	7,616

Total	$2,171,905	$2,194,106	$2,253,914	$2,273,012

*Equity securities and other investments at cost.

WORKERS' COMPENSATION UNDERWRITING INCOME WAS 20.6% OF NET PREMIUMS EARNED THE PAST FIVE YEARS.

WORKERS' COMPENSATION

Zenith is a workers' compensation specialist with 57 years of experience and has primary operations in California and Florida, with business in 43 additional states. We estimate that Zenith ranks among the top five underwriters in California and Florida, the two states in which we conduct approximately 81% of our business. Our philosophy does not include any planned goals as to size, market share or ranking, but is focused entirely on providing quality services to our insureds and claimants, generating underwriting profits and delivering an above-average return to our stockholders over time.

Gross premiums written in 2007 were $740.2 million, a decrease of 21.2% from the prior year, with California premiums representing 54.6% of the total. The decrease in premiums is due primarily to rate reductions in California and Florida, and our pricing and underwriting strategy compared to our competition. Underwriting income before tax in this segment was $243.8 million in 2007 compared to $313.6 million in 2006. During the past five years, our underwriting income from this segment was $904.0 million or 20.6% of net premiums earned.

Zenith's combined ratios (ratios of losses and expenses incurred to total net premiums earned) on a calendar year and accident year basis as recorded in our financial statements for the past five years were as follows:


Combined Ratios	Calendar Year		Accident Year

2003	95.9	%	93.9	%
2004	88.5		86.3
2005	80.9		81.8
2006	66.3		80.0
2007	67.0		84.4

WORKERS' COMPENSATION PREMIUM EARNED

(in millions)

The primary difference between calendar and accident year is the impact of prior accident year reserve adjustments recorded in the calendar year figures. Prior year pre-tax workers' compensation reserve adjustments, favorable (unfavorable), during the past five years were as follows:


Loss Reserve Adjustments

(Dollars in thousands)
2003	$	(13,923	)
2004		(20,249	)
2005		26,289
2006		161,252
2007		113,355

As a result of the loss reserve adjustments, the following is the comparison of accident year loss ratios and combined ratios as originally reported and as estimated at December 31, 2007:


	Loss Ratios				Combined Ratios

Accident Year	Originally Reported		As of December 31, 2007		Originally Reported		As of December 31, 2007

2003	53.5	%	41.9	%	93.9	%	84.1	%
2004	46.0		31.4		86.3		69.0
2005	39.8		27.5		81.8		66.5
2006	33.6		30.6		80.0		76.2
2007	33.9		33.9		84.4		84.4

Improved profitability has been shared with our customers in California and Florida as indicated by the rate reductions in the following table:


Effective Date of Rate Reductions	California		Florida

January 1, 2004	0.0	%	0.0	%
July 1, 2004	(10.0	)
January 1, 2005	(2.0	)	(4.0	)
July 1, 2005	(12.0	)
January 1, 2006	(13.0	)	(13.4	)
July 1, 2006	(5.0	)
January 1, 2007	(4.4	)	(12.5	)
July 1, 2007	0.0
January 1, 2008	0.0		(18.4	)

DECLINING CLAIM FREQUENCY AND SEVERITY, REDUCED RATES TO OUR CUSTOMERS AND IMPROVED PROFITABILITY ARE THE MAJOR BUSINESS TRENDS DURING THE PAST FEW YEARS.

In addition to the data in the prior table, further price reductions have resulted from lower experience modifications and individual pricing adjustments which are measured retroactively, and therefore, changes in filed rates alone do not provide a complete picture. We have also paid dividends to our policyholders of $16.5 million, $24.9 million and $4.4 million in 2007, 2006 and 2005, respectively.

Declining claim frequency and severity, reduced rates to our customers and improved profitability are the major business trends during the past few years. These factors have resulted in lower accident year combined ratios, strengthened reserve performance, increased stockholder dividends and improved financial strength. Deflation relating to claim costs is clearly evident in the schedule on page 31 as are the assumptions used to establish loss reserves in our financial statements. Our California rate changes have lagged short-term cost decreases and our competitors' pricing, consistent with our long-term strategy of maintaining underwriting and pricing discipline.

Workers' compensation accident year loss ratios, both within and outside California, compared to rating bureau estimated loss ratios as estimated at December 31, 2007, are set forth in the following table:


			Outside California
	California
Accident Year Loss Ratios	California
Accident Year Loss Ratios	Zenith	Industry	Zenith	Industry

2001	78%	106%	58%	78%
2002	61	82	53	70
2003	42	52	42	63
2004	28	32	38	61
2005	25	29	33	58
2006	28	36	34	59
2007	33	—	35	—

The table above indicates that during 2001 to 2006 we have loss ratios substantially below industry averages. As you may recall in prior years' Annual Reports, our results appeared to be not as favorable in 2004 and 2005 in relation to the industry as they do at present. This change is due to the favorable reserve development we have reflected during the past two years. In other words, we were more conservative in our reserving during earlier years, primarily due to the uncertainties of how the reforms would develop.

WORKERS' COMPENSATION COMBINED RATIO

Zenith adheres to disciplined and consistent underwriting and customer service principles, and a commitment to pricing strategies based on realistic assumptions anticipated to generate an underwriting profit. Significantly, our agents offer numerous opportunities for business, however, we are selective and successful in writing only a small proportion of the prospective new accounts. We do, however, write a substantial percentage of renewal accounts; testimony to our mission of customer satisfaction. Underwriting profit margins will be primarily dependent upon new data relating to claim cost trends and the frequency of the more costly claims, offset by Florida rate decreases and complicated by an acceleration in the settlement of 2006 cases. In California, rates should stabilize and trend upward as additional industry data are received and as some of the reforms are revised to improve the fairness of the system. In this regard, it is interesting to look at the most recent report of the largest writer of workers' compensation in California, the State Compensation Insurance Fund ("SCIF"). They reported combined ratios for nine months ended September 30, 2007 on an accident year and calendar year basis of 102.5% and 118.6%, respectively. Since SCIF is reporting unfavorable reserve development of 16.1 percentage points, it adds support to the possibility that profits reported for the industry have been overstated and the likelihood of rate increases in the near future.

INSURED PAYROLLS GREW 32% IN FIVE YEARS, PRIMARILY FROM MARKETS OUTSIDE OF CALIFORNIA.

We measure our progress based on insured payroll trends which we believe is a more accurate assessment of size and exposure, rather than premiums or policy counts. The following table compares premiums, policy counts and insured payrolls, both within and outside of California.


	California					Outside California					Total
December 31,	Premiums In-Force		Policies In-Force(1)	Insured Payrolls(1)		Premiums In-Force		Policies In-Force(1)	Insured Payrolls(1)		Premiums In-Force		Policies In-Force(1)	Insured Payrolls(1)

	(Dollars in millions)
2002	$	350.2	22,600	$	6,860.4	$	259.2	16,900	$	8,308.2	$	609.4	39,500	$	15,168.6
2003		587.9	25,900		7,752.2		277.8	15,600		8,699.4		865.7	41,500		16,451.6
2004		731.3	27,200		9,701.2		311.0	16,200		9,993.5		1,042.3	43,400		19,694.7
2005		722.9	27,500		10,280.9		326.9	16,900		10,833.6		1,049.8	44,400		21,114.5
2006		501.2	24,600		9,487.4		332.8	16,600		11,744.4		834.0	41,200		21,231.8
2007		359.3	22,100		7,770.8		310.8	16,200		12,213.7		670.1	38,300		19,984.5

(1): Prior period policies in-force and insured payroll amounts have been adjusted as a result of a refinement in our databases and to more accurately align with the premium and policy in-force amounts.

Our five-year growth in insured payrolls was 32%, primarily from outside of California where we have more payrolls than within California. Our payrolls within California grew 13% during the five years, although they did decrease year over year in 2006 and 2007 as a result of our pricing and underwriting strategy compared to our competition.

Our 38,000 policyholders are widely diversified across a number of industries thereby reducing our exposure to an economic downturn. Our largest exposures are to California agriculture, restaurants, dentists, auto dealers, building maintenance and retail stores.

Claim frequency trends in 2007 remained favorable as they have for a number of years. We observed a continued significant drop in the frequency of our highest-cost California claims, and should this trend continue it will bode well for the ongoing deflation of our claim costs.

ZENITH IS FOCUSED ON DISCIPLINED AND CONSISTENT UNDERWRITING AND CUSTOMER SERVICE PRINCIPLES.

Unfortunately, we need to be patient for additional data to emerge. The following table shows the trends in the number of California permanent partial disability ("PPD") claims (our highest cost claims) at various dates:


	Number of California PPD Claims Reported after Number of Months
Accident Year	12	24	36	48	60	72

2002	3,320	2,820	2,735	2,715	2,683	2,665
2003	4,091	3,117	2,912	2,861	2,844
2004	3,972	2,862	2,668	2,617
2005	3,346	2,641	2,573
2006	2,236	2,295
2007	1,812

We also analyze claim frequency in relation to our exposure, as measured by insured payroll. The following table shows the California PPD claims from the previous table in relation to insured payroll:


	California PPD Claims per $10 million of Insured Payroll After Number of Months
Accident Year	12	24	36	48	60	72

2002	5.08	4.31	4.18	4.15	4.10	4.07
2003	5.39	4.11	3.84	3.77	3.75
2004	4.43	3.19	2.98	2.92
2005	3.16	2.50	2.43
2006	2.25	2.30
2007	2.14

As shown, there is a sharply decreasing trend in the frequency of PPD claims compared to payroll exposure. Even though payroll exposure grew during the five-year period, the number of PPD claims is down producing a nearly 50% reduction in PPD claims per $10 million of payroll. A comparison of the statistics from 2002 - 2003 to subsequent years illustrates the benefits of the reforms. The continuation of the favorable trends each year beginning in 2004 is significant and demonstrates underwriting discipline in a competitive environment and enhances profitability.

Also evident from the two previous tables, the ultimate number of PPD claims is not apparent until about 36 months have elapsed. This is due to the fact that the final assessment of a person's permanent disability cannot be made until they have reached a permanent and stationary medical status. Prior to this, the level of permanent disability is estimated based upon the available medical

OUR QUALITY CLAIMS SERVICES ASSIST INJURED WORKERS AND REDUCE COSTS TO EMPLOYERS.

information at the time. The reduction of reported claims for the 2006 and 2007 accident years at 12 and 24 months will be monitored closely. Since the average cost of these types of claims is approximately $75,000, the confirmation over time of the reduction in the frequency will materially affect our ultimate average claim inflation and our financial results.

Our current priorities in the claims operations are on speeding up the claims settlement process and improving the quality of our medical networks. We use technology to assist in these endeavors. These efforts are focused on reducing costs over time and improving medical care to injured workers.

Our catastrophe management strategies are designed to mitigate our exposure to earthquakes, floods and terrorism. Through a combination of reinsurance, underwriting controls and careful tracking of our exposures, supported by technology, we are focused on effectively managing our risks. Since we do not routinely insure employers with large concentrations of employees or companies located in perceived target areas, we are in a good position to minimize the impact of possible terrorist acts.

When we step back from the short-term numbers and look at the long-term trends that exist in our business, we would identify the following:

1.: Lost-time claim frequency has declined significantly over many years.
2.: Medical expenses as a percentage of workers' compensation costs have increased from about 40% to 60% of claim costs.
3.: Legislation, judicial interpretations and medical developments have broadened exposure.
4.: From time to time legislative reforms have improved various state systems, resulting in improved profitability and decreased premiums.
5.: Reserving accuracy and pricing have been made more difficult by these trends and the lengthening of the average claim duration, or tail.

68% OF OUR EMPLOYEES OWN STOCK IN THE COMPANY.

CONCLUSION

Workers' compensation profitability during the past few years has been substantially above average primarily due to the short-term impact of legislative reforms in Florida and California. It is clear that competitive pricing pressures will reduce growth and profitability in all aspects of the property and casualty business, including workers' compensation. The sub-prime debacle clearly indicates what happens when underwriting standards and risk management are ignored. Our financial strength is our best ever and we intend to continue our high underwriting standards irrespective of the impact on our volume or profits. Our service strategy provides long-term benefits to our policyholders and our profitability over time should continue to outperform the competition.

Common sense indicates that large reserve releases adding substantially to earnings in 2006 and 2007 cannot continue indefinitely. Despite the downward long-term trend in the number of the more expensive claims in California and due to the long-tail nature of this business, we must await additional data from the settlement of claims and the ultimate number of expensive claims before the precise impact becomes clear. We cannot predict the timing or magnitude of future reserve releases, but we do believe the possibility exists for such releases on a more irregular basis than in the past two years as the data emerges. Remember, reserving involves estimates based upon data and judgment.

Our business model operates well despite the ups and downs of the economic and competitive cycles provided that we maintain underwriting discipline and continue to improve our services to claimants, policyholders and agents. The 2007 results indicate substantial underwriting profit margins without reserve releases, and a strong balance sheet with a conservative investment portfolio, including large amounts of cash available for investment opportunities. These factors, along with our investment income, provide an encouraging starting point to continue building additional long-term stockholder value.

FINANCIAL STRENGTH IS OUR BEST EVER.

Stockholder dividends were increased again this year to an annual rate of $2.00 per share. Also, due to our financial strength, we declared and paid an extra cash dividend at year-end of $1.00 per share. This extra cash dividend benefits all stockholders equally (which may not necessarily be the case with share repurchases). We continue to study the subject of "excess capital" and to evaluate our opportunities and choices. Consideration must be given to short-term premium, reserve and profitability trends and the possibility of acquisitions, among other factors.

Our success would not be possible without the long-term relationships established with our agents and the leadership demonstrated by our employees. We are deeply indebted to the wisdom and guidance provided by our distinguished Board of Directors and our stockholders.

Stanley R. Zax
Chairman of the Board and President
Woodland Hills, California, February 2008

ACCIDENT YEAR RESERVE DEVELOPMENT FROM OPERATIONS


	Net incurred loss and loss adjustment expenses reported at end of year
Years in which losses were incurred
Years in which losses were incurred	2001			2002			2003			2004			2005			2006			2007

	(Dollars in thousands)
Prior to 2002	$	4,910,634		$	4,939,802		$	4,970,778		$	5,013,618		$	5,075,133		$	5,085,430		$	5,102,346
2002					391,960			375,199			397,817			413,764			419,553			421,279
2003								523,707			471,615			443,744			440,190			423,524
2004											615,397			538,906			490,530			455,377
2005														730,770			625,292			593,668
2006																	464,106			419,106
2007																				362,645
Calendar Year (Unfavorable) Favorable Prior Period Development					(29,168	)		(14,215	)		(13,366	)		26,900			141,322			109,801
Loss and loss adjustment expense ratios:
2001		85.9	%		89.3	%		91.7	%		93.9	%		95.3	%		96.0	%		97.1	%
2002					70.4			67.4			71.4			74.3			75.3			75.6
2003								67.7			60.9			57.3			56.9			54.7
2004											65.2			57.1			51.9			48.2
2005														62.0			53.0			50.4
2006																	49.2			44.4
2007																				49.2

This analysis displays the accident year net incurred loss and loss adjustment expenses on a GAAP basis in total for accident years prior to 2002 and for each of the accident years 2002-2007 for our workers' compensation and reinsurance businesses, together. The total of estimated net loss and loss adjustment expenses for all claims occurring within each annual period is shown first at the end of that year and then annually thereafter. The total cost includes both payments made and the estimate of future payments as of each year-end. Past development may not be an accurate indicator of future development since trends and conditions change.

The total change in our incurred loss estimates for all prior accident years in 2007 was a net decrease, or favorable development, of approximately $109.8 million, comprised of $113.4 million for our workers' compensation loss reserves, partially offset by an increase, or unfavorable development, of $3.6 million for our reinsurance loss reserves. The favorable development of our workers' compensation loss reserves during 2007 reflects a reduction of estimated losses for the 2003 through 2006 accident years.

STOCK PRICE PERFORMANCE

The Stock Price Performance Graph below compares the cumulative total returns of the Common Stock, par value $1.00 per share, of Zenith National Insurance Corp., ticker symbol ZNT ("Zenith"), the Standard and Poor's 500 Stock Index ("S&P") and the Standard and Poor's 500 Property-Casualty Insurance Index ("S&P PC") for a five year period. Stock price performance is based on historical results and is not necessarily indicative of future stock price performance. The following graph assumes $100 was invested at the close of trading on the last trading day preceding the first day of the fifth preceding year in Zenith, the S&P 500 and the S&P PC. The calculation of cumulative total return assumes the reinvestment of dividends. The graph was prepared by Standard and Poor's Investment Services, which obtained factual materials from sources believed by it to be reliable, but which disclaims responsibility for any errors or omissions contained in such data.

Comparative Five-Year Total Returns
Zenith, S&P 500, and S&P PC
(Performance Results Through December 31, 2007)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

Zenith National Insurance Corp. ("Zenith National") is a holding company engaged, through its wholly-owned subsidiaries (primarily Zenith Insurance Company ("Zenith Insurance")), in the workers' compensation insurance business, nationally. Unless otherwise indicated, all references to "Zenith," "we," "us," "our," the "Company" or similar terms refer to Zenith National together with its subsidiaries.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. Forward-looking statements include those related to the plans and objectives of management for future operations, future economic performance, or projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items. Statements containing words such as expect, anticipate, believe, estimate, or similar words that are used in this Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations ("MD&A"), in other parts of this report or in other written or oral information conveyed by or on behalf of Zenith, are intended to identify forward-looking statements. The Company undertakes no obligation to update such forward-looking statements, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the following: (1) competition; (2) payroll levels of our customers; (3) weakening economy; (4) adverse state and federal legislation and regulation; (5) changes in interest rates causing fluctuations of investment income and fair values of investments; (6) changes in the frequency and severity of claims and catastrophes; (7) adequacy of loss reserves; (8) changing environment for controlling medical, legal and rehabilitation costs, as well as fraud and abuse; (9) losses associated with any terrorist attacks that impact our workers' compensation business in excess of our reinsurance protection; (10) losses caused by nuclear, biological, chemical or radiological events whether or not there is any applicable reinsurance protection; and (11) other risks detailed herein and from time to time in Zenith's reports and filings with the Securities and Exchange Commission ("SEC").

OVERVIEW

We are in the business of managing insurance and investment risk with the major risk factors set forth in the preceding paragraph. Our main business activity is the workers' compensation insurance business. We measure our performance by our ability to increase stockholders' equity over the long-term. Following is a summary of our recent business performance and how we expect the trends to continue for the foreseeable future.

Revenues. Our revenues are comprised of the net premiums earned from our workers' compensation and reinsurance segments and the net investment income and realized gains from our investments segment. Total revenues in the year ended December 31, 2007 decreased compared to the corresponding period of 2006 principally because of decreased workers' compensation premium revenues in California, partially offset by increases in net investment income and realized gains on investments. The 2007 decline in California workers' compensation premiums principally reflects rate decreases as a result of favorable loss costs trends originating from the 2003 and 2004 legislative reforms combined with a decline in insured payrolls and policies in-force as a result of our pricing and underwriting strategy compared to our competition.

Our operating goals do not include objectives for revenues or market share but rather emphasize pricing and underwriting discipline to maintain profitability. We expect that workers' compensation rates in California should stabilize and possibly trend higher during 2008, however, our actual premium trend

in 2008 will be principally determined by competition. Our workers' compensation premiums are discussed further under "Results of Operations — Workers' Compensation Segment" on pages 23 to 26.

Income (Loss) from Workers' Compensation and Reinsurance Segments.

(a) Workers' Compensation. Income before tax from our workers' compensation segment for the three years ended December 31 was as follows (dollars in thousands):


2007	$	243,832
2006		313,576
2005		213,244

Workers' compensation underwriting income decreased in 2007 compared to 2006 because of decreased premium revenue and lower favorable development of prior accident year loss reserve estimates. Workers' compensation underwriting income increased in 2006 compared to 2005 due to higher favorable development on prior accident year loss reserve estimates, partially offset by decreased premium revenue.

(b) Reinsurance. Losses before tax from our reinsurance segment for the three years ended December 31 were as follows (dollars in thousands):


2007	$	(3,661	)
2006		(20,508	)
2005		(56,183	)

In both 2007 and 2006, we recognized additional estimated losses attributable to the 2005 hurricanes (Rita and Wilma) of $3.0 million and $19.9 million, respectively. In 2005, we recognized catastrophe losses of $69.2 million attributable to the 2005 hurricanes (Katrina, Rita and Wilma). We exited the reinsurance business in September 2005.

Loss Reserves. We recognized pre-tax favorable development on prior accident year workers' compensation loss reserve estimates for the three years ended December 31 as follows (dollars in thousands):


2007	$	113,355
2006		161,252
2005		26,289

The favorable development is a result of our estimates of loss reserves following the 2003 and 2004 legislative reforms in California and the 2003 legislative reforms in Florida. With the passage of time, more claims for the 2003 - 2006 accident years have been paid and closed and, with the benefit of this data, our estimates of prior year reserves have proven to be redundant. At this time, we do not currently expect the magnitude of favorable development that occurred over the past two years to continue and we cannot predict the amount or timing of future reserve changes, whether favorable or unfavorable.

Investments Segment. Investment income before tax for the three years ended December 31 was as follows (dollars in thousands):


2007	$	114,863
2006		106,294
2005		79,200

The increase in investment income in 2007 compared to 2006 principally reflects a $7.3 million cash dividend received from a common stock investment and higher interest rates on fixed maturity investments. The increase in investment income in 2006 compared to 2005 reflects the increase in our investment portfolio from the favorable net cash flow from operations and higher interest rates on fixed maturity investments. We expect that investment income in 2008 will be affected by declining interest rates.

At December 31, 2007, $0.7 billion of the investment portfolio was in fixed maturities of two years or less compared to $0.9 billion at December 31, 2006.

We recorded realized gains from investments in each of the last three years, but we cannot predict future realized gains from investments.

Stockholders' Equity. Consolidated stockholders' equity per share increased each of the three years ended December 31 as follows:


2007	$	28.93
2006		25.41
2005		19.14

Stockholders' equity will primarily depend upon the future level of net income, payment of dividends and any fluctuations in the fair values of our investments. We will continue to evaluate whether we have excess capital, including consideration over time of the level of dividends.

More information about the key elements of our performance follows below.

RESULTS OF OPERATIONS

Summary Results by Segment. Our business is classified into the following segments: investments, workers' compensation, reinsurance, and parent. Income from operations of the investments segment includes investment income and realized gains and losses on investments, and we do not allocate investment income to the results of our workers' compensation and reinsurance segments. Income (loss) from operations of the workers' compensation and reinsurance segments is determined by deducting net loss and loss adjustment expenses incurred and underwriting and other operating expenses from net premiums earned. In September 2005, we exited the assumed reinsurance business and ceased writing and renewing assumed reinsurance contracts, with all contracts fully expired at the end of 2006. The loss from operations of the parent segment includes interest expense and the general operating expenses of Zenith National. The comparative components of net income are set forth in the following table:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Net investment income		$	114,863		$	106,294		$	79,200
Realized gains on investments			20,353			13,377			22,224

Income before tax from investments segment			135,216			119,671			101,424
Income (loss) before tax from:
	Workers' compensation segment		243,832			313,576			213,244
	Reinsurance segment		(3,661	)		(20,508	)		(56,183	)
	Parent segment		(12,506	)		(11,927	)		(20,938	)

Income from continuing operations before tax and equity in earnings of investee			362,881			400,812			237,547
Income tax expense			128,981			142,112			81,894

Income from continuing operations after tax and before equity in earnings of investee			233,900			258,700			155,653
Equity in earnings of investee after tax									794

Income from continuing operations after tax			233,900			258,700			156,447
Gain on sale of discontinued real estate segment after tax									1,253

Net income		$	233,900		$	258,700		$	157,700

Net premiums earned in the workers' compensation and reinsurance segments were as follows:


		Year Ended December 31,
(Dollars in thousands)		2007		2006		2005

Workers' compensation:
	California	$	407,105	$	582,282	$	762,095
	Outside California		331,091		349,457		352,099

Total workers' compensation			738,196		931,739		1,114,194
Reinsurance			336		12,478		64,506

Net premiums earned		$	738,532	$	944,217	$	1,178,700

Workers' Compensation Segment. In the workers' compensation segment, we provide insurance coverage for the statutorily prescribed benefits that employers are required to provide to their employees who may be injured in the course of employment. Except in those states, primarily Florida, where we are required by regulation to use mandated rates, we set our own rates based upon actuarial analysis of current and anticipated cost trends with the goal

of achieving underwriting profits. We continually analyze data and use our best judgment about loss cost trends, particularly claim inflation, to set adequate premium rates and loss reserves.

The combined ratio, expressed as a percentage, is a key measurement of profitability traditionally used in the property-casualty insurance business. The combined ratio, also referred to as the "calendar year combined ratio," is the sum of the loss and loss adjustment expense ratio and the underwriting and other operating expense ratio. The loss and loss adjustment expense ratio is the percentage of loss and loss adjustment expenses incurred to net premiums earned. The underwriting and other operating expense ratio is the percentage of underwriting and other operating expenses to net premiums earned. When the calendar year combined ratio is adjusted to exclude prior period items, such as loss reserve development and policyholders' dividends, it becomes the "accident year combined ratio," a non-GAAP financial measure.

The key operating goal for our workers' compensation segment is to achieve substantial underwriting profits and significantly out-perform the national workers' compensation industry. Historically, a combined ratio of 100% or lower was considered an excellent result, however in recent years we have achieved combined ratios significantly better than this target.

Workers' compensation calendar year combined ratios, along with a reconciliation to the accident year combined ratios, were as follows:


		Year Ended December 31,
		2007		2006		2005

Calendar Year Combined Ratios		67.0	%	66.3	%	80.9	%
Prior Accident Year Items:
	Favorable loss reserve development	15.4		17.3		2.4
	Decrease (increase) in policyholders' dividends	2.0		(3.6	)	(1.5	)

Total Prior Accident Year		17.4		13.7		0.9

Accident Year Combined Ratios		84.4	%	80.0	%	81.8	%

Income before tax from the workers' compensation segment decreased by $69.7 million to $243.8 million for year ended December 31, 2007, compared to the same period in 2006 due to the following:

•: Net premiums earned decreased 20.8%, primarily as a result of the 30.1% decrease in California.
•: Favorable prior accident year loss development in 2007 was $113.4 million, but $47.9 million less than in 2006.
•: Policy acquisition costs are generally variable to net earned premiums. However, underwriting and other operating expenses are more fixed in nature and, although lower in 2007 compared to 2006, are a larger percent of net earned premiums.

Offset in part by:

•: A reduction of $15.1 million in estimated policyholders' dividends for prior accident years, compared to a $34.1 million increase in 2006.

Income before tax from the workers' compensation segment increased by $100.3 million to $313.6 million for the year ended December 31, 2006, compared to the same period in 2005 due to the following:

•: Higher favorable prior accident year loss reserve development in 2006 of $161.3 million, compared to $26.3 million in 2005

Offset in part by:

•: Net premiums earned decreased 16.4%, primarily as a result of the 23.6% decrease in California.
•: Estimated policyholders' dividends for prior accident years increased by $34.1 million, compared to $16.0 million in 2005.

For a discussion of the favorable development of prior accident year loss reserves, see "Loss Reserves" on pages 28 to 34.

Workers' compensation premiums in-force, number of policies in-force, and insured payrolls in California and outside of California are shown in the following table. Premiums in-force is a measure of the amount of premiums billed or to be billed on all un-expired policies at the date shown and insured payroll is our best indicator of exposure.


(Dollars in millions)	Premiums in-force		Policies in-force (1)	Insured Payrolls (1)

California
December 31, 2002	$	350.2	22,600	$	6,860.4
December 31, 2003		587.9	25,900		7,752.2
December 31, 2004		731.3	27,200		9,701.2
December 31, 2005		722.9	27,500		10,280.9
December 31, 2006		501.2	24,600		9,487.4
December 31, 2007		359.3	22,100		7,770.8
Outside California
December 31, 2002	$	259.2	16,900	$	8,308.2
December 31, 2003		277.8	15,600		8,699.4
December 31, 2004		311.0	16,200		9,993.5
December 31, 2005		326.9	16,900		10,833.6
December 31, 2006		332.8	16,600		11,744.4
December 31, 2007		310.8	16,200		12,213.7
Total
December 31, 2002	$	609.4	39,500	$	15,168.6
December 31, 2003		865.7	41,500		16,451.6
December 31, 2004		1,042.3	43,400		19,694.7
December 31, 2005		1,049.8	44,400		21,114.5
December 31, 2006		834.0	41,200		21,231.8
December 31, 2007		670.1	38,300		19,984.5

(1) Prior period policies in-force and insured payroll amounts have been adjusted as a result of a refinement in our databases and to more accurately align with the premium and policy in-force amounts.

California premiums in-force decreased in each of the last three years ended December 31, 2007 as a result of premium rate changes due to favorable loss cost trends from the 2003 and 2004 legislative reforms, combined with our pricing and underwriting strategy compared to our competition as reflected in the decline in insured payrolls and policies in-force in 2006 and 2007. Premiums in-force outside California also declined as of December 31, 2007 compared to December 31, 2006 and 2005, however rate decreases were to a large extent offset by growth in insured payrolls.

In California, the state in which the largest amount of our workers' compensation premiums are earned, we set our own rates based upon our actuarial analysis of current and anticipated cost trends. As a result of favorable loss cost trends originating from the 2003 and 2004 legislative reforms, we have reduced our California premium rates in a manner that we believe deals prudently with the uncertainty about the long-term outcome of loss costs trends for recent accident years. These manual rates do not necessarily indicate the rates charged to our policyholders because employers' experience modification factors are subject to revision annually; and our underwriters are given authority to increase (debit) or decrease (credit) rates based upon individual risk characteristics. The following table sets forth the manual rate change percentages in California, as well as the change in the average rates charged in California on renewal business for each period. The change in the average renewal rate takes into consideration changes in manual rates as well as the changes in experience modification factors and net credits or debits applied by our underwriters (decreases are shown in parentheses):


Effective date of change	Manual Rate Change		Average Renewal Charged Rate Change

January 1, 2004	0.0	%	(4.0	)%
July 1, 2004	(10.0	)	(12.0	)
January 1, 2005	(2.0	)	0.0
July 1, 2005	(12.0	)	(19.0	)
January 1, 2006	(13.0	)	(15.0	)
July 1, 2006	(5.0	)	(13.0	)
January 1, 2007	(4.4	)	0.0
July 1, 2007	0.0		(15.0	)
January 1, 2008	0.0

Future California premium rate decisions will be based on data about loss costs trends and upon any modification to the workers' compensation system while maintaining our goal of achieving underwriting profits and out-performing the industry.

In Florida, the state in which the second largest amount of our workers' compensation premium is earned, premium rates for workers' compensation insurance are set by the Florida Department of Insurance ("Florida DOI"). Manual rate change percentages in Florida were as follows:


Effective date of change		Manual Rate Change

January 1, 2004		0.0%
January 1, 2005		(4.0)
January 1, 2006		(13.4)
January 1, 2007		(12.5)
January 1, 2008		(18.4)

Most of our workers' compensation policies are non-participating, but we issue certain policies for which the policyholder may participate in favorable claims experience through a dividend. An estimated provision for workers' compensation policyholders' dividends is accrued as the related premiums are earned. In addition, Florida statutes require payment of additional policyholders' dividends to Florida policyholders pursuant to a formula based on underwriting results ("Florida Dividends"). We accrued $19.0 million and $34.1 million for estimated Florida Dividends as of December 31, 2007 and 2006, respectively. During 2007, we reduced our accrual for estimated Florida Dividends by $15.1 million, to reflect the impact of changes in our estimated direct loss reserves, as well as the impact of the recently enacted legislation in California (the domiciliary state of our insurance subsidiaries) which eliminates the excess statutory reserves effective January 1, 2008. Our ultimate obligation for Florida Dividends is dependent on our filings with the Florida Department of Insurance and on our prescribed loss reserves included in our annual statutory financial statements.

Workers' Compensation Reform Legislation. During 2007, we wrote workers' compensation insurance in 45 states, but the largest concentrations, 55.1% and 26.1% of our workers' compensation net premiums earned during 2007, were in California and Florida, respectively. The concentration of our workers' compensation business in these states makes the results of our operations dependent on trends that are characteristic of these states as compared to national trends, e.g., state legislation, competition, and workers' compensation loss costs inflation or deflation trends.

In California, workers' compensation reform legislation was enacted in October 2003 and April 2004 with the principal objectives of lowering the trend of increasing costs and improving fairness in the system. The principal changes in the legislation of 2003 included: 1) a reduction in the reimbursable amount for certain physician fees, outpatient surgeries, pharmaceutical products and certain durable medical equipment; 2) a limitation on the number of chiropractor or physical therapy office visits; 3) the introduction of medical utilization guidelines; 4) a requirement for second opinions on certain spinal surgeries; 5) a repeal of the presumption of correctness afforded to the treating physician, except where the employee has pre-designated a treating physician; and 6) a presumption of correctness is to be afforded to the evidence-based medical utilization guidelines developed by the American College of Occupational and Environmental Medicine.

The principal changes in the legislation of 2004 included: 1) employers and insurers are authorized, beginning in 2005, to establish networks of medical providers within which injured workers are required to be treated (an independent medical review would be allowed if the claimant disputes the treatment recommended in the network only after obtaining the opinions of three network physicians); 2) within one working day of filing a claim form, a claimant must be afforded necessary treatment for up to $10,000 in medical fees (however, employers and insurers still have up to 90 days to investigate the compensability of a claim); 3) a methodology for apportioning disabilities between covered, work-related and prior causes was created such that employers are only liable for the portion of permanent disability that accrues from a covered, work-related injury; 4) Temporary Disability ("TD") benefits are not to exceed 104 weeks within 2 years of the first TD payment, but cases with certain specified injuries will be allowed up to 240 weeks of TD benefits within 5 years of the date of injury; 5) Permanent Disability ("PD") ratings are based on a new, objective disability rating schedule effective January 1, 2005 (and for some injuries prior to January 1, 2005) as well as upon the injured workers' diminished future earning capacity, rather than their ability to compete in the open labor market (PD benefits were revised to make available higher benefits to more severely injured workers and lower benefits to less severely injured workers); 6) incentives were created to encourage employers to offer return-to-work programs; and 7) new medical-legal processes for resolving disputed medical issues were created.

enforcement authority to combat fraud, revise certain indemnity benefits and increase medical reimbursement fees for physicians and surgical procedures. One of the intended outcomes of the legislation is a reduction in the overall cost associated with delivering workers' compensation benefits in the state of Florida.

During 2008, we anticipate on-going legislative and judicial consideration of the determination of disability and the level of benefits for injured workers with permanent disability. In addition, there are renewed discussions in California around integrating workers' compensation and group health benefits into "24-hour" coverage. We cannot currently predict if substantial changes will occur.

Reinsurance Segment. In September 2005, we exited the assumed reinsurance business and ceased writing and renewing assumed reinsurance contracts. All contracts fully expired at the end of 2006; however, we will be paying our assumed reinsurance claims for several years. The results of the reinsurance segment will continue to be included in the results of continuing operations, primarily consisting of changes to loss reserve estimates.

In assumed reinsurance, we provided coverage that protected other insurance and reinsurance companies from the accumulation of large losses from major loss events, known in the insurance industry as "catastrophes." Results of the reinsurance segment were favorable in the absence of catastrophes and unfavorable in periods when they occurred and, consequently, the results of this segment fluctuated. Results of the reinsurance segment for the year ended December 31, 2007 were reduced by catastrophe losses of $3.0 million ($2.0 million after tax, or $0.05 per share) compared to catastrophe losses of $19.9 million ($12.9 million after tax, or $0.35 per share) for the year ended December 31, 2006. The catastrophe losses are primarily attributable to loss development on Hurricanes Wilma and Rita, which occurred in 2005.

The $56.2 million loss before tax in the reinsurance segment for the year ended December 31, 2005 was due to estimated catastrophe losses of $69.2 million ($45.0 million after tax, or $1.21 per share) net of additional premiums earned from reinstatement premiums. Catastrophe losses in 2005 were attributable to Hurricanes Katrina, Rita, and Wilma.

Estimating catastrophe losses in the reinsurance business is highly dependent upon the nature and timing of the event and our ability to obtain timely and accurate information with which to estimate our liability to pay losses. Estimates of the impact of catastrophes on the reinsurance segment are based on the information that is currently available and such estimates could change based on new information that becomes available or based upon reinterpretation of existing information. We describe in more detail the uncertainty surrounding catastrophe loss reserve estimates in the "Loss Reserves" section below.

Investments Segment. Investment income and realized gains and losses are discussed in the "Investments" section below.

Parent Segment. The parent segment loss reflects the holding company activities of Zenith National, as follows:


	Year Ended December 31,
(Dollars in thousands)	2007		2006		2005

Interest expense	$	5,245	$	5,275	$	8,757
Parent expenses		7,261		6,652		12,181

Parent segment loss	$	12,506	$	11,927	$	20,938

Interest expense was less in 2007 and 2006 compared to 2005 because $123.8 million aggregate principal amount of our 5.75% Convertible Senior Notes due March 30, 2023 ("Convertible Notes") was converted into our common stock during 2005. Interest expense on the Convertible Notes is added back to net income in the computation of diluted earnings per share (see Note 14 to the Consolidated Financial Statements).

Parent expenses in 2005 include $4.7 million related to the conversion of certain of the Convertible Notes in 2005 (see Note 9 to the Consolidated Financial Statements).

LOSS RESERVES


		December 31,
(Dollars in millions)		2007		2006

Workers' compensation segment:
	Unpaid losses and loss adjustment expenses	$	1,390	$	1,416
	Less: Receivable from reinsurers for unpaid losses		326		221

Unpaid losses and loss adjustment expenses, net of reinsurance		$	1,064	$	1,195

Reinsurance segment:
	Unpaid losses and loss adjustment expenses gross and net of reinsurance receivable	$	63	$	106

Total:
	Unpaid losses and loss adjustment expenses	$	1,453	$	1,522
	Less: Receivable from reinsurers for unpaid losses		326		221

Unpaid losses and loss adjustment expenses, net of reinsurance		$	1,127	$	1,301

Loss reserves are estimates and are inherently uncertain; they do not and cannot represent an exact measure of ultimate liability. Accordingly, as we receive new information and update our assumptions over time regarding the ultimate liability, our loss reserves may prove to be inadequate to cover our actual losses or they may prove to exceed the ultimate amount of our actual losses. 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 favorable when losses ultimately settle for less than the amount reserved or subsequent estimates indicate a basis for reducing loss reserves on open claims. 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. Favorable or unfavorable development of loss reserves is reflected in our Consolidated Statements of Operations in the period the change is made.

The following table shows the favorable (unfavorable) one-year loss reserve development for loss reserves in each of the three years ended December 31, 2007. The one-year loss reserve development is the change recorded in the current year for the estimate of the loss reserves established at the end of the preceding year and reflects a cumulative adjustment to estimates for all accident years.


(Dollars in thousands)		Workers' Compensation		Reinsurance			Total

One-year loss development in:
	2007	$	113,355	$	(3,554	)	$	109,801
	2006		161,252		(19,930	)		141,322
	2005		26,289		611			26,900

When losses are reported to us, we establish, individually, estimates of the ultimate cost of the claims, known as "case reserves." These case reserves are continually monitored and revised in response to new information and for amounts paid. In estimating our total loss reserves, we have to make provision for two types of loss development. At the end of any calendar period, there are a number of claims that have not yet been reported but will arise out of accidents that have already occurred. These are referred to in the insurance industry as incurred but not reported ("IBNR") claims and our loss reserves contain an estimate for IBNR claims. In addition to this provision for late reported claims, we also have to estimate, and make provision for, the extent to which the case reserves on known claims may also develop. These types of reserves are referred to in the insurance industry as "bulk" reserves. Our loss reserves make provision for both IBNR and bulk reserves in total, but not separately.

At December 31, 2007 and 2006, IBNR and bulk reserves included in unpaid losses and loss adjustment expenses, net of reinsurance, were as follows:


	December 31,
(Dollars in thousands)	2007		2006

Workers' compensation	$	294,105	$	381,891
Reinsurance		10,266		18,655

Total IBNR & bulk reserves	$	304,371	$	400,546

We perform a comprehensive review of our loss reserves at the end of every quarter. Estimating loss reserves is an uncertain and complex process which involves a combination of actuarial techniques and management judgment. Because we have a long history in the workers' compensation business, particularly in California, we give weight to our own data as well as external information in determining our loss reserve estimates.

In the third quarter 2007, we reviewed our workers' compensation losses in excess of our reinsurance retention (ceded losses), a small population of high-value claims which remain open for several years. We determined it is prudent to incorporate industry-wide loss development factors in addition to using our own historical claims data to estimate our ceded loss reserves. As of December 31, 2007, our estimate of ceded losses included in unpaid losses and loss adjustment expenses was increased by approximately $97.3 million as compared to December 31, 2006, offset in full by the resulting increase in receivable from reinsurers.

Favorable development of our workers' compensation loss reserves in 2007, 2006 and 2005 reflects management's assessment of ultimate loss trends and loss reserves after considering all relevant data, including continuing favorable paid loss trends as a result of the California and Florida legislative reforms and the reduction in the number of California expensive claims relative to the total number of claims in recent accident years. The loss reserve estimates recorded in the financial statements were higher than the actuarial point estimates by approximately $41 million and $109 million at December 31, 2007 and 2006, respectively. Management considered the carried reserves to be within an acceptable range of the actuarial point estimates at each reporting period after considering the additional factors and uncertainties discussed below. The differences between the actuarial point estimate and management's loss reserve estimates as recorded in the financial statements were principally caused by the differences in the assumptions used by management for workers' compensation claim cost inflation (deflation) as compared to the inflation (deflation) assumptions produced using actuarial methods. Although early indications from the workers' compensation paid claim data for the accident years affected by the legislative reforms pointed to stronger deflationary trends than we used in early estimates of the ultimate cost of claims; management's assessment of the ultimate cost of claims incorporated other factors including the uncertainty surrounding the long-term outcome of inflation trends, the assumption that it would take several years for enough data about the expensive claims to be known, the trend of increasing severity (inflation) in the accident years prior to the reforms, and the fact that in certain years prior to the legislative reforms our loss reserves proved to be inadequate. As the data for these accident years has matured, uncertainty surrounding the ultimate outcome of the workers' compensation claim costs diminished, and therefore the difference between our financial statement loss reserves and our actuarial point estimates decreased. We believe our loss reserve estimates as of December 31, 2007 are adequate and we do not currently expect the magnitude of favorable development that occurred over the past two years to continue. However, we cannot predict the amount or timing of future loss reserve development, whether favorable or unfavorable.

Discussed below are the principal uncertainties considered, the actuarial estimation process used, the role of management, and the inflation (deflation) assumptions selected in determining workers' compensation loss reserve estimates, as well as the impact of different inflation assumptions on workers' compensation loss reserve estimates.

Principal Uncertainties. In our workers' compensation business, the large majority of claims are reported to us promptly and therefore, as of the balance sheet date, the number of IBNR claims is relatively insignificant. The greater part of the challenge in estimating loss reserves is associated with estimating ultimate loss costs across a population of claims for each accident year. The principal uncertainty in our workers' compensation loss reserve estimates is caused by changes in the inflation (severity) or deflation trends. Severity is the average cost of a claim as measured by the total cost of claims for a year divided by the number of claims in that year. The annual rate of claim cost inflation (or deflation) is the year over year percentage change in claim severity. Inflation or deflation is

attributable to several factors which include changes in health care costs, legislative reforms to the workers' compensation system and the number of expensive claims relative to the total number of claims in a year. Expensive claims are those involving permanent disability of an injured worker and are paid over several years. The ultimate costs of expensive claims are difficult to estimate because of such factors as the on-going and possibly increasing need for medical care, length of disability, life expectancy, and benefits for dependents. Historically in California, the expensive claims have contributed about 20% of the number of claims and 90% of the cost of all claims.

We believe the weakening economy to be an emerging risk and it is not yet known how it may affect our business and our open claims, if at all.

Actuarial Estimation Process. Our actuaries produce a point estimate for workers' compensation loss reserves using the results of various methods of estimation. However, these various methods do not produce separate point estimates. Our actuaries prepare reserve estimates for all accident years using our own historical claims data and many of the common actuarial methodologies for estimating loss reserves, such as paid development methods, incurred development methods, Bornhuetter-Ferguson indications, and claim count methods. A customized method is used for more recent accident years related to business written in California to focus on the impacts of the legislative reforms in determining loss reserves. The actuarial point estimate is based on a selection of the results of these various methods depending upon both the age of the accident year and the geographic state of the injury. For more mature accident years, all of the methods produce very similar loss estimates and our actuarial point selections are based upon incurred loss development methods because our actuaries believe this most accurately reflects the required reserves for the relatively few claims that remain open. For recent accident years related to business written outside of California, our actuarial point selections are also based on the incurred loss development methods because our actuaries believe this method most accurately reflects the required reserves based on their analysis of the data and understanding of the claim environments in which we operate. For the more recent accident years related to business written in California, our actuaries use a loss reserving model which estimates the differing affects of the 2003 and 2004 legislative reforms on the following five categories of benefit types: (1) temporary disability indemnity, (2) vocational rehabilitation, (3) permanent disability indemnity, (4) medical costs, and (5) allocated expense. For each of these types of benefits, our actuaries review the historical paid trends and make adjustments to reflect the known effects of the reforms (e.g., limitations on temporary disability indemnity benefits and eliminating vocational rehabilitation benefits). Our actuaries then use judgment to forecast ultimate inflation rates for each benefit type allowing for the late emergence of costs for the most serious cases based on historical trends. The selected inflation rate produces an estimate of loss reserves for each benefit type. This method responds gradually to each quarter's actual paid loss information. The actuarial point estimate is then determined by weighting this customized method with the paid loss methods to give some weight to the methodology used by the California Workers' Compensation Insurance Rating Board ("WCIRB") in estimating ultimate losses for the entire California industry.

Role of management. Management reviews the actuarial point estimate each quarter and establishes loss reserve estimates in the financial statements that primarily gives weight to the actuarial estimates, but also incorporates judgment regarding the inherent uncertainties of ultimate loss costs. These uncertainties include the length of time required to settle long-term, expensive cases, combined with the effects of medical care inflation, and uncertainties in the long-term outcome of the legislative reforms including the ultimate number of expensive cases. We do not believe it is appropriate to extrapolate the trends on early claim payments to the entire population of claims because sufficient data is not yet known about the more costly claims.

Inflation Assumptions. Considerable judgment is used in determining our inflation assumptions and each quarter we consider and evaluate the most recent trends, new information and the payment of additional claims, as well as the inherent uncertainties discussed previously. In 2007, we received the following information:

•: We paid and closed additional claims and the paid loss trends for years prior to 2006 have not changed significantly from year-end 2006.
•: The frequency of California permanent disability claims (expensive claims) continues to decline.
•: For the 2006 accident year, we have settled almost twice as many California permanent disability claims as we had at this same time for the 2005 accident year, which is contributing to the current 24 month paid loss inflation factor of 9%.
•: The WCIRB recently published its current estimate of California workers' compensation loss experience based on data through September 30, 2007. The WCIRB continues to confirm the historically low loss ratio estimates for the California workers' compensation industry for accident years 2006, 2005 and 2004 of 36%, 29% and 32%, respectively, with four consecutive years of combined ratios estimated to be below 100%. The WCIRB's estimate of the reserve redundancy for all accident years is $6.5 billion.
•: However, the California State Compensation Fund ("SCIF") reported a calendar year combined ratio of 118.6% for the nine months ended September 30, 2007, including a significant 16.1 percentage points of unfavorable development on prior accident year loss reserves. As the largest writer of workers' compensation in California, SCIF's result runs contrary to the WCIRB's analysis of the industry reserve redundancy.
•: In October 2007, the WCIRB released its fourth annual update on the key cost components impacted by the 2003 and 2004 legislative reforms based on their analysis of the post-reform costs that have emerged through the middle of 2007. The WCIRB currently estimates total savings of approximately 70%, or $14.5 billion, primarily from (1) a reduction in indemnity claim frequency, (2) the January 1, 2005 change in the Permanent Disability Rating Schedule and (3) changes in medical utilization provisions.

At December 31, 2007, the workers' compensation accident year paid loss inflation rates in our paid loss data and the assumptions of accident year inflation rates (deflation rates are shown in parentheses) in our estimates of ultimate losses were as follows:

																					Assumed Inflation (Deflation) in Estimated Ultimate Losses
(Dollars in thousands)	Estimated Ultimate Losses (A)		Average Paid Loss per Claim Annual Inflation (Deflation) Evaluated After Number of Months
(Dollars in thousands)	Estimated Ultimate Losses (A)																								June 30, 2007
Accident Year			12		24		36		48		60		72		84		96		108		December 31, 2007		September 30, 2007		June 30, 2007		March 31, 2007		December 31, 2006

1999	$	221,287	14	%	15	%	15	%	14	%	15	%	15	%	16	%	15	%	15	%	16	%	16	%	16	%	16	%	16	%
2000		242,531	2		10		11		13		13		13		12		12				14		14		14		14		14
2001		313,946	18		16		16		15		15		14		15						16		16		16		17		17
2002		326,345	(2	)	2		4		4		3		5								6		6		6		7		7
2003		337,952	11		2		(2	)	(4	)	(3	)									2		2		2		3		5
2004		324,110	(7	)	(11	)	(15	)	(15	)											(10	)	(9	)	(7	)	(5	)	(5	)
2005		352,624	(2	)	(8	)	(6	)													(11	)	(11	)	(11	)	(11	)	(11	)
2006		323,709	7		9																(4	)	(4	)	(4	)	(4	)	(4	)
2007		282,319	4																		(3	)	(3	)	(3	)	(3	)

(A): Estimated ultimate losses for an accident year represent the estimated aggregate amount we expect to pay for all claims that will be reported for that year for losses and allocated loss adjustment expenses. Loss reserves are the liability for the unpaid portion of ultimate losses, computed by subtracting the amount paid from the ultimate loss estimate as of the balance sheet date.

When we estimate our loss reserves, we do so in the aggregate for all years, and then allocate them to each accident year. This allows us to look at the year-over-year change in claim severity, or inflation—our most important concept for understanding adequate loss reserve estimates. By allocating loss reserves to individual accident years, we produce an implied rate of inflation for each year. The allocation of loss reserves between accident years is less certain for more recent accident years, for which there is less paid loss data and greater uncertainty regarding the ultimate cost of claims. Any changes in our assumptions about inflation rates will cause a change in our loss reserve estimates, although our view of the adequacy of the total loss reserve estimate may be unchanged if the effect of the change in the inflation assumptions has the effect of reallocating the loss reserve estimate among accident years.

Year Ended December 31, 2007. During 2007, we reduced our inflation assumption used in estimating ultimate losses by 1, 1, 3 and 5 percentage points for the 2001, 2002, 2003 and 2004 accident years, respectively, because with the passage of time more of our expensive claims have settled and the observed paid loss trends continue to be stable. These reductions to the inflation assumptions for accident years 2001 through 2004 also changed the ultimate loss estimate for each subsequent accident year, resulting in net favorable development of prior accident year workers' compensation loss reserves of $113.4 million during 2007, representing 9.5% of our estimated workers' compensation net loss reserves at December 31, 2006, and 15.4% of our workers' compensation net premiums earned for the year ended December 31, 2007. During the fourth quarter of 2007, we only changed the inflation assumption for the 2004 accident year by 1 percentage point, resulting in favorable development of $10.3 million. This reduced amount of favorable development compared to the amounts recognized during previous quarters was the result of the lack of any significant new data, concerns about the potential effects of the weakening economy on our open claims, and the apparent inconsistency between the WCIRB's data and the SCIF's results as discussed above.

Historical trends show that the ultimate number of expensive claims for each accident year is not apparent until 36 months has elapsed because the level of permanent disability is initially estimated early in the claim based upon the available medical information. The final assessment of a claimant's permanent disability occurs when they have reached a permanent and stationary medical status. The following table shows the trend in the number of California permanent partial disability ("PPD") claims (expensive claims) at various dates:


Number of California PPD Claims Reported after Number of Months
Accident Year	12	24	36	48	60	72

2002	3,320	2,820	2,735	2,715	2,683	2,665
2003	4,091	3,117	2,912	2,861	2,844
2004	3,972	2,862	2,668	2,617
2005	3,346	2,641	2,573
2006	2,236	2,295
2007	1,812

The following table shows the California PPD claims from the previous table in relation to insured payroll:


California PPD Claims per $10 million of Insured Payroll After Number of Months
Accident Year	12	24	36	48	60	72

2002	5.08	4.31	4.18	4.15	4.10	4.07
2003	5.39	4.11	3.84	3.77	3.75
2004	4.43	3.19	2.98	2.92
2005	3.16	2.50	2.43
2006	2.25	2.30
2007	2.14

As shown, there is a sharply decreasing trend in the frequency of PPD claims compared to the payroll exposure. Even though payroll exposure grew during the five-year period (see table on page 25), the number of PPD claims is down, producing a nearly 50% reduction in PPD claims per $10 million of payroll. A comparison of the statistics from 2002 - 2003 to subsequent years illustrates the benefits of the reforms.

This reduction in expensive claims for the 2005, 2006 and 2007 accident years will ultimately have a deflationary effect on total claim severity. However, the impact on paid loss trends for the most recent accident years is not yet material due to the longer time lag in settling and paying these claims.

In addition, these expensive claims often result in some form of a settlement with the injured worker which generally takes place many years after the injury. At December 31, 2007, we have settled 24% of the 2006 accident

year California permanent disability claims. This compares to 13% for accident year 2005 at December 31, 2006. While we believe that faster settlement of these claims will favorably impact the ultimate loss costs for the 2006 accident year (current assumptions of -4%), we believe it is temporarily contributing to the 9% paid inflation factor at 24 months.

We have incorporated the trends and information discussed above in establishing the assumptions used in estimating ultimate losses for the 2005, 2006 and 2007 accident years, for which we ultimately expect deflationary trends to continue.

The favorable development of prior accident year loss reserve estimates, as well as fewer expensive claims in the most recent accident years had a favorable impact on our ultimate loss estimate for the 2007 accident year. Our 2007 accident year loss and loss adjustment expense ratio and combined ratio estimates are 49.2% and 84.4%.

We cannot predict the timing or amount of future reserve changes (which could be increases or decreases) as they will be dependent on new information concerning the continuation of the paid loss trends. With the passage of time, we gain more certainty regarding the paid loss trends and this information will be evaluated at each reporting period.

Year Ended December 31, 2006. During 2006, we decreased the inflation assumption 10 percentage points for the 2004 accident year to reflect changes in paid loss deflation trends for this accident year, as well as attributing more weight to the paid loss trends because of the passage of time and because more claims were closed. We also reduced our inflation assumptions in estimated losses for the 2005 accident year by 17 percentage points to reflect both the change in the paid loss deflation during 2006 and the observed change in the mix of claims to fewer expensive claims. These lower inflation assumptions resulted in net favorable development of prior accident year workers' compensation loss reserves of $161.3 million during 2006, representing 12.6% of our estimated workers' compensation net loss reserves at December 31, 2005, and 17.3% of our workers' compensation net premiums earned for the year ended December 31, 2006.

The favorable development in the 2004 and 2005 accident years, as well as the observed change in the mix of claims to fewer expensive claims for the 2005 and 2006 accident years, had a favorable impact on our ultimate loss estimate for the 2006 accident year. Our 2006 accident year loss and loss adjustment expense ratio and combined ratio estimates as of December 31, 2006 were 48.7% and 80.0%, respectively.

Year Ended December 31, 2005. During 2005, we reduced our inflation assumptions in estimated losses for each of the 2003 and 2004 accident years as compared to December 31, 2004 to reflect the favorable paid loss deflation trends. The lower inflation assumptions resulted in net favorable development of $100.8 million in 2005 for the 2004 and 2003 accident years, of which $74.5 million was reallocated to increase reserves for older accident years. The net favorable development of prior accident year workers' compensation loss reserves was $26.3 million during 2005, representing 2.4% of our estimated workers' compensation net loss reserves at December 31, 2004, and 2.4% of our workers' compensation net premium earned for the year ended December 31, 2005.

Impact of Different Inflation Assumptions. Different assumptions about the inflation or deflation rates would change our workers' compensation loss reserve estimates, and a material change is reasonably possible although we cannot predict if and to what extent such a change will occur. A change in the assumed inflation rate for any particular accident year would change our estimate of ultimate losses for that accident year by an amount equal to the change in the inflation rate multiplied by the estimated loss for that year. Such a change in the inflation rate for a particular accident year would also change the estimated ultimate loss for each subsequent accident year. As illustrated in the following table, if the average annual inflation rate for each of the accident years 2001 through 2007 were decreased by one percentage point in each year, our loss reserve estimates at December 31, 2007 would decrease by approximately $87 million; and if the average annual inflation rate for each of the accident years 2001 through 2007 were increased by one percentage point in each year, our loss reserve estimates at December 31, 2007 would increase by approximately $89 million.


(Dollars in thousands)	Assumption Currently Used					1% Decrease						1% Increase

Accident Year	Assumed Inflation (Deflation) Rate		(a) Cumulative Inflation Factor	(b) Estimated Ultimate Losses		Assumed Inflation (Deflation) Rate		(c) Cumulative Inflation Factor	[[(c)/(a)]x(b)] Estimated Ultimate Losses			Assumed Inflation (Deflation) Rate		(c) Cumulative Inflation Factor	[[(c)/(a)]x(b)] Estimated Ultimate Losses

2001	16	%	1.160	$	313,946	15	%	1.150	$	311,240		17	%	1.170	$	316,652
2002	6		1.230		326,345	5		1.208		320,508		7		1.252		332,182
2003	2		1.255		337,952	1		1.220		328,527		3		1.290		347,377
2004	(10	)	1.130		324,110	(11	)	1.086		311,490		(9	)	1.174		336,730
2005	(11	)	1.006		352,624	(12	)	0.956		335,098		(10	)	1.057		370,501
2006	(4	)	0.966		323,709	(5	)	0.908		304,273		(3	)	1.025		343,480
2007	(3	)	0.937		282,319	(4	)	0.872		262,734		(2	)	1.005		302,807

				$	2,261,005				$	2,173,870					$	2,349,729
								Change	$	(87,135	)			Change	$	88,724

We believe our loss reserve estimates are adequate. However, the actual ultimate inflation (or deflation) rate will not be known with any certainty for several years. We assume that general health care inflation trends will continue and will impact our long-term claims costs and loss reserves. The extent to which this may be offset by continuing benefits from the reform legislation and recently observed reduction in the number of California expensive claims is uncertain. We will continue to evaluate our best estimate of inflation (or deflation) rates and loss reserves every quarter to reflect the most current data.

Reinsurance Loss Reserves. Loss reserve estimates in our reinsurance segment are subject to uncertainties that are inherent to the reinsurance business. As a reinsurer, we are further removed from the original loss events than we would be as a primary insurer. Therefore, we are subject to longer reporting lags. We are also subject to the estimates that ceding companies make before they determine when, if and how much to report to us. When we estimate losses for catastrophes, our estimates are highly dependent upon the nature and timing of the event and our ability to obtain timely and accurate information with which to estimate our liability. In September 2005, we exited the reinsurance business and ceased writing and renewing assumed reinsurance, with all contracts fully expired at the end of 2006. Our continuing exposure is limited to loss reserve development, if any, on prior accident years and resulting adjustments to contractual premium.

Estimated catastrophe losses in 2007 and 2006 reflect $3 million and $19.9 million of increased estimated losses primarily attributable to Hurricanes Wilma and Rita, which occurred in 2005, based on claims and information we received in 2007 and 2006.

In 2005, we recorded our estimate of the impact of losses arising from Hurricanes Katrina, Rita and Wilma of $69.2 million, net of reinstatement premiums.

Estimates of the impact of catastrophe losses are based on the information that is currently available and such estimates could change based on any new information that becomes available or based upon any reinterpretation of existing information.

Asbestos and Environmental Loss Reserves. We have exposure to asbestos losses in our workers' compensation segment which have not been material to results of operations or financial condition in any year or in the aggregate. In our history, we have paid and closed approximately 4,000 such asbestos-related workers' compensation claims for a total of $11.5 million. At December 31, 2007, we had approximately 400 such claims open with loss reserves of $3.7 million compared to our total workers' compensation net loss reserves of $1.1 billion.

We also have potential exposure to environmental and asbestos losses and loss adjustment expenses beginning in 1985 through our reinsurance segment, but the business we reinsured in this segment contains exclusion clauses for such losses. We believe that our reserves for environmental and asbestos losses are currently appropriately established.

INVESTMENTS

We invest the net cash flow from our operations and from our capital primarily in fixed maturity securities with investment-grade ratings. These investments provide a stable source of income over the long-run, although, in the short-run, changes in interest rates impact the amount of investment income we earn.

The increase in investment income during the year ended December 31, 2007, compared to the corresponding period in 2006 was principally due to a $7.3 million cash dividend, before tax, or $4.9 million after tax, received from a common stock investment and higher interest rates on fixed maturity investments.

The increase in investment income for the year ending December 31, 2006 compared to 2005 reflects the increase in our investment portfolio from the favorable net cash flow from operations and higher interest rates on fixed maturity investments.

The average yields on the investment portfolio were as follows:


	Year Ended December 31,
	2007		2006		2005

Before tax(1)	5.2	%	4.8	%	3.9	%
After tax	3.4		3.2		2.6

(1) Reflects the pre-tax equivalent yield on tax-exempt securities.

Net realized gains from sales of investments vary each year based on market performance and opportunities. The increase in realized gains on investments during the year ended December 31, 2007 compared to 2006 reflects higher gains from sales of common stock investments in 2007. Realized gains were higher in 2005 than 2006, principally because of higher gains from real estate and common stock in 2005, offset, in part, by a charge of $9.5 million before tax ($6.2 million after tax) in the second quarter of 2005 associated with the write-down of Advent Capital (Holdings) PLC, ("Advent Capital"), a common stock investment.

Our investment portfolio was comprised as follows:


	December 31,
	2007		2006

Fixed Maturity Securities	73	%	65	%
Short-term Investments	22		30
Equity Securities	4		4
Other Investments	1		1

	100	%	100	%

Fixed maturity securities consist of the following:


	December 31,
	2007		2006

Corporate bonds	71	%	70	%
U. S. Government bonds	5		6
Municipal bonds	9		9
GNMA securities*	14		13
Other securities	1		2

	100	%	100	%

* GNMA securities are mortgage-backed securities issued by the Government National Mortgage Association and are guaranteed by the U. S. Government.

As of December 31, 2007, we do not have any sub-prime mortgages, derivative securities or other credit-enhancement exposures. Mortgage securities are limited only to those guaranteed by the U. S. Government.

The average credit quality of our municipal bond portfolio at December 31, 2007 is show in the table below. We do not expect a material impact to our financial condition relating to the financial condition of the monoline bond insurers.


(Dollars in thousands)		Average Credit Rating (Moody's)	Market Value		Net Unrealized Gain

Uninsured Bonds		Aa2	$	55,615	$	140
Insured Bonds		Aaa		90,700		484
	Underlying Issuers Rating	A1 to Aa3

Total Municipal Bonds		Aa1	$	146,315	$	624
	Underlying Issuers Rating	Aa3

Of the fixed maturity portfolio, including short-term investments, 94% and 93% were rated investment grade at December 31, 2007 and 2006, respectively. The average maturity of the fixed maturity portfolio, including short-term investments, was 3.9 years and 3.7 years at December 31, 2007 and 2006, respectively. The duration of the fixed maturity portfolio including short-term investments was 3.2 years and 2.8 years at December 31, 2007 and 2006, respectively.

$4.8 million compared to unrealized losses of $10.2 million at December 31, 2006. Stockholders' equity will fluctuate with changes in the fair values of available-for-sale securities. Stockholders' equity increased by $7.0 million after deferred tax from December 31, 2006 to December 31, 2007 and decreased by $4.0 million after deferred tax from December 31, 2005 to December 31, 2006 as a result of changes in the fair values of fixed maturity investments classified as available-for-sale.

The unrealized net gains (losses) on available-for-sale investments were as follows:


	Fixed Maturity						Equity
(Dollars in thousands)	Before Tax			After Tax			Before Tax		After Tax

December 31,
2007	$	1,171		$	762		$	17,443	$	11,338
2006		(9,562	)		(6,215	)		29,304		19,047
2005		(3,423	)		(2,225	)		5,296		3,416

The fair values of investment securities are generally obtained from quoted market sources. However, the fair value of a non-traded fixed maturity security of $20.6 million at December 31, 2006 (no longer owned at December 31, 2007) was estimated using a quantitative analytical technique to arrive at an estimate of fair value. This technique compares the security to traded securities with similar maturity and credit rating characteristics. The underlying assumption in this methodology is that fair values of non-traded securities can be reasonably estimated because if they were traded, our non-traded securities would probably have market yields similar to traded securities with similar credit and maturity characteristics. The fair value of a non-traded common stock investment at December 31, 2007 and 2006 was estimated based on the net asset value of the company which is comprised principally of real estate holdings, and was consistent with price to book value ratios of securities in similar companies which are traded. Translated into United States dollars, the estimated fair value was $37.8 million and $37.3 million at December 31, 2007 and December 31, 2006, respectively.

We diversify our corporate debt investments across a number of industries. The largest concentrations of corporate debt investments are in insurance companies (fair values of $190.5 million and $183.9 million at December 31, 2007 and 2006, respectively) and in financial institutions (fair values of $181.7 million and $142.7 million at December 31, 2007 and 2006, respectively). Investments in corporate debt expose us to the risk of loss of principal in the event of default by the issuer. Also, market prices of both corporate debt and equity investments can fall significantly below the prices at which we acquired the investment. We monitor our portfolio continuously and actively manage our investments to preserve principal values whenever possible. When, in the opinion of management, a decline in the fair value of an investment below its cost or amortized cost is considered to be other-than-temporary, such investment is written-down to its fair value. The amount written-down is recorded in earnings as a realized loss on investments. The determination of other-than-temporary includes, in addition to other relevant factors, a presumption that if the fair value is below cost by a significant amount for a period of time, a write-down is necessary. Investment write-downs reduced realized gains on investments as follows:


	Year Ended December 31,
(Dollars in thousands)	2007	2006	2005

Write-downs	none	none	$	9,547

The write-down in 2005 was attributable to our investment in Advent Capital, a common stock investment.

Our internal investments department manages our investment portfolio and we do not rely on external portfolio managers. We continuously assess the prospects for individual securities as part of ongoing portfolio management, including the identification of other-than-temporary declines in fair values. This process includes reviewing the amount and length of time of unrealized losses on investments, historical and projected company financial performance, company-specific news and other developments, the outlook for industry sectors, credit ratings, and macro-economic changes, including government policy initiatives. We believe that we have appropriately identified other-than-temporary declines in fair value in the three years ended December 31, 2007, and that our remaining

unrealized losses at December 31, 2007 are not other-than-temporary. We base this conclusion on our current understanding of the issuers of these securities, as described above, and because we have also established a presumption that an unrealized loss of a significant amount for a specific period of time is other-than-temporary. We have consistently applied this presumption for sixteen years. We also have the ability and intent to hold securities with unrealized losses for a sufficient amount of time for them to recover their values or reach maturity.

Investments that we currently own could be subject to default by the issuer or could suffer future declines in value that become other-than-temporary. Unrealized losses on fixed maturity securities at December 31, 2007 are principally attributable to increases in interest rates in 2007 and 2006 rather than declines in the credit quality of these investments.

At December 31, 2007, gross unrealized gains and losses in our fixed maturity and equity investment portfolios were as follows:


	Unrealized
(Dollars in thousands)	Gains			Losses

Fixed maturity securities	$	19,873		$	(15,115	)
Equity securities		21,526			(4,083	)

Total unrealized gains (losses)	$	41,399		$	(19,198	)

Percent of total investment portfolio (Fair Value)		1.9	%		0.1	%

The tables below set forth information about securities with unrealized losses at December 31, 2007:


(Dollars in thousands)		Fair Value		Unrealized Losses			Fair Value as a % of Cost Basis

Fixed maturity securities with unrealized losses:
Individually exceeding $0.5 million and for:
	3-6 months (1 issue)	$	4,689	$	(731	)	86.5	%
	6-12 months (3 issues)		16,812		(2,371	)	87.6	%
	Greater than 12 months (3 issues)		51,213		(5,674	)	90.0	%
Individually less than $0.5 million (85 issues)			377,449		(6,339	)	98.3	%

Total		$	450,163	$	(15,115	)	96.8	%

Equity securities with unrealized losses:
Individually exceeding $0.5 million and for:
	Greater than 12 months (1 issue)	$	10,728	$	(3,285	)	76.6	%
Individually less than $0.5 million (7 issues)			11,711		(798	)	93.6	%

Total		$	22,439	$	(4,083	)	84.6	%

The scheduled maturity dates for fixed maturity securities with unrealized losses at December 31, 2007 are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers.


(Dollars in thousands)	Unrealized Loss			Fair Value

1 year or less	$	(98	)	$	19,589
After 1 year through 10 years		(1,449	)		104,328
After 5 years through 10 years		(11,466	)		296,316
After 10 years		(2,102	)		29,930

Total	$	(15,115	)	$	450,163

The following is a summary of securities sold at a loss:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Fixed maturity securities:
Realized losses on sales		$	(4,289	)	$	(3,163	)	$	(10,248	)
Fair value at the date of sale			608,325			1,721,649			2,236,432
Number of securities sold			26			23			48
Losses realized on securities with an unrealized loss preceding the sale for:
	Less than 3 months	$	(1,201	)	$	(826	)	$	(2,388	)
	3-6 months								(2,839	)
	6-12 months		(1,006	)		(1,103	)		(4,324	)
	Greater than 12 months		(2,082	)		(1,234	)		(697	)

Equity securities:
Realized losses on sales		$	(2,252	)	$	(560	)	$	(2,031	)
Fair value at the date of sale			31,743			5,768			17,271
Number of securities sold			13			3			17
Losses realized on securities with an unrealized loss preceding the sale for:
	Less than 3 months	$	(1,715	)	$	(407	)	$	(699	)
	3-6 months		(375	)					(602	)
	6-12 months		(162	)		(153	)		(730	)

Sales of investments at a loss result from ongoing portfolio management, for example, in response to changes in interest rates, changes in our view of the prospects for an issuer or its industry and changes in our views about appropriate asset concentrations and allocation. At the time we sold these investments at a loss, we had the ability to hold them for the long-term and the sales were not related to any liquidity needs. At December 31, 2007, those securities which we are holding in our portfolio with an unrealized loss were compatible with our view of appropriate asset allocation and

issuer prospects. Any future changes in those assumptions could result in sales at a loss or write-downs of securities.

TERRORISM EXPOSURE AND THE TERRORISM RISK INSURANCE ACT OF 2002

Under our workers' compensation policies, we are required to provide workers' compensation benefits for losses arising from 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 have a material adverse affect on our business and financial condition.

We have purchased reinsurance for domestic acts of terrorism up to $150 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. The reinsurance protection for foreign acts of terrorism is up to $75 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. Coverage for nuclear, biological and chemical attacks is limited to 100% of any losses between $10 million and $30 million.

LIQUIDITY AND CAPITAL RESOURCES

The primary needs in managing our liquidity are (a) to ensure that there is adequate cash available in the insurance subsidiaries to pay claims and (b) to ensure the holding company, Zenith National, has adequate cash to service our debt obligations and pay any dividends declared to our stockholders. The management of capital resources ensures that there is adequate capital to operate our insurance business within the applicable requirements.

Liquidity. Our insurance subsidiaries generally create liquidity because insurance premiums are collected prior to disbursements for claims which may take place many years after the collection of premiums. Collected premiums are invested, prior to their use in such disbursements, and investment income provides additional cash receipts. At December 31, 2007, short-term investments and fixed maturity investments maturing within two years in the insurance subsidiaries amounted to $0.6 billion. We expect to pay our obligations as they become due from our liquidity, and from our assets, if needed.

Net cash flow (used in) provided by operating activities for each of the three years ended December 31, 2007 was as follows:


	Year Ended December 31,
(Dollars in thousands)	2007			2006			2005

Net cash flow from workers' compensation business	$	81,688		$	228,882		$	419,634
Net cash used in reinsurance business		(38,558	)		(73,536	)		(35,219	)
Investment income received		91,993			73,818			72,066
Interest and other expenses paid by parent		(7,025	)		(6,170	)		(19,329	)
Income taxes paid		(138,282	)		(124,004	)		(92,292	)

Net cash (used in) provided by operating activities	$	(10,184	)	$	98,990		$	344,860

Net cash flow from operations in 2007 decreased as compared to 2006 and in 2006 compared to 2005 due primarily to lower workers' compensation premiums. Cash flow from operations in 2008 will be affected by our actual premium trends and the impact of declining interest rates on our investment income.

Our excess of loss and catastrophe reinsurance provides protection for workers' compensation losses up to $150.0 million, with catastrophe losses arising out of California earthquakes up to $200.0 million. Effective May 1, 2007, we increased our retention of workers' compensation losses from $1.0 million to $5.0 million, with an annual aggregate limit of $25.0 million in the layer of $5.0 million in excess of the $5.0 million retention. We also retain 50% of any losses between $10.0 million and $20.0 million. We do not believe that this change in retention will have a material impact on our liquidity or capital resources.

Our insurance subsidiaries are required to have securities on deposit for the protection of policyholders in accordance with various states' regulations. At December 31, 2007 and 2006, investments with a fair value of $1.5 billion and $1.3 billion, respectively, were on deposit to comply with such regulations.

Zenith National requires cash to pay any dividends declared to our stockholders, make interest and principal payments on our outstanding debt obligations, fund our operating expenses, and, from time to time, to make capital contributions to Zenith Insurance. Such cash requirements are generally funded in the long-run by dividends received from Zenith Insurance and financing or refinancing activities by Zenith National. Cash, short-term investments, and other marketable investments in Zenith National were $83.6 million and $69.4 million at December 31, 2007 and 2006, respectively. Zenith National's available invested assets and other sources of liquidity are currently expected to be sufficient to meet its requirements for liquidity in the short-term and long-term.

Our insurance subsidiaries are subject to insurance regulations which restrict their ability to distribute dividends. These restrictions are set forth in Note 13 to the Consolidated Financial Statements. In 2008, Zenith Insurance expects to be able to pay up to $122.1 million of dividends to Zenith National without the prior approval of the California Department of Insurance. Zenith Insurance paid dividends to Zenith National of $115.0 million, $50.0 million and $30.0 million in 2007, 2006, and 2005, respectively. The restrictions on the payment of dividends have not had, and under current regulations are not expected to have, a material adverse impact on the ability of Zenith Insurance to pay dividends.

At December 31, 2007, we had a $30.0 million revolving credit agreement with a bank with an expiration date of February 16, 2010. Interest is payable on outstanding loans at either the bank's prime rate or a rate based on Eurodollar deposit rates plus a specified margin depending on our credit rating. This credit agreement contains covenants that require, among other things, we maintain certain financial ratios, including a minimum amount of capital in our insurance subsidiaries, a maximum debt-to-total capitalization ratio and a minimum interest coverage ratio. We were in compliance with all of these covenants at December 31, 2007. There was no amount drawn under the line of credit in 2007 or 2006 nor do we currently anticipate the need to draw on the line of credit for the foreseeable future.

Capital Resources. In our insurance subsidiaries, cash and liquid investments are required to pay claims and expenses and the amount of capital in our insurance subsidiaries can determine how much premium we can write. The principal sources of capital for the insurance subsidiaries are the earnings generated by the workers' compensation and investments segments and contributions of capital by Zenith National. The amount of capital in our insurance subsidiaries is maintained relative to standardized capital

adequacy measures such as risk-based capital where ratios such as net premiums written to statutory surplus measure capital adequacy. Risk-based capital is used by regulators for financial surveillance purposes and by rating agencies to assign financial strength ratings to our insurance subsidiaries and ratings for the debt issued by Zenith National. Insurance regulations require insurance companies to maintain capital at a minimum of 200% of regulatory risk-based capital. At December 31, 2007, our statutory capital of $451.1 million was 507% of such minimum. Statutory capital at December 31, 2007 has been reduced by $582.1 million for the excess statutory reserves required solely because we are domiciled in California (see Note 13 to the Consolidated Financial Statements). Excluding this excess statutory reserve (which, under California statutes is required as of December 31, 2007, but has been eliminated effective January 1, 2008), our statutory capital at December 31, 2007 would be $1.0 billion, which is 1,160% of regulatory risk-based capital and on a comparable basis to the methodology used by other insurers who are subject to industry rules promulgated by the National Association of Insurance Commissioners, and also on the basis that our statutory capital will be determined beginning in 2008.

In 2007, A.M. Best Company ("A.M. Best") raised the financial strength rating of our insurance subsidiaries to A (Excellent), Standard & Poor's Rating Services ("S&P") affirmed the rating at A- (strong), Moody's Investors Service ("Moody's") affirmed the rating at A3 (Good) and Fitch Ratings ("Fitch") affirmed the financial strength rating at A (Strong). Our competitive position is partly determined by these financial strength ratings and therefore we could be affected by a reduction in these ratings. We currently believe that the most influential of these ratings is the rating assigned by A.M. Best. In the A.M. Best rating scheme, ratings of B+ to A++ are considered "Secure" and ratings of B and below are considered "Vulnerable." We believe that a reduction in our A.M. Best rating could impact the amount of business we could write in our workers' compensation segment. In addition to the assigned rating, these rating agencies also provide an accompanying rating outlook for the company. The rating outlook is currently "stable" for the A.M. Best, S&P, Moody's and Fitch ratings.

From time to time, we may make repurchases of our outstanding common stock shares or outstanding debt. At December 31, 2007, we were authorized to repurchase up to 929,000 shares of our common stock at prevailing market prices pursuant to a share repurchase program authorized by our Board of Directors. Any purchases are discretionary and can be adequately funded from our existing sources of liquidity. We have not repurchased any material amounts of our common stock under this repurchase program since 2001 and do not expect to repurchase common stock shares during 2008.

INFLATION

Inflation rates may impact the financial statements and operating results in several areas. Changes in rates of inflation influence interest rates, which in turn impact the market value of the investment portfolio and yields on new investments. Inflation also impacts the portion of losses and loss reserves that relates to hospital and medical expenses and property claims and loss adjustment expenses but not the portion of losses and loss reserves that relates to workers' compensation indemnity payments for lost wages, which are fixed by statute. Adjustments for inflationary impacts are included as part of the continual review of loss reserve estimates. Actuarial account of increases or decreases in costs is considered in setting adequate workers' compensation premium rates, and this is particularly important in the health care area where hospital and medical inflation rates have historically exceeded general inflation rates. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate.

CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES

All of our outstanding financing obligations are included in the Consolidated Financial Statements and the accompanying Notes. There are no liquidity or financing arrangements with unconsolidated entities or any off-balance sheet arrangements. Our available invested assets and other sources of liquidity are currently expected to be sufficient to meet our requirements for liquidity in the short-term and long-term.

The table below sets forth the amounts of our contractual obligations, including interest payable, at December 31, 2007:


	Payments Due by Period
(Dollars in thousands)	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total

Loss reserves	$	294,647	$	310,313	$	154,273	$	694,137	$	1,453,370
Policyholders' dividends accrued		8,643		30,857						39,500
Redeemable securities		5,002		10,004		10,004		138,527		163,537
Convertible notes		1,216								1,216
Operating lease commitments		8,175		13,539		6,683		1,887		30,284

Total	$	317,683	$	364,713	$	170,960	$	834,551	$	1,687,907

Our loss reserves do not have contractual maturity dates and the exact timing of the payment of claims cannot be predicted with certainty. However, based upon historical payment patterns, we have included an estimate of when we expect our loss reserves (without the benefit of any reinsurance recoveries) to be paid. We maintain a portfolio of investments with varying maturities and a substantial amount of short-term investments to provide adequate cash for the payment of claims. We expect to pay our obligations as they become due from our liquidity, and from our assets, if needed.

Our contractual obligations under the outstanding Redeemable Securities are comprised of $105.0 million of interest payments over the next 21 years and $58.5 million of principal payable in 2028. Our contractual obligations under the outstanding Convertible Notes are comprised of $1.2 million of principal which we have called for redemption on March 31, 2008 to be paid in cash at a price of $1,016.429 per $1,000.00 principal amount of each note, plus accrued interest. The holders of the Convertible Notes may, at their option, convert their notes into shares of our common stock at a conversion rate of 59.888 shares per $1,000 principal amount of notes at any time prior to 5:00 pm, New York City time, on March 27, 2008. The maximum number of shares that could be issued upon conversion of the remaining Convertible Notes is approximately 69,000. See Note 9 to the Consolidated Financial Statements for more information concerning the Convertible Notes.

Our commitments and contingencies are disclosed in Note 11 to the Consolidated Financial Statements.

MARKET RISK OF FINANCIAL INSTRUMENTS

The fair value of the fixed maturity investment portfolio is exposed to interest rate risk—the risk of loss in fair value resulting from changes in prevailing market rates of interest for similar financial instruments. However, we have the ability to hold fixed maturity investments to maturity. We rely on the experience and judgment of senior management to monitor and mitigate the effects of market risk. We do not utilize financial instrument hedges or derivative financial instruments to manage risks, nor do we enter into any swap, forward or option contracts, but will attempt to mitigate our exposure through active portfolio management. The allocation among various types of securities is adjusted from time to time based on market conditions, credit conditions, tax policy, changes in interest rates, and other factors. In addition, we place the majority of our investments in high-quality, liquid securities and limit the amount of credit exposure to any one issuer. Our investments in mortgage securities are limited only to those guaranteed by the United States Government. At December 31, 2007, we do not have sub-prime mortgages, derivative securities or other credit enhancement exposures. Due to the average credit quality of our municipal bond portfolio based on the underlying issuers' ratings, we do not expect a material impact to our financial condition relating to the financial condition of the monoline bond insurers.

The table on page 42 provides information about our financial instruments for which fair values are subject to changes in interest rates. For fixed maturity investments, which include held-to-maturity and available for-sale securities, the table presents fair values of investments held and weighted average interest rates on such investments by expected maturity dates. Such investments include corporate bonds, municipal bonds, U.S. Government bonds and mortgage-backed securities. For our debt obligations, the table presents cash flows by expected maturity dates (including interest).


		Expected Maturity Date
(Dollars in thousands)		Expected Maturity Date
(Dollars in thousands)		2008			2009			2010			2011			2012			Thereafter			Total

December 31, 2007
Fixed Maturity Investments:
	Fixed rate	$	134,897		$	89,714		$	93,470		$	104,094		$	370,166		$	818,494		$	1,610,835
	Weighted average interest rate		4.1	%		4.3	%		4.8	%		4.7	%		5.1	%		5.6	%		5.2	%
Short-term investments		$	485,914																	$	485,914
Debt and interest obligations:
	Convertible notes payable(1)		1,216																		1,216
	Redeemable securities payable		5,002		$	5,002		$	5,002		$	5,002		$	5,002		$	138,527			163,537


		Expected Maturity Date
		2007			2008			2009			2010			2011			Thereafter			Total

December 31, 2006
Fixed Maturity Investments:
	Fixed rate	$	115,904		$	147,827		$	84,666		$	93,933		$	197,193		$	847,566		$	1,487,089
	Weighted average interest rate		5.4	%		5.2	%		5.2	%		5.3	%		6.0	%		5.6	%		5.6	%
Short-term investments		$	679,989																	$	679,989
Debt and interest obligations:
	Convertible notes payable(1)		1,216																		1,216
	Redeemable securities payable		5,002		$	5,002		$	5,002		$	5,002		$	5,002		$	143,529			168,539

(1) The Convertible Notes payable are shown with an expected maturity date in 2008 at December 31, 2007 because we have called the Convertible Notes for redemption in the first quarter 2008. Notes payable are shown with an expected maturity date in 2007 at December 31, 2006 because the note holders had the right to convert their notes into our common stock in the first quarter of 2007 (see Note 9 to the Consolidated Financial Statements).

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires both the use of estimates and judgment relative to the application of appropriate accounting policies. Our accounting policies are described in the Notes to the Consolidated Financial Statements, but we believe that the following matters are particularly important to an understanding of our financial statements because changes in these estimates or changes in the assumptions used to make them could have a material impact on the results of operations, financial condition and cash flows.

Loss Reserve Estimation. Loss reserve estimates are inherently uncertain because the ultimate amount we pay under many of the claims we have incurred as of the balance sheet date will not be known for many years. The impact of loss reserve developments on the results of operations in each of the three years ended December 31, 2007 is discussed in the preceding "Loss Reserves" section. Also included is a discussion of the principal uncertainties considered, the actuarial estimation processes used, the role of management, and the inflation assumptions selected in determining loss reserve estimates, as well as the impact of different inflation assumptions on loss reserves estimates.

Investment Write-Downs. When, in the opinion of management, a decline in the fair value of an investment below its cost or amortized cost is considered to be other-than-temporary, such investment is written-down to its fair value. The amount written-down is recorded in earnings as a realized loss on investments. The determination of other-than-temporary includes, in addition to other relevant factors, a presumption that if the market value is below cost by a significant amount for a period of time, a write-down is necessary. Notwithstanding this presumption, the determination of other-than-temporary impairment requires judgment about future prospects for an investment and is therefore a matter of inherent uncertainty. We describe investment write-downs in more detail in the preceding "Investments" section.

Deferred Income Taxes. The temporary differences between the tax and book bases of assets and liabilities are recorded as deferred income taxes. At December 31, 2007 and 2006, Zenith recorded net deferred tax assets of $45.7 million and $54.8 million, respectively, including deferred tax assets of $41.5 million and $43.7 million, respectively, attributable to the fact that the Internal Revenue Code requires property and casualty insurance companies to

discount the tax deduction for loss reserves. We do not discount loss reserves in our financial statements. We expect that the net deferred tax asset is fully recoverable because all future deductible amounts associated with temporary differences can be offset by taxes previously paid and by anticipated future taxable income, including investment income. If this assumption were to change, any amount of the net deferred tax asset which we could not expect to recover would be provided for as an allowance and would be reflected as an increase in income tax expense in the period in which it was established.

RECENTLY ISSUED ACCOUNTING PRONOUCEMENTS

As of December 31, 2007, there are several recently issued accounting pronouncements that we either implemented during the year or will implement in future periods. None of these pronouncements had a material effect on our consolidated financial condition or results of operations. See Note 2 to the Consolidated Financial Statements for a more complete summary.

5-YEAR SUMMARY OF SELECTED FINANCIAL INFORMATION
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES


Years Ended December 31,	Note	2007			2006

(Dollars and shares in thousands, except per share data)
Revenues:
Net premiums earned	1	$	738,532		$	944,217
Net investment income			114,863			106,294
Realized gains on investments			20,353			13,377

Total revenues			873,748			1,063,888

Results of operations by segment:
Net investment income		$	114,863		$	106,294
Realized gains on investments			20,353			13,377

Income before tax from investments segment			135,216			119,671
Income (loss) before tax from:
Workers' compensation segment			243,832			313,576
Reinsurance segment	2		(3,661	)		(20,508	)
Parent segment	3,5		(12,506	)		(11,927	)

Income from continuing operations before tax and equity in earnings of investee			362,881			400,812
Income tax expense			128,981			142,112

Income from continuing operations after tax and before equity in earnings of investee			233,900			258,700
Equity in earnings of investee after tax

Income from continuing operations after tax			233,900			258,700
Gain on sale of discontinued operations after tax	4

Net income		$	233,900		$	258,700

Per common share — diluted:
Income from continuing operations after tax	5	$	6.27		$	6.96
Net income	5		6.27			6.96

Cash dividends declared per common share	6		2.84			1.26

Weighted average common shares outstanding — diluted	5		37,284			37,174

Financial condition:
Total assets		$	2,772,980		$	2,767,553
Investments			2,190,519			2,273,656
Unpaid losses and loss adjustment expenses			1,453,370			1,522,280
Convertible senior notes payable	5		1,135			1,129
Redeemable securities payable	7		58,350			58,342
Stockholders' equity			1,073,357			940,720
Stockholders' equity per share			28.93			25.41
Return on average equity			22.9	%		31.8	%

Insurance statistics (GAAP):
Combined ratio:
Workers' compensation segment			67.0	%		66.3	%
Reinsurance segment	2		NM			264.4	%
Net premiums earned-to-surplus ratio			0.7			1.0
Loss and loss adjustment expense reserves-to-surplus ratio (net of reinsurance)			1.0			1.4

NM=		Not meaningful
(1)		Net premiums earned in 2004 and 2003 are net of $98.7 million and $78.5 million, respectively, of workers' compensation ceded premiums earned in connection with a 10% ceded quota share reinsurance agreement. This agreement was terminated effective December 31, 2004.
(2)		2007, 2006, 2005 and 2004 include catastrophe losses before tax of $3.0 million, $19.9 million, $69.2 million and $21.1 million, respectively.
(3)		Includes interest expense before tax of $5.2 million, $5.3 million, $8.8 million, $13.1 million and $12.4 million in 2007, 2006, 2005, 2004, and 2003, respectively.
(4)		In 2002, we sold our home-building business and related real estate assets. In 2005, 2004, and 2003, we received payments of $1.9 million before tax ($1.3 million after tax), $2.0 million before tax ($1.3 million after tax) and $1.8 million before tax ($1.2 million after tax), respectively, of additional sales proceeds under the earn-out provision of the sale agreement. The last such payment under the earn-out provision was received in 2005.

Years Ended December 31,
Years Ended December 31,	2005			2004			2003

(Dollars and shares in thousands, except per share data)
Revenues:
Net premiums earned	$	1,178,700		$	944,425		$	773,799
Net investment income		79,200			61,876			56,103
Realized gains on investments		22,224			38,579			19,433

Total revenues		1,280,124			1,044,880			849,335

Results of operations by segment:
Net investment income	$	79,200		$	61,876		$	56,103
Realized gains on investments		22,224			38,579			19,433

Income before tax from investments segment		101,424			100,455			75,536
Income (loss) before tax from:
Workers' compensation segment		213,244			104,098			29,260
Reinsurance segment		(56,183	)		(11,956	)		9,562
Parent segment		(20,938	)		(19,051	)		(17,694	)

Income from continuing operations before tax and equity in earnings of investee		237,547			173,546			99,664
Income tax expense		81,894			57,213			33,664

Income from continuing operations after tax and before equity in earnings of investee		155,653			116,333			63,000
Equity in earnings of investee after tax		794			1,381			2,846

Income from continuing operations after tax		156,447			117,714			65,846
Gain on sale of discontinued operations after tax		1,253			1,286			1,154

Net income	$	157,700		$	119,000		$	67,000

Per common share — diluted:
Income from continuing operations after tax	$	4.29		$	3.35		$	2.04
Net income		4.32			3.38			2.07

Cash dividends declared per common share		0.94			0.75			0.67

Weighted average common shares outstanding — diluted		37,052			36,696			34,256

Financial condition:
Total assets	$	2,717,456		$	2,414,655		$	2,023,704
Investments		2,167,000			1,900,014			1,530,494
Unpaid losses and loss adjustment expenses		1,703,445			1,482,319			1,220,749
Convertible senior notes payable		1,124			121,548			121,019
Redeemable securities payable		58,833			58,825			66,794
Stockholders' equity		712,795			502,147			383,246
Stockholders' equity per share		19.14			17.28			13.51
Return on average equity		26.3	%		27.2	%		18.8	%

Insurance statistics (GAAP):
Combined ratio:
Workers' compensation segment		80.9	%		88.5	%		95.9	%
Reinsurance segment		187.1	%		128.2	%		84.3	%
Net premiums earned-to-surplus ratio		1.6			1.5			1.5
Loss and loss adjustment expense reserves-to-surplus ratio (net of reinsurance)		2.0			1.9			2.0

(5)		On March 21, 2003, Zenith issued $125.0 million aggregate principal amount of 5.75% Convertible Senior Notes due March 30, 2023 ("Convertible Notes") and received net proceeds of approximately $120.0 million. Diluted per share amounts for the years ended December 31, 2007, 2006, 2005, 2004 and 2003 reflect the impact of the additional shares issued or issuable in connection with the Convertible Notes. In 2005, $123.8 million of the Convertible Notes were converted into shares of our common stock. In connection with certain of these conversions we paid a cash incentive of $4.7 million in 2005 which was included in the parent segment. On January 31, 2008 we called the remaining $1.2 million of outstanding Convertible Notes for redemption on March 31, 2008.
(6)		Includes an extra dividend of $1.00 per common share declared and paid in December 2007.
(7)		In 2006 and 2004, we paid $0.5 million to repurchase $0.5 million of aggregate principal amount and paid $7.6 million to repurchase $8.0 million of aggregate principal amount, respectively, of the outstanding 8.55% Capital Securities of Zenith National Insurance Capital Trust I, all voting securities of which are owned by Zenith.

CONSOLIDATED BALANCE SHEETS
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

			December 31,

(Dollars and shares in thousands)			2007			2006

Assets:
Investments:
	Fixed maturity investments:
		At amortized cost (fair value $244,537 in 2007 and $215,902 in 2006)	$	240,950		$	216,546
		At fair value (amortized cost $1,365,127 in 2007 and $1,280,749 in 2006)		1,366,298			1,271,187
	Equity securities, at fair value (cost $60,226 in 2007 and $69,014 in 2006)			77,669			98,318
	Short-term investments (at cost or amortized cost, which approximates fair value)			485,914			679,989
	Other investments			19,688			7,616

Total investments				2,190,519			2,273,656
Cash				6,933			7,310
Accrued investment income				21,415			19,209
Premiums receivable				17,627			32,413
Receivable from reinsurers for paid and unpaid losses				346,082			235,802
Deferred policy acquisition costs				9,538			12,617
Deferred tax asset				45,719			54,753
Income tax receivable				8,654
Goodwill				20,985			20,985
Other assets				105,508			110,808

Total assets			$	2,772,980		$	2,767,553

Liabilities:
Policy liabilities:
	Unpaid losses and loss adjustment expenses		$	1,453,370		$	1,522,280
	Unearned premiums			61,950			82,992
Policyholders' dividends accrued				39,500			57,072
Convertible senior notes payable				1,135			1,129
Redeemable securities payable				58,350			58,342
Income tax payable							13,936
Other liabilities				85,318			91,082

Total liabilities				1,699,623			1,826,833

Commitments and contingencies (see Note 11)
Stockholders' equity:
Preferred stock, $1 par, 1,000 shares authorized; none issued or outstanding in 2007 and 2006
Common stock, $1 par, 100,000 shares authorized; issued 44,802 in 2007 and 44,722 in 2006; outstanding 37,107 in 2007 and 37,027 in 2006				44,802			44,722
Additional paid-in capital				464,932			459,103
Retained earnings				718,175			590,715
Accumulated other comprehensive income				12,100			12,832

				1,240,009			1,107,372
Treasury stock, at cost (7,695 shares in 2007 and 2006)				(166,652	)		(166,652	)

Total stockholders' equity				1,073,357			940,720

Total liabilities and stockholders' equity			$	2,772,980		$	2,767,553

The accompanying notes are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

	Year Ended December 31,

(Dollars in thousands, except per share data)	2007			2006		2005

Revenues:
Net premiums earned	$	738,532		$	944,217	$	1,178,700
Net investment income		114,863			106,294		79,200
Realized gains on investments		20,353			13,377		22,224

Total revenues		873,748			1,063,888		1,280,124

Expenses:
Loss and loss adjustment expenses incurred		252,844			322,784		703,870
Policy acquisition costs		123,092			147,153		171,135
Underwriting and other operating expenses		130,776			136,464		125,095
Policyholders' dividends		(1,090	)		51,400		29,010
Interest expense		5,245			5,275		8,757
Payment regarding conversion of convertible senior notes							4,710

Total expenses		510,867			663,076		1,042,577

Income from continuing operations before tax and equity in earnings of investee		362,881			400,812		237,547
Income tax expense		128,981			142,112		81,894

Income from continuing operations after tax and before equity in earnings of investee		233,900			258,700		155,653
Equity in earnings of investee, net of income tax expense of $428							794

Income from continuing operations after tax		233,900			258,700		156,447

Gain on sale of discontinued real estate segment, net of income tax expense of $675							1,253

Net income	$	233,900		$	258,700	$	157,700

Net income per common share:
Basic:
Continuing operations	$	6.31		$	7.00	$	4.66
Discontinued operations							0.04

Net income	$	6.31		$	7.00	$	4.70

Diluted:
Continuing operations	$	6.27		$	6.96	$	4.29
Discontinued operations							0.03

Net income	$	6.27		$	6.96	$	4.32

The accompanying notes are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

			Year Ended December 31,

(Dollars in thousands)			2007			2006			2005

Cash flows from operating activities:
	Premiums collected		$	756,123		$	973,416		$	1,200,424
	Investment income received			91,993			73,818			72,066
	Loss and loss adjustment expenses paid			(435,409	)		(478,607	)		(455,420	)
	Policy acquisition, underwriting and other operating expenses paid			(279,415	)		(340,399	)		(365,107	)
	Interest paid			(5,194	)		(5,234	)		(10,101	)
	Income taxes paid			(138,282	)		(124,004	)		(92,292	)
	Cash paid regarding conversion of Convertible Notes									(4,710	)

Net cash (used in) provided by operating activities				(10,184	)		98,990			344,860

Cash flows from investing activities:
	Purchases of investments:
		Fixed maturity securities held-to-maturity		(48,602	)		(99,760	)		(31,179	)
		Fixed maturity securities available-for-sale		(493,906	)		(786,166	)		(1,664,184	)
		Equity securities available-for-sale		(96,304	)		(51,364	)		(71,966	)
		Other investments		(14,069	)		(2,823	)		(862	)
	Proceeds from maturities and redemptions of investments:
		Fixed maturity securities held-to-maturity		23,852			20,365			31,571
		Fixed maturity securities available-for-sale		131,969			69,289			53,458
		Other investments		3,885			5,343			24,893
	Proceeds from sales of investments:
		Fixed maturity securities available-for-sale		276,103			469,474			1,644,659
		Equity securities available-for-sale		122,730			59,955			114,308
	Net decrease (increase) in short-term investments			217,275			265,764			(401,419	)
	Net proceeds from sale of discontinued real estate segment									1,928
	Capital expenditures and other, net			(12,929	)		(5,985	)		(12,858	)

Net cash provided by (used in) investing activities				110,004			(55,908	)		(311,651	)

Cash flows from financing activities:
	Cash dividends paid to common stockholders			(100,734	)		(43,241	)		(29,472	)
	Proceeds from exercise of stock options			196			227			4,296
	Purchase of treasury stock									(10,886	)
	Repurchase of redeemable securities						(500	)
	Excess tax benefit on stock-based compensation			341			273

Net cash used in financing activities				(100,197	)		(43,241	)		(36,062	)

Net decrease in cash				(377	)		(159	)		(2,853	)
Cash at beginning of year				7,310			7,469			10,322

Cash at end of year			$	6,933		$	7,310		$	7,469

The accompanying notes are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

			Year Ended December 31,

(Dollars in thousands)			2007			2006			2005

Reconciliation of net income to net cash provided by operating activities:
Net income			$	233,900		$	258,700		$	157,700
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Gain on sale of discontinued real estate segment									(1,253	)
	Depreciation expense			9,451			10,152			8,887
	Net accretion			(20,912	)		(28,762	)		(8,028	)
	Realized gains on investments			(20,353	)		(13,377	)		(22,224	)
	Equity in earnings of investee									(794	)
	(Increase) decrease in:
		Accrued investment income		(1,989	)		(3,748	)		1,147
		Premiums receivable		15,310			31,205			(6,110	)
		Receivable from reinsurers for paid and unpaid losses		(110,394	)		23,329			29,977
		Prepaid expenses		(1,827	)		(13,898	)		(641	)
		Deferred policy acquisition costs		3,079			4,057			1,990
	(Decrease) increase in:
		Unpaid losses and loss adjustment expenses		(68,910	)		(181,165	)		221,126
		Unearned premiums		(21,042	)		(40,481	)		(18,746	)
		Policyholders' dividends accrued		(17,572	)		26,496			24,575
		Net income taxes payable		(9,301	)		18,108			(10,398	)
		Accrued expenses		(12,827	)		4,397			(5,175	)
		Other		13,203			3,977			(27,173	)

Net cash (used in) provided by operating activities			$	(10,184	)	$	98,990		$	344,860

The accompanying notes are an integral part of these financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES


				Year Ended December 31,
(Dollars in thousands, except per share data)				2007			2006			2005

Preferred stock, $1 par:
	Beginning of year				none			none			none

		End of year			none			none			none

Common stock, $1 par:
	Beginning of year			$	44,722		$	44,944		$	26,510
	Exercise of stock options				9			11			985
	Conversion of convertible senior notes										5,806
	3-for-2 stock split										11,520
	Restricted stock awards granted										127
	Restricted stock awards not yet vested							(320	)
	Restricted stock vested				71			87
	Restricted stock awards forfeited										(4	)

		End of year		$	44,802		$	44,722		$	44,944

Additional paid-in capital:
	Beginning of year			$	459,103		$	454,281		$	314,262
	Exercise of stock options				187			216			22,186
	Excess tax benefit on stock-based compensation				419			337			10,248
	Recognition of stock-based compensation expense				5,223			4,269			2,714
	Conversion of convertible senior notes										116,391
	3-for-2 stock split										(11,520	)

		End of year		$	464,932		$	459,103		$	454,281

Retained earnings:
	Beginning of year			$	590,715		$	379,031		$	254,682
	Net income				233,900			258,700			157,700
	Cash dividends declared to common stockholders				(106,440	)		(47,016	)		(33,351	)

		End of year		$	718,175		$	590,715		$	379,031

Accumulated other comprehensive income:
	Beginning of year			$	12,832		$	1,191		$	43,583
	Net change in unrealized appreciation of investments during the year, net of deferred tax and reclassification adjustment				(732	)		11,641			(39,383	)
	Change in foreign currency translation adjustment, net of deferred tax										(3,009	)

		End of year		$	12,100		$	12,832		$	1,191

Treasury stock, at cost:
	Beginning of year			$	(166,652	)	$	(166,652	)	$	(136,890	)
	Acquisition of treasury stock										(29,762	)

		End of year		$	(166,652	)	$	(166,652	)	$	(166,652	)

			Total stockholders' equity	$	1,073,357		$	940,720		$	712,795

Cash dividends declared per common share				$	2.84		$	1.26		$	0.94

Stockholders' equity per outstanding common share				$	28.93		$	25.41		$	19.14

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES


		Year Ended December 31,
(Dollars in thousands)		2007			2006		2005

Net income		$	233,900		$	258,700	$	157,700
Other comprehensive (loss) income, net of tax:
	Net change in unrealized (depreciation) appreciation on investments		(732	)		11,641		(39,383	)
	Net change in foreign currency translation adjustment							(3,009	)

Comprehensive income		$	233,168		$	270,341	$	115,308

The accompanying notes are an integral part of these financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES

NOTE 1

BASIS OF PRESENTATION AND
SUMMARY OF OPERATIONS

Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include Zenith National Insurance Corp. ("Zenith National") and its subsidiaries (collectively, "Zenith"). All intercompany transactions and balances have been eliminated in consolidation.

Organization and operations. Zenith National is a holding company, engaged through its wholly-owned subsidiaries (primarily Zenith Insurance Company ("Zenith Insurance")) in the workers' compensation insurance business, nationally. In September 2005, we exited the assumed reinsurance business and ceased writing and renewing assumed reinsurance contracts. All assumed reinsurance contracts expired at the end of 2006, however we will be paying our assumed reinsurance claims for several years. The results of the reinsurance segment, principally consisting of any changes to loss reserve estimates and resulting adjustments to contractual premium, will continue to be included in the results of continuing operations. In addition to the workers' compensation insurance and assumed reinsurance segments, our other business segments include investments and parent (see Note 16). Our home-building business and related real estate assets were sold in 2002. The results of the discontinued real estate segment are presented as discontinued operations (see Note 19). Results of operations of our investment in Advent Capital (Holdings) PLC ("Advent Capital") are presented as equity in earnings of investee through the second quarter of 2005 (see Note 4).

Use of Estimates. GAAP requires the use of assumptions and estimates in reporting certain assets and liabilities and related disclosures. Actual results could differ from those estimates.

3-for-2 Stock Split. On September 7, 2005, Zenith National's Board of Directors declared a 3-for-2 stock split which was paid in the form of a 50% stock dividend. The additional shares of Zenith National's common stock were distributed on October 11, 2005 to shareholders of record as of September 19, 2005. The 3-for-2 stock split was recorded in the third quarter of 2005 as an increase to common stock and a decrease to additional paid-in capital. Dividends, earnings per share amounts, and common stock shares and prices in the current and prior periods reflect the 3-for-2 stock split.

NOTE 2

SUMMARY OF ACCOUNTING POLICIES

INVESTMENTS

Our investments in debt and equity securities are classified into the following three categories: (1) held-to-maturity—those securities which by their terms must be redeemed by the issuing company and that we have the positive intent and ability to hold to maturity are reported at amortized cost; (2) trading—those securities that are held principally for the purpose of selling in the near term are reported at fair value with unrealized gains and losses included in earnings; and (3) available-for-sale—those securities not classified as either held-to-maturity or trading are reported at fair value with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders' equity, net of deferred tax. There were no investments classified as trading at December 31, 2007 or 2006. The majority of held-to-maturity investments are mortgage-backed securities issued by the Government National Mortgage Association ("GNMA") (which are guaranteed by the U. S. Government) and we receive periodic returns of principal on these securities in addition to interest income.

Short-term investments include fixed income securities such as corporate, municipal, and U.S. Treasury securities with maturities of less than one year at the date of purchase. For these

short-term investments, the cost or amortized cost is a reasonable estimate of fair value.

Other investments are comprised of investments in limited partnerships. If our share of a partnership's capital is greater than 5%, we account for the investment on the equity method, and the carrying value of our investment is adjusted to reflect our share of the underlying equity of the partnership. If our share of the partnership capital is no more than 5%, we account for the investment at cost, which is also a reasonable estimate of fair value.

The investment in Advent Capital was accounted for under the equity method through the second quarter of 2005 (see Note 4).

When, in the opinion of management, a decline in the fair value of an investment below its cost or amortized cost is considered to be "other-than-temporary," such investment is written-down to its fair value and the amount written-down is recorded in earnings as a realized loss on investments. The determination of other-than-temporary includes, in addition to other relevant factors, a presumption that if the market value is below cost by a significant amount for a period of time, a write-down is necessary. The amount of any write-down is determined by the difference between cost or amortized cost of the investment and its fair value at the time the other-than-temporary decline was identified. There were no such write-downs in 2007 and 2006. During the year ended December 31, 2005, there was a $9.5 million write-down (See Note 4).

Investment income is recorded when earned. Realized capital gains and losses are calculated based on the cost of securities sold which is determined by the "identified cost" method.

CASH

Cash includes currency on hand and demand deposits with financial institutions.

RECOGNITION OF PROPERTY-CASUALTY REVENUE AND EXPENSE

Revenue Recognition. The consideration paid for an insurance policy or reinsurance contract is generally known as a "premium." Premiums billed to and paid by our policyholders and reinsured companies are the revenues attributable to our workers' compensation and reinsurance segments. Premiums are billed and collected according to policy terms, predominantly in the form of installments during the policy period. Premiums are earned pro-rata over the terms of the policies. Billed premiums applicable to the unexpired terms of policies in-force are recorded in the accompanying consolidated balance sheets as a liability for unearned premiums. Premiums exclude policyholder surcharges primarily attributable to California business, which generally represent state insolvency fund assessments. These insolvency fund assessments are generally paid in advance to the various state agencies and subsequently collected from policyholders in the form of a surcharge, and do not affect our results of operations.

Workers' Compensation Premiums. Workers' compensation premiums are determined based upon the payroll of the insured, the applicable premium rates, and, where applicable, an experience-based modification factor. An audit of the policyholders' records is conducted after policy expiration to make a final determination of applicable premiums. Included with premiums earned is an estimate for earned but unbilled final audit premiums. We can estimate earned but unbilled premiums because we keep track, by policy, of how much additional premium is billed in final audit invoices as a percentage of the original estimated amount that was billed. We use the historical percentage to estimate the probable additional amount that we have earned but not yet billed as of the balance sheet date. Estimated earned but not billed premiums included in premiums receivable were $5.1 million and $9.1 million at December 31, 2007 and 2006, respectively.

Any amounts receivable for billed premiums are charged-off if they are submitted to our in-house legal collections department. An estimate of amounts that are likely to be charged-off is established as an allowance for doubtful accounts as of the balance sheet date. The estimate is comprised of any specific accounts that are past due and are considered probable to be charged-off and a provision against remaining accounts receivable based on historical charge-off data. Premium receivables are reported net of an allowance for estimated uncollectible premium amounts which were $150,000 and $0 at December 31, 2007 and 2006, respectively.

We have written a relatively small number of workers' compensation policies that are retrospectively-rated. Under this type of policy, subsequent to policy expiration, the policyholder may be entitled to a refund or may owe additional premium based on the amount of losses sustained under the policy. These retrospective premium adjustments are limited in the amount by which they increase or decrease the standard amount of premium applicable to the policy. We can estimate these retrospective premium adjustments because we know the underlying loss experience of the policies involved. The estimated liability for return of premiums under retrospectively-rated workers' compensation policies included in unearned premiums was $6.1 million and $8.6 million at December 31, 2007 and 2006, respectively.

Assumed Reinsurance Premiums. Reinsurance contracts covering catastrophe losses are customarily written to provide reinsurance for losses associated with one catastrophic event with a provision to reinstate the contract for the unexpired term of the original contract. An additional premium, called a reinstatement premium, was due in consideration of the reinstatement. If a catastrophe loss was reported and we accrued an estimate for loss, any unearned premium associated with the contract at that time became fully earned. The reinstatement premium was then earned over the remaining term of the contract. Additional premiums earned attributable to reinstatement premiums for catastrophe reinsurance contracts were $0, $0, $20.7 million in 2007, 2006 and 2005, respectively.

Loss and Loss Adjustment Expenses Incurred. Loss and loss adjustment expenses incurred in the accompanying consolidated statements of operations include provisions for the amount we expect to ultimately pay for all reported and unreported claims for the applicable periods. Loss adjustment expenses are the expenses applicable to the process of administering, settling, and investigating claims, including legal expenses.

Estimates of losses from environmental and asbestos-related claims are included in overall loss reserves and to date have not been material.

Unpaid Losses and Loss Adjustment Expenses. The liabilities for unpaid losses and loss adjustment expenses in the accompanying consolidated balance sheets ("loss reserves") are estimates of the unpaid amounts that we expect to pay for the ultimate cost of reported and unreported claims as of the balance sheet date. Loss reserves are estimates and are inherently uncertain; they do not and cannot represent an exact measure of ultimate liability. We perform a comprehensive review of our loss reserves at the end of every quarter, and we employ a combination of actuarial techniques and methods, and management judgment to establish the most reasonable estimate of loss reserves based on the most recent relevant data. Any resulting adjustments to loss reserves are reflected in our Consolidated Statements of Operations in the period the changes are made.

When losses are reported to us, we establish, individually, estimates of the ultimate cost of the claims, known as "case reserves." These case reserves are continually monitored and revised in response to new information and for amounts paid. Our actuaries use this information about reported claims in some of their estimation techniques. In estimating our total loss reserves, we make provision for two types of loss development. At the end of any calendar period, there are a number of claims that have not yet been reported but will arise out of accidents that have already occurred. These are referred to in the insurance industry as incurred but not reported ("IBNR") claims and our loss reserves contain an estimate for IBNR claims. In addition to this provision for late reported claims, we also have to estimate, and make provision for, the extent to which the case reserves on known claims may also develop. These types of reserves are referred to in the insurance industry as "bulk" reserves. Our loss reserves make provision for both IBNR and bulk reserves in total, but not separately.

The principal uncertainty in our workers' compensation loss reserve estimates is caused by changes in the inflation (severity) or deflation trends. Severity is the average cost of a claim as measured by the total cost of claims for a year divided by the number of claims in that year. The annual rate of claim cost inflation (or deflation) is the year over year percentage change in claim severity. Inflation or deflation is attributable to several factors which include changes in health care costs, legislative reforms to the workers' compensation system and the number of expensive claims relative to the total number of claims in a year. Expensive claims

are those involving permanent disability of an injured worker and are paid over several years. We believe our loss reserve estimates are adequate. However, the actual ultimate inflation (or deflation) rate will not be known with any certainty for several years. We assume that general healthcare inflation trends will continue and will impact our long-term claim costs and loss reserves. The extent to which this may be offset by benefits from the reform legislation and recently observed reduction in the number of California expensive claims is uncertain. We will continue to evaluate our best estimate of inflation (or deflation) rates and reserves every quarter to reflect the most current data.

Catastrophes. We are exposed to the risk of significant loss in the event of major loss events, known in the insurance industry as catastrophes. Catastrophes may cause significant contemporaneous financial statement losses since catastrophe losses may not be accrued in advance of the event.

In our reinsurance segment, which we exited in 2005, estimates of the impact of the 2005 hurricanes 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.

Deferred Policy Acquisition Costs. Policy acquisition costs, consisting of agent commissions, premium taxes, and certain other underwriting costs that vary with, and are primarily related to, the production of new or renewal business are deferred and amortized as the related premiums are earned.

A premium deficiency is recognized if the sum of expected claims costs, claims adjustment expenses, expected dividends to policyholders, unamortized acquisition costs and policy maintenance costs exceeds the related unearned premiums. A premium deficiency would first be recognized by charging any unamortized acquisition costs to expense to the extent required to eliminate the deficiency. If the premium deficiency were greater than unamortized acquisition costs, a liability would be accrued for the excess deficiency. We do not consider anticipated investment income when determining if a premium deficiency exists. Our estimates indicate that there was no premium deficiency at December 31, 2007 and 2006.

Policyholders' Dividends. Most of our workers' compensation policies are non-participating but we issue certain policies in which the policyholder may participate in favorable claims experience through a dividend. An estimated provision for workers' compensation policyholders' dividends is accrued as the related premiums are earned. Such dividends do not become a fixed liability unless and until declared by the respective Boards of Directors of our insurance subsidiaries. The dividend to which a policyholder may be entitled is set forth in the policy and is related to the amount of losses sustained under the policy. Dividends are calculated after policy expiration (usually at 6 months and at 18 months after such expiration). We are able to estimate any liability we may have because we know the underlying loss experience of the policies we have written with dividend provisions and can estimate future dividend payments from the policy terms.

In addition, Florida statutes require payment of additional policyholders' dividends to Florida policyholders pursuant to a formula based on underwriting results "Florida Dividends." As of December 31, 2007 and 2006, we accrued $19.0 million and $34.1 million, respectively, for Florida Dividends payable for prior accident years. During the year ended December 31, 2007, we reduced our accrual for estimated Florida Dividends by $15.1 million to reflect the impact of changes in our direct loss reserves, as well as the impact of the recently enacted legislation in California (the domiciliary state of our insurance subsidiaries), which eliminated the excess statutory reserves effective January 1, 2008. Our ultimate obligation for Florida Dividends is dependent on our filings with the Florida Department of Insurance and on our prescribed loss reserves included in our annual statutory financial statements.

State Guarantee Fund Assessments. State guarantee funds ("Guarantee Funds") exist to ensure that policyholders (holders of direct insurance policies but not of reinsurance policies) receive payment of their claims if insurance companies become insolvent. The Guarantee Funds are funded primarily by statutorily prescribed assessments they bill to insurance companies doing business in their states. Various mechanisms exist in some of these states for assessed insurance companies to

recover these assessments. Upon the insolvency of an insurance company, the Guarantee Funds become primarily liable for the payment of the insolvent company's liabilities to policyholders. The declaration of an insolvency establishes the presumption that assessments by the Guarantee Funds are probable. We write workers' compensation insurance in many states in which unpaid workers' compensation liabilities are the responsibility of the Guarantee Funds and have received, and expect to continue to receive, Guarantee Fund assessments, some of which may be based on certain of the premiums we have already earned at December 31, 2007.

We recorded an estimate of $6.2 million (net of expected recoveries of $1.3 million recoverable before the end of 2008) for our expected liability at December 31, 2007 for Guarantee Fund assessments. Recoveries are attributable to premium tax credits in various states. The amount of the recovery we have recorded is limited to credits applicable to, and recoverable from, premiums earned at December 31, 2007. The estimated expense for Guarantee Fund assessments was $33,000, $2.0 million and $5.4 million in 2007, 2006 and 2005, respectively. We expect that we will continue to accrue and receive Guarantee Fund assessments; and the ultimate impact of such assessments will depend upon the amount and timing of the assessments and of any recoveries to which we are entitled.

REINSURANCE CEDED

In the ordinary course of business and in accordance with general insurance industry practices, we purchase excess of loss reinsurance to protect us against the impact of large, irregularly-occurring losses in the workers' compensation segment. Such reinsurance reduces the magnitude of such losses on net income and the capital of Zenith Insurance. 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 agreement. We monitor the financial condition of our reinsurers and do not believe that we are currently exposed to any material credit risk through our ceded reinsurance arrangements because most of our reinsurance is recoverable from large, well-capitalized reinsurance companies.

Premiums earned and loss and loss adjustment expenses incurred are stated in the accompanying Consolidated Statements of Operations after deduction of amounts ceded to reinsurers. Balances due from reinsurers on unpaid losses, including an estimate of such recoverables related to reserves for IBNR losses, are reported as assets and are included in receivable from reinsurers even though amounts due on unpaid loss and loss adjustment expenses are not recoverable from the reinsurer until such losses are paid. Receivable from reinsurers on unpaid losses and loss adjustment expenses amounted to $336.6 million and $225.8 million at December 31, 2007 and 2006, respectively.

In 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. Also, in 1998, we entered into an aggregate excess of loss reinsurance agreement which provides ceded reinsurance for unpaid losses assumed by Zenith Insurance from RISCORP up to $50.0 million in excess of $182.0 million. Receivable from reinsurers on unpaid losses and loss adjustment expenses at December 31, 2007 and 2006 includes $14.2 million and $10.5 million, respectively, recoverable under such reinsurance and is secured by assets held in a trust account. The deferred benefit associated with such reinsurance was $5.2 million and $2.9 million at December 31, 2007 and 2006, respectively.

PROPERTIES AND EQUIPMENT

Properties and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis using the following useful lives: buildings—10 to 40 years; and furniture, fixtures and equipment—3 to 10 years. Expenditures for maintenance and repairs are charged to operations as incurred. Additions and improvements to buildings and other fixed assets are capitalized and depreciated over the useful lives of the properties and equipment. Upon disposition, the asset cost and related depreciation are removed from the accounts and the resulting gain or loss is included in income.

INTANGIBLE ASSETS

Goodwill from acquisitions was $21.0 million at December 31, 2007 and 2006 and is included in assets of the workers' compensation segment. We evaluated this goodwill at December 31, 2007 and 2006 and determined that such goodwill was not impaired. Other than goodwill, we had no intangible assets at December 31, 2007 or 2006.

RESTRICTED STOCK AND STOCK OPTIONS

Restricted Stock. Under a restricted stock plan approved by our stockholders in May 2004, as subsequently amended ("Restricted Stock Plan"), non-employee Directors and key employees are awarded shares of Zenith National's common stock with restricted ownership rights. Of the shares of stock granted to employees, 50% vest two years after the grant date and the remaining 50% of the shares vest four years after the grant date. Shares granted to non-employee Directors vest on each of the first three anniversaries of the grant date in equal amounts of one-third of the amount granted. The fair value of restricted stock awards is measured using the closing price of Zenith National's common stock on the grant date and is recognized as an expense, net of estimated forfeitures, over the vesting period of the awards. The tax savings resulting from tax deductions in excess of compensation expense ("excess tax benefits") is reflected as a cash inflow from financing activities in our statement of cash flows.

Stock options. Under an employee non-qualified stock option plan adopted by the Board of Directors and stockholders of Zenith National in 1996 ("Stock Option Plan"), options were granted to certain officers and key employees for the purchase of Zenith National's common stock at 100% of the market price at the date of grant. The Stock Option Plan expired according to its terms in May 2006 and all options were fully exercised or expired as of December 31, 2007.

RECLASSIFICATIONS

Certain prior year amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.

FOREIGN CURRENCY TRANSLATION

Translation gains or losses, net of applicable tax, associated with foreign currency investments accounted for under the equity method were credited or charged directly to a separate component of other comprehensive income.

The fair value of any foreign investments in our investment portfolio includes a component to reflect the fair value in United States dollars.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement No. 157, "Fair Value Measurements" ("SFAS No. 157"), which provides a common definition of fair value and establishes a framework to make the measurement of fair value more consistent and comparable. SFAS No. 157 also requires expanded disclosures about (1) the extent to which companies measure assets and liabilities at fair value, (2) the methods and assumptions used to measure fair value and (3) the effect of fair value measures on earnings. The Company will adopt SFAS No. 157 on January 1, 2008, and we do not believe it will have a material impact on our consolidated financial condition or results of operations.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"), which permits entities to elect to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. An entity will report unrealized gains and losses on items for which the fair

value option has been elected in earnings at each subsequent reporting date. The fair value option (1) may be applied instrument by instrument, with a few exceptions such as investments accounted for by the equity method, (2) is irrevocable (unless a new election date occurs) and (3) is applied only to entire instruments and not to portions of instruments. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be recorded at fair value nor does it eliminate disclosure requirements included in other accounting standards. SFAS No. 159 is effective as of January 1, 2008. We are currently evaluating SFAS No. 159; however, we do not believe it will have a material impact on our consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on our consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51" ("SFAS No. 160"). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on our consolidated results of operations and financial condition.

We also adopted the following accounting standards in 2006 and 2007, none of which had a material effect on our consolidated financial condition or results of operations:

•: American Institute of Certified Public Accountants Statement of Position 05-1, "Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts;"
•: SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments;"
•: FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109;"
•: Securities and Exchange Commission Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;" and
•: FASB EITF 06-11, "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards."

NOTE 3

INVESTMENTS

The amortized cost, fair value and carrying value of investments were as follows:


				Gross Unrealized
December 31, 2007 (Dollars in thousands)		Cost or Amortized Cost		Gross Unrealized					Fair Value		Carrying Value
December 31, 2007 (Dollars in thousands)		Cost or Amortized Cost		Gains		(Losses)			Fair Value		Carrying Value

Held-to-maturity:
	Corporate debt	$	11,465	$	314				$	11,779	$	11,465
	Mortgage-backed securities		201,518		3,691	$	(123	)		205,086		201,518
	State and local government debt		22,967				(342	)		22,625		22,967
	Foreign government debt		5,000		47					5,047		5,000

Total held-to-maturity		$	240,950	$	4,052	$	(465	)	$	244,537	$	240,950

Available-for-sale:
	U.S. government debt	$	80,063	$	687				$	80,750	$	80,750
	State and local government debt		122,724		1,111	$	(145	)		123,690		123,690
	Corporate debt		1,139,783		13,714		(13,851	)		1,139,646		1,139,646
	Mortgage-backed securities		16,957		309					17,266		17,266
	Redeemable preferred stocks		5,600				(654	)		4,946		4,946
	Equity securities		60,226		21,526		(4,083	)		77,669		77,669
	Short-term investments		485,914							485,914		485,914

Total available-for-sale		$	1,911,267	$	37,347	$	(18,733	)	$	1,929,881	$	1,929,881


				Gross Unrealized
December 31, 2006 (Dollars in thousands)		Cost or Amortized Cost		Gross Unrealized					Fair Value		Carrying Value
December 31, 2006 (Dollars in thousands)		Cost or Amortized Cost		Gains		(Losses)			Fair Value		Carrying Value

Held-to-maturity:
	Corporate debt	$	11,522	$	210				$	11,732	$	11,522
	Mortgage-backed securities		176,713		759	$	(687	)		176,785		176,713
	State and local government debt		23,311				(801	)		22,510		23,311
	Foreign government debt		5,000				(125	)		4,875		5,000

Total held-to-maturity		$	216,546	$	969	$	(1,613	)	$	215,902	$	216,546

Available-for-sale:
	U.S. government debt	$	90,564			$	(255	)	$	90,309	$	90,309
	State and local government debt		110,576	$	354		(1,026	)		109,904		109,904
	Corporate debt		1,033,123		5,938		(15,253	)		1,023,808		1,023,808
	Mortgage-backed securities		19,139		122		(4	)		19,257		19,257
	Redeemable preferred stocks		27,347		634		(72	)		27,909		27,909
	Equity securities		69,014		29,318		(14	)		98,318		98,318
	Short-term investments		679,989							679,989		679,989

Total available-for-sale		$	2,029,752	$	36,366	$	(16,624	)	$	2,049,494	$	2,049,494

Fixed maturity securities, including short-term investments, by contractual maturity were as follows at December 31, 2007:


(Dollars in thousands)		Amortized Cost		Fair Value

Held-to-maturity:
	Due after 1 year through 5 years	$	119,646	$	121,105
	Due after 5 years through 10 years		109,839		111,653
	Due after 10 years		11,465		11,779

Total held-to-maturity		$	240,950	$	244,537

Available-for-sale:
	Due in 1 year or less	$	620,041	$	620,811
	Due after 1 year through 5 years		489,678		494,380
	Due after 5 years through 10 years		709,290		707,091
	Due after 10 years		32,032		29,930

Total available-for-sale		$	1,851,041	$	1,852,212

Mortgage-backed securities are shown as being due at their average expected maturity dates. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Fixed maturity securities classified as held-to-maturity with unrealized losses were as follows:


December 31, 2007 (Dollars in thousands)		Fair Value		Unrealized Losses			Number of Issues

Less than 12 months:
	State and local government debt	$	3,248	$	(11	)	1
	Mortgage-backed securities		16,082		(123	)	6

Total less than 12 months		$	19,330	$	(134	)	7

Greater than 12 months:
	State and local government debt	$	19,377	$	(331	)	6

Total greater than 12 months		$	19,377	$	(331	)	6

Total held-to-maturity:
	State and local government debt	$	22,625	$	(342	)	7
	Mortgage-backed securities		16,082		(123	)	6

Total held-to-maturity		$	38,707	$	(465	)	13


December 31, 2006 (Dollars in thousands)		Fair Value		Unrealized Losses			Number of Issues

Less than 12 months:
	Mortgage-backed securities	$	90,322	$	(357	)	16

Total less than 12 months			90,322		(357	)	16

Greater than 12 months:
	State and local government debt		22,510		(801	)	7
	Mortgage-backed securities		15,721		(330	)	4
	Foreign government debt		4,875		(125	)	1

Total greater than 12 months			43,106		(1,256	)	12

Total held-to-maturity:
	State and local government debt		22,510		(801	)	7
	Mortgage-backed securities		106,043		(687	)	20
	Foreign government debt		4,875		(125	)	1

Total held-to-maturity		$	133,428	$	(1,613	)	28

Securities classified as available-for-sale with unrealized losses were as follows:


December 31, 2007 (Dollars in thousands)		Fair Value		Unrealized Losses			Number of Issues

Less than 12 months:
	Corporate debt	$	298,926	$	(8,022	)	53
	Equity securities		11,711		(798	)	7
	Redeemable preferred stocks		4,946		(654	)	2
	State and local government debt		28,359		(102	)	13

Total less than 12 months		$	343,942	$	(9,576	)	75

Greater than 12 months:
	Corporate debt	$	72,804	$	(5,829	)	9
	Equity securities		10,728		(3,285	)	1
	State and local government debt		6,421		(43	)	2

Total greater than 12 months		$	89,953	$	(9,157	)	12

Total available-for-sale:
	Corporate debt	$	371,730	$	(13,851	)	62
	Equity securities		22,439		(4,083	)	8
	Redeemable preferred stocks		4,946		(654	)	2
	State and local government debt		34,780		(145	)	15

Total available-for-sale		$	433,895	$	(18,733	)	87


December 31, 2006 (Dollars in thousands)		Fair Value		Unrealized Losses			Number of Issues

Less than 12 months:
	Corporate debt	$	268,094	$	(3,949	)	59
	State and local government debt		15,927		(118	)	7
	U.S. government debt		74,916		(162	)	2
	Equity securities		3,463		(14	)	3
	Redeemable preferred stocks		400		(1	)	1
	Mortgage-backed securities		4,929		(4	)	1

Total less than 12 months		$	367,729	$	(4,248	)	73

Greater than 12 months:
	Corporate debt	$	423,533	$	(11,304	)	68
	State and local government debt		54,077		(908	)	17
	U.S. government debt		15,393		(93	)	3
	Redeemable preferred stocks		1,182		(71	)	1

Total greater than 12 months		$	494,185	$	(12,376	)	89

Total available-for-sale:
	Corporate debt	$	691,627	$	(15,253	)	127
	State and local government debt		70,004		(1,026	)	24
	U.S. government debt		90,309		(255	)	5
	Equity securities		3,463		(14	)	3
	Redeemable preferred stocks		1,582		(72	)	2
	Mortgage-backed securities		4,929		(4	)	1

Total available-for-sale		$	861,914	$	(16,624	)	162

Unrealized losses on fixed maturity securities at December 31, 2007 are principally attributable to increases in interest rates in 2007 and 2006. We continuously assess the prospects for individual securities as part of ongoing portfolio management, including the identification of other-than-temporary declines in fair values. This process includes reviewing the amount and length of time of unrealized losses on investments, historical and projected company financial performance, company-specific news and other developments, the outlook for industry sectors, credit ratings, and macro-economic changes, including government policy initiatives. We believe that we have appropriately identified other-than-temporary declines in fair value in the three years ended December 31, 2007, and that our remaining unrealized losses at December 31, 2007 are not other-than-temporary. We base this conclusion on our current understanding of the issuers of these securities, as described above, and because we have also established a presumption that an unrealized loss of a significant amount for a specific period of time is other-than-temporary. We have consistently applied this presumption for sixteen years. We also have the ability and intent to hold securities with unrealized losses for a sufficient amount of time for them to recover their values or reach maturity.

At December 31, 2007 and 2006, 88% and 90%, respectively, of the investments in fixed maturity securities and short-term investments were classified as available-for-sale securities. The change in fair value of fixed maturity investments classified as available-for-sale resulted in an increase in stockholders' equity of $7.0 million after deferred tax from December 31, 2006 to December 31, 2007 and in a decrease of $4.0 million after deferred tax from December 31, 2005 to December 31, 2006. Fluctuating interest rates will impact stockholders' equity, realized gains and maturities of certain debt securities.

The gross realized gains on sales of investments classified as available-for-sale, including short-term investments, during 2007, 2006, and 2005 were $24.9 million, $12.3 million and $34.7 million, respectively, and the gross realized losses were $6.5 million, $3.7 million and $12.3 million, respectively.

Net realized investment gains and the change in unrealized investment gains (losses) before tax were as follows:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Net realized gains (losses):
	Equity securities	$	17,642		$	9,532		$	30,067
	Fixed maturity securities		667			(975	)		(7,560	)
	Real estate investments		42			1,664			8,255
	WorldCom settlement					2,076
	Advent Capital write-down (see Note 4)								(9,547	)
	Other		2,002			1,080			1,009

Net realized gains		$	20,353		$	13,377		$	22,224

Change in fair value (under) over cost:
	Equity securities	$	(11,861	)	$	24,048		$	(37,844	)
	Fixed maturity securities		14,964			(6,485	)		(25,611	)

Net investment income before tax was as follows:


	Year Ended December 31,
(Dollars in thousands)	2007			2006			2005

Fixed maturity securities	$	82,417		$	71,891		$	67,037
Equity securities		8,045			1,659			1,247
Short-term investments		29,716			37,246			14,766
Other		508			978			723

Subtotal		120,686			111,774			83,773
Investment expenses		(5,823	)		(5,480	)		(4,573	)

Net investment income	$	114,863		$	106,294		$	79,200

Net investment income from equity securities in the year ended December 31, 2007 includes a $7.3 million cash dividend received from a common stock investment.

Investments with a fair value of $1.5 billion and $1.3 billion at December 31, 2007 and 2006, respectively, were on deposit with regulatory authorities in compliance with insurance company regulations.

NOTE 4

EQUITY IN EARNINGS OF INVESTEE

At December 31, 2007 and 2006, we owned 22.1 million shares of Advent Capital common stock. On June 3, 2005, Advent Capital sold 114.3 million shares of its common stock in a public offering at the United States dollar equivalent of $0.64 per share. On the same date, Advent Capital common stock was listed for trading on the Alternative Investments Market of the London Stock Exchange ("AIM"). Prior to Advent Capital's listing on the AIM, there was no public market for such shares. Prior to the public offering, we owned approximately 20.9% of the outstanding shares of Advent Capital and recorded our investment in Advent Capital under the equity method of accounting, recognizing our share of the earnings or losses of Advent Capital. After the sale of additional shares of common stock by Advent Capital in 2005, we own less than 10.0% of the outstanding shares of Advent Capital and no longer have representation on the board of directors. We therefore account for our investment in Advent Capital under the cost method of accounting and report this investment as an equity security in the Consolidated Balance Sheets at fair value using the quoted price of Advent Capital's common stock from AIM, translated into United States dollars.

In 2005, we reduced the carrying value of this investment to its fair value resulting in a charge of $9.5 million before tax ($6.2 million after tax) recorded as a reduction of realized gains on investments. The charge resulted from the difference between the fair value of our investment in Advent Capital, based upon the offering price for Advent Capital's common stock, and the carrying value of the investment under the equity method as of the date of the public offering.

In the second quarter of 2005, we received a dividend payment from Advent Capital of $1.1 million. No such dividends were received during 2007 and 2006.

NOTE 5

FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments are contractual obligations that result in the delivery of cash or an ownership interest in an entity. The following summarizes the carrying value and fair value of our financial instruments. For financial instruments not discussed below, the carrying amount is a reasonable estimate of the fair value.


		2007				2006
December 31,						Carrying Value
(Dollars in thousands)		Carrying Value		Fair Value		Carrying Value		Fair Value

Assets:
	Investments	$	2,190,519	$	2,194,106	$	2,273,656	$	2,273,012
Liabilities:
	Convertible Notes		1,135		3,071		1,129		3,215
	Redeemable Securities		58,350		55,893		58,342		61,987

Fair values of investments, which are further detailed in Note 3, were determined using market prices obtained from independent pricing services and various broker-dealers, or were estimated using analytical methods. The fair value of a non-traded fixed maturity security of $20.6 million at December 31, 2006 (no longer owned at December 31, 2007) was estimated using a quantitative analytical technique, which compares such security with the prices of traded securities with similar characteristics, to arrive at an estimate of fair value. The fair value of a non-traded common stock investment of $37.8 million and $37.3 million at December 31, 2007 and 2006, respectively, was estimated based on the net asset value of the company, which was consistent with the price to book value ratios of securities in similar companies which are traded. The fair values of the 5.75% Convertible Senior Notes due March 30, 2023 (the "Convertible Notes") and 8.55% Capital Securities ("Redeemable Securities") were estimated using quantitative analytical techniques, which compare the Convertible Notes to the price of our common stock, into which they are convertible, and the Redeemable Securities to the price of traded securities with similar characteristics.

NOTE 6

PROPERTIES AND EQUIPMENT

Properties and equipment, included in other assets, consist of the following:


December 31, (Dollars in thousands)	2007			2006

Land	$	9,650		$	9,650
Buildings		36,018			35,550
Furniture, fixtures and equipment		81,281			75,119

Subtotal		126,949			120,319
Accumulated depreciation		(69,097	)		(64,874	)

Total	$	57,852		$	55,445

Depreciation expense in the years ended December 31, 2007, 2006 and 2005 was $9.4 million, $10.2 million and $8.9 million, respectively.

NOTE 7

INCOME TAX

Zenith files a consolidated federal income tax return. The insurance subsidiaries pay premium taxes on gross premiums written in lieu of most state income or franchise taxes.

The components of the provision for tax on the income from continuing operations before equity in earnings of investee were:


	Year Ended December 31,
(Dollars in thousands)	2007		2006		2005

Current	$	119,552	$	135,460	$	96,141
Deferred		9,429		6,652		(14,247	)

Income tax expense	$	128,981	$	142,112	$	81,894

The difference between the statutory income tax rate of 35% and our effective tax rate on income from continuing operations before tax and equity in earnings of investee, as reflected in the Consolidated Statements of Operations, was as follows:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Statutory income tax expense		$	127,008		$	140,284		$	83,141
(Reduction) increase in tax:
	Dividend received deduction and tax-exempt interest		(1,828	)		(1,839	)		(1,866	)
	Reduction in tax estimate for a prior year								(1,105	)
	Non-deductible expenses and other		3,801			3,667			1,724

Income tax expense		$	128,981		$	142,112		$	81,894

Deferred tax is provided based upon temporary differences between the tax and book basis of assets and liabilities. The components of the deferred tax assets and liabilities were as follows:


December 31,	2007				2006

	Deferred Tax				Deferred Tax

(Dollars in thousands)	Assets		Liabilities		Assets		Liabilities

Investments			$	14,330			$	14,141
Deferred policy acquisition costs				3,338				4,416
Properties and equipment				4,695				3,791
Unpaid losses and loss adjustment expenses discount	$	41,469			$	43,723
Limitation on deduction for unearned premiums		5,639				7,711
Policyholders' dividends accrued		13,825				19,975
Other		8,322		1,173		6,957		1,265

	$	69,255	$	23,536	$	78,366	$	23,613

Net deferred tax asset	$	45,719			$	54,753

Property-casualty loss reserves are not discounted in our consolidated financial statements; however, the Tax Reform Act of 1986 requires property and casualty loss reserves to be discounted for tax purposes. Our net deferred tax asset is expected to be fully recoverable because all future deductible amounts associated with deferred tax assets can be offset by recovery of income taxes paid within the statutory carry-back period or anticipated future taxable income, including investment income.

At December 31, 2007, we had no material unrecognized tax benefits. We recognize any interest and penalties related to uncertain tax positions in income tax expense, however there were none for the year ended December 31, 2007.

Tax years 2004 through 2007 and 2003 through 2007 are subject to examination by the federal and state taxing authorities, respectively. There are no income tax examinations currently in process.

NOTE 8

UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES

The following table represents a reconciliation of changes in the liability for unpaid losses and loss adjustment expenses:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Beginning of year, net		$	1,301,076		$	1,459,797		$	1,212,032
Incurred claims:
	Current accident year		362,645			464,106			730,770
	Prior accident years		(109,801	)		(141,322	)		(26,900	)

Total incurred claims			252,844			322,784			703,870

Payments:
	Current accident year		(116,642	)		(131,595	)		(147,926	)
	Prior accident years		(310,470	)		(349,910	)		(308,179	)

Total payments			(427,112	)		(481,505	)		(456,105	)

End of year, net			1,126,808			1,301,076			1,459,797
Receivable from reinsurers for unpaid losses			326,562			221,204			243,648

End of year, gross		$	1,453,370		$	1,522,280		$	1,703,445

The net favorable development of $109.8 million in 2007 is principally related to a reduction in estimated workers' compensation losses for the 2003 through 2006 accident years.

The net favorable development of $141.3 million in 2006 is principally related to a reduction in estimated workers' compensation losses for the 2004 and 2005 accident years offset, in part, by unfavorable development of reinsurance reserves for the 2005 hurricanes. The net $26.9 million favorable development in 2005 principally related to a reduction in estimated workers' compensation losses for the 2003 and 2004 accident years, partially offset by a re-allocation of loss reserves to older accident years.

NOTE 9

DEBT

Convertible Senior Notes Payable. On March 21, 2003, we issued $125.0 million aggregate principal amount of the Convertible Notes in a private placement, from which we received net proceeds of $120.0 million. In 2005, $123.8 million of aggregate principal amount of the Convertible Notes were converted into shares of our common stock. We paid $4.7 million in cash as an incentive for certain of these conversions which is included in the results of the Parent segment.

Issue costs and discount of $5.0 million are being amortized using the effective interest method over the time from issuance to March 30, 2010, the first date that a holder of a Convertible Note could elect to have the notes repurchased by us. During the years ended December 31, 2007, 2006, and 2005, $0.1 million, $0.1 million, and $3.5 million, respectively, of interest, issue costs and discount were expensed.

Redeemable securities. At December 31, 2007 and 2006, Zenith National Insurance Capital Trust I, a Delaware statutory business trust ("Trust"), all of the voting securities of which are owned by Zenith National, had $58.5 million outstanding of the $75.0 million Redeemable Securities originally issued. The Redeemable Securities pay semi-annual cumulative cash distributions at the annual rate of 8.55% of the $1,000 liquidation amount per security.

The Trust had invested $77.3 million in Zenith National's 8.55% Subordinated Deferrable Interest Debentures due 2028 ("Subordinated Debentures") at December 31, 2007 and 2006, which constitute the principal asset of the Trust. The semi-annual interest payments on the Subordinated Debentures may be deferred by Zenith National for up to ten consecutive semi-annual periods. The Subordinated Debentures are redeemable at 100% of the principal amount of the Subordinated Debentures plus a "make-whole premium," if any, together with accrued and unpaid interest. The make-whole premium is the excess of the then present value of the remaining scheduled payments of principal and interest over 100% of the principal amount. Payments on the Redeemable Securities, including distributions and redemptions, follow those of the Subordinated Debentures. Zenith National fully and unconditionally guarantees the distributions on, and the liquidation amount generally of, the Redeemable Securities to the extent the Trust has funds legally available therefore. Zenith National's guarantee of the Redeemable Securities, as well as the Subordinated Debentures, is subordinated to all other indebtedness of Zenith National.

The issue costs and discount on the Subordinated Debentures of $1.7 million are being amortized over the term of the Subordinated Debentures. During each of the years ended December 31, 2007, 2006, and 2005, $5.0 million, $5.1 million, and $5.1 million, respectively, of interest, issue costs and discount were expensed.

In the first quarter of 2006, Zenith National paid $0.5 million to repurchase $0.5 million aggregate principal amount of the outstanding Redeemable Securities.

Aggregate Maturities. At December 31, 2007, the aggregate maturities for all of our long-term borrowings for each of the five years and thereafter were as follows:


(Dollars in thousands)	Convertible Notes		Redeemable Securities		Total

Maturing in:
2008	$	1,150			$	1,150
2009
2010
2011
2012
Thereafter			$	58,500		58,500

Total	$	1,150	$	58,500	$	59,650

The maturity of the remaining outstanding Convertible Notes is presented as being due in 2008 because we have called the Convertible Notes for redemption in the first quarter 2008.

Bank Line of Credit. At December 31, 2007, we had a $30.0 million revolving credit agreement with a bank with an expiration date of February 16, 2010. Interest is payable on any outstanding loans at either the bank's prime rate or a rate based on Eurodollar deposit rates plus a specified margin depending on our credit rating. This credit agreement contains covenants that require, among other things, that we maintain certain financial ratios, including a minimum amount of capital in our insurance subsidiaries, a maximum debt-to-total capitalization ratio, and a minimum interest coverage ratio. We were in compliance with all of these covenants at December 31, 2007. There were no outstanding borrowings under the bank line of credit in 2007 and 2006. We currently do not anticipate any need to draw on our bank line of credit because our current cash and available invested assets are sufficient for any foreseeable requirements.

NOTE 10

REINSURANCE CEDED

We maintain excess of loss and catastrophe reinsurance which provides protection for workers' compensation losses in excess of an established retention up to $150 million, with catastrophe losses arising out of a California earthquake up to $200 million. The established retention was $1 million through April 30, 2007 and was increased to $5 million effective May 1, 2007, with an annual aggregate limit of $25 million in the layer of $5 million in excess of the $5 million retention. We also retain 50% of any losses between $10 million and $20 million.

Our reinsurance also provides protection for acts of terrorism. The limit for domestic acts of terrorism is $150 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. The limit for foreign acts of terrorism is $75 million in excess of a $5 million retention and we retain 50% of any losses between $10 million and $20 million. Coverage for nuclear, biological and chemical attacks is limited to 100% of any losses between $10 million and $30 million.

In the third quarter of 2007, we reviewed our workers' compensation losses in excess of our reinsurance retention (ceded losses), a small population of high-value claims which remain open for several years. We determined it is prudent to incorporate industry-wide loss development factors in addition to using our own historical claims data to estimate our ceded loss reserves. As of December 31, 2007, our estimate of ceded losses included in unpaid losses and loss adjustment expenses were increased by approximately $97.3 million as compared to December 31, 2006, offset in full by the resulting increase in receivable from reinsurers.

Reinsurance transactions reflected in the accompanying Consolidated Statements of Operations were as follows:


	Year Ended December 31,
(Dollars in thousands)	2007			2006			2005

Direct premiums earned	$	756,965		$	964,131		$	1,148,775
Assumed premiums earned		4,890			18,533			76,505
Ceded premiums earned		(23,323	)		(38,447	)		(46,580	)

Net premiums earned	$	738,532		$	944,217		$	1,178,700

Ceded loss and loss adjustment expenses incurred	$	123,757		$	4,402		$	12,294

NOTE 11

COMMITMENTS AND CONTINGENCIES

Leases. We have office space, equipment and automobile leases expiring through 2014. The minimum lease payments for the next five years on these non-cancelable operating leases at December 31, 2007 were as follows:


(Dollars in thousands)	Equipment and Auto Fleet		Offices		Total

2008	$	1,557	$	6,618	$	8,175
2009		580		6,970		7,550
2010		44		5,945		5,989
2011				4,123		4,123
2012				2,560		2,560
Thereafter				1,887		1,887

Total	$	2,181	$	28,103	$	30,284

Rent expense for the years ended December 31, 2007, 2006 and 2005 was $10.7 million, $10.6 million, and $8.7 million, respectively.

civil courts, depending on the issues and local jurisdictions involved. From time to time plaintiffs also sue us on theories falling outside of the exclusive jurisdiction and remedies of the workers' compensation claims adjudication systems. Certain of these legal proceedings seek injunctive relief or substantial monetary damages, including claims for punitive damages, that may not be covered by our third party reinsurance agreements. Historically the Company has not experienced any material exposure or damages from any of these legal proceedings. In addition, in the opinion of management, after consultation with legal counsel, all of our currently outstanding litigation is either without merit or the ultimate liability, if any, is not expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

NOTE 12

STOCK-BASED COMPENSATION PLANS

The total compensation cost recognized for stock-based awards was $3.4 million (net of $1.9 million tax benefit), $2.6 million (net of $1.4 million tax benefit), and $1.8 million (net of $1.0 million tax benefit) for the years ended December 31, 2007, 2006, and 2005, respectively.

Restricted Stock Awards. The following table provides certain information regarding the shares available for future grants under the Restricted Stock Plan at December 31, 2007:


Number of shares authorized for grants	625,000
Number of shares restricted	(453,000	)
Number of shares vested	(158,000	)

Number of shares available for future grants	14,000

Changes in restricted stock for the three years ended December 31, 2007 were as follows:

		Number of Shares		Weighted Average Grant Date Fair Value

Restricted shares at December 31, 2004		179,000		$	30.67
	Granted	147,000			44.74
	Forfeited	(6,000	)		30.17

Restricted shares at December 31, 2005		320,000			37.13
	Granted	137,000			45.06
	Vested	(87,000	)		31.55
	Forfeited	(40,000	)		37.15

Restricted shares at December 31, 2006		330,000			41.88
	Granted	196,000			41.90
	Vested	(71,000	)		43.53
	Forfeited	(2,000	)		30.17

Restricted shares at December 31, 2007		453,000			41.68

Compensation expense recognized for the years ended December 31, 2007, 2006, and 2005 was $3.4 million, $2.6 million and $1.8 million after tax, respectively. Unrecognized compensation expense before tax under the Restricted Stock Plan was $11.5 million and $8.9 million at December 31, 2007 and December 31, 2006, respectively.

Employee Stock Options. At December 31, 2007, no stock options remained outstanding under any stock option plan and all compensation expense related to previously outstanding options had been recognized. Compensation expense after tax was $0, $15,000, and $39,000 for the years ended December 31, 2007, 2006, and 2005, respectively. The 9,500 options outstanding at December 31, 2006 were fully exercised during 2007. The last stock option plan expired according to its terms in May 2006.

NOTE 13

STOCKHOLDERS' EQUITY AND
STATUTORY FINANCIAL INFORMATION

Common Stock. From time to time, Zenith National may make repurchases of its outstanding common shares. At December 31, 2007, Zenith National was authorized to repurchase up to 929,000 shares of its common stock at prevailing market prices pursuant to a share repurchase program authorized by our Board of Directors on February 24, 1998. Any purchases are discretionary and can be adequately funded from Zenith National's existing sources of liquidity. No shares were repurchased under the share repurchase program during the three years ended December 31, 2007.

Dividend Restrictions. The California Insurance Holding Company System Regulatory Act limits the ability of Zenith Insurance to pay dividends to Zenith National, and of the insurance subsidiary of Zenith Insurance to pay dividends to Zenith Insurance, by providing that the appropriate insurance regulatory authorities in the state of California 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. Such restrictions on dividends are not cumulative. Zenith Insurance paid dividends to Zenith National of $115.0 million, $50.0 million, and $30.0 million in 2007, 2006, and 2005, respectively. In 2008, $122.1 million can be paid to Zenith National in dividends without prior approval of the California Department of Insurance ("California DOI"). The restrictions on the payment of dividends have not had, and under current regulations are not expected to have, a material adverse impact on the ability to pay dividends.

Statutory Financial Data. The capital stock and surplus and net income of our insurance subsidiaries, prepared in accordance with the statutory accounting practices of the National Association of Insurance Commissioners ("NAIC") were as follows:


	Year Ended December 31,
(Dollars in thousands)	2007		2006		2005

Capital stock and surplus	$	1,033,190	$	919,835	$	685,511
Net income		243,840		278,163		162,158

Through December 31, 2007, California statutes (the domiciliary state of our insurance subsidiaries) required that in addition to applying the NAIC's statutory accounting practices, insurance companies must record, under certain circumstances, an additional liability, called an "excess statutory reserve." The excess statutory reserve formula established a 65% loss and loss adjustment expense ratio for the current and prior two years. Excess statutory reserves reduced statutory surplus but did not impact statutory net income.

At December 31, 2007, we reported statutory surplus of $451.1 million which reflects a reduction of $582.1 million for the excess statutory reserves as determined under the formula. Reported statutory surplus in future periods will not be reduced for excess statutory reserves because effective January 1, 2008 it is no longer required under California law.

At December 31, 2006 and 2005, we reported statutory surplus of $559.5 million and $440.8 million, respectively.

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 changes frequently. Compliance is essential and is an inherent risk of the business.

NOTE 14

EARNINGS AND DIVIDENDS PER SHARE

The following table sets forth the computation of basic and diluted net income per common share:


			Year Ended December 31,
(Dollars and shares in thousands, except per share data)			Year Ended December 31,
(Dollars and shares in thousands, except per share data)			2007		2006		2005

(A)	Income from continuing operations		$	233,900	$	258,700	$	156,447
(B)	Gain on sale of discontinued real estate segment							1,253

(C)	Net income		$	233,900	$	258,700	$	157,700

(D)	Interest expense on the Convertible Notes, net of tax		$	48	$	48	$	2,254

(E)	Weighted average shares outstanding—basic			37,056		36,974		33,555
	Common shares issuable under the Stock Option Plan (treasury stock method)					4		124
	Common shares issued under the Restricted Stock Plan (treasury stock method)			159		127		92
	Common shares issuable upon conversion of the Convertible Notes			69		69		3,281

(F)	Weighted average shares outstanding—diluted			37,284		37,174		37,052

Net income per common share:
Basic:
(A)/(E)		Continuing operations	$	6.31	$	7.00	$	4.66
(B)/(E)		Gain on sale of discontinued real estate segment						0.04

(C)/(E)		Net income	$	6.31	$	7.00	$	4.70

Diluted:
((A)+(D))/(F) Continuing operations			$	6.27	$	6.96	$	4.29
(B)/(F)		Gain on sale of discontinued real estate segment						0.03

((C)+(D))/(F) Net income			$	6.27	$	6.96	$	4.32

Cash dividends declared per common share			$	2.84	$	1.26	$	0.94

NOTE 15

OTHER COMPREHENSIVE INCOME

Other comprehensive income is comprised of changes in unrealized appreciation on investments classified as available-for-sale and changes, for the applicable period, in foreign currency translation adjustments on investments accounted for under the equity method. The following table summarizes the components of accumulated other comprehensive income:


	December 31,
(Dollars in thousands)	2007			2006

Net unrealized appreciation on investments, before tax	$	18,614		$	19,742
Deferred tax expense		(6,514	)		(6,910	)

Total accumulated other comprehensive income	$	12,100		$	12,832

The following table summarizes the components of our other comprehensive income (loss), other than net income, for the three years ended December 31, 2007:


(Dollars in thousands)		Pre-Tax			Income Tax Effect			After-Tax

Year Ended December 31, 2007

Net unrealized appreciation arising during the year		$	12,099		$	4,235		$	7,864
Less:	reclassification adjustment for realized gains included in net income		(13,227	)		(4,631	)		(8,596	)

Total other comprehensive loss		$	(1,128	)	$	(396	)	$	(732	)

Year Ended December 31, 2006

Net unrealized appreciation arising during the year		$	24,190		$	8,467		$	15,723
Less:	reclassification adjustment for realized gains included in net income		(6,281	)		(2,199	)		(4,082	)

Total other comprehensive income		$	17,909		$	6,268		$	11,641

Year Ended December 31, 2005

Net unrealized depreciation arising during the year		$	(34,346	)	$	(12,021	)	$	(22,325	)
Less:	reclassification adjustment for realized gains included in net income		(26,243	)		(9,185	)		(17,058	)

Net change in unrealized appreciation on investments			(60,589	)		(21,206	)		(39,383	)

Reclassification adjustment for realized foreign currency gains included in net income during the year			(4,629	)		(1,620	)		(3,009	)

Net change in foreign currency translation			(4,629	)		(1,620	)		(3,009	)

Total other comprehensive loss		$	(65,218	)	$	(22,826	)	$	(42,392	)

NOTE 16

SEGMENT INFORMATION

Our business is comprised of the following segments: workers' compensation, reinsurance, investments, and parent. Our real estate segment was discontinued in 2002. Segments are designated based on the types of products and services provided. Workers' compensation represents insurance coverage for the statutorily prescribed benefits that employers are required to provide to their employees who may be injured in the course of employment. Reinsurance principally consisted of assumed reinsurance of property losses from worldwide catastrophes and large property risks. In September 2005, we exited the reinsurance business and we ceased writing and renewing assumed reinsurance contracts with all contracts fully expired at the end of 2006, however we will be paying our assumed reinsurance claims for several years. The results of the reinsurance segment in 2007 consist primarily of changes to loss reserve estimates for the 2005 hurricanes. Income from operations of the investments segment includes investment income and realized gains and losses on investments and we do not allocate investment income to the results of our workers' compensation and reinsurance segments. Income from the workers' compensation and reinsurance segments is determined by deducting net loss and loss adjustment expenses incurred and underwriting and other operating expenses from net premiums earned. Loss from operations of the parent segment includes interest expense and the general operating expenses of Zenith National, a holding company which owns, directly or indirectly, all of the capital stock of its insurance subsidiaries and other investment securities.

In 2007, we wrote workers' compensation premiums in 45 states, but the largest concentrations, 55.1% and 26.1% of our workers' compensation earned premium, were in California and Florida, respectively. The concentration of our business in these states makes the results of our operations dependent upon trends that are characteristic of these states as compared to national trends, for example, state legislation, competition, and workers' compensation inflation trends.

The accounting policies of the segments are the same as those described in Note 2.

The combined ratio, expressed as a percentage, is a key measurement of profitability traditionally used in the property-casualty insurance business. The combined ratio, also referred to as the "calendar year combined ratio," is the sum of the loss and loss adjustment expense ratio and the underwriting and other operating expense ratio. The loss and loss adjustment expense ratio is the percentage of net loss and loss adjustment expenses incurred to net premiums earned. The underwriting and other operating expense ratio is the percentage of underwriting and other operating expenses to net premiums earned. The key operating goal for our workers' compensation segment is to achieve substantial underwriting profits and significantly out-perform the national workers' compensation industry. Historically, a combined ratio of 100% or lower was considered an excellent result, however in recent years we have achieved combined ratios significantly better than this target.

Segment information is set forth below:


(Dollars in thousands)	Workers' Compensation			Reinsurance			Investments		Parent			Total

Year Ended December 31, 2007

Revenues:
Net premiums earned	$	738,196		$	336							$	738,532
Net investment income							$	114,863					114,863
Realized gains on investments								20,353					20,353

Total revenues		738,196			336			135,216					873,748

Interest expense									$	(5,245	)		(5,245	)

Income (loss) before tax		243,832			(3,661	)		135,216		(12,506	)		362,881
Income tax expense (benefit)		89,164			(1,292	)		45,486		(4,377	)		128,981

Net income (loss)	$	154,668		$	(2,369	)	$	89,730	$	(8,129	)	$	233,900

Combined ratios		67.0	%		NM

Total assets	$	547,460		$	10,618		$	2,212,352	$	2,550		$	2,772,980

NM = Not meaningful


(Dollars in thousands)	Workers' Compensation			Reinsurance			Investments		Parent			Total

Year Ended December 31, 2006

Revenues:
Net premiums earned	$	931,739		$	12,478							$	944,217
Net investment income							$	106,294					106,294
Realized gains on investments								13,377					13,377

Total revenues		931,739			12,478			119,671					1,063,888

Interest expense									$	(5,275	)		(5,275	)

Income (loss) before tax		313,576			(20,508	)		119,671		(11,927	)		400,812
Income tax expense (benefit)		113,414			(7,178	)		40,050		(4,174	)		142,112

Net income (loss)	$	200,162		$	(13,330	)	$	79,621	$	(7,753	)	$	258,700

Combined ratios		66.3	%		264.4	%

Total assets	$	447,756		$	24,144		$	2,293,265	$	2,388		$	2,767,553


(Dollars in thousands)	Workers' Compensation			Reinsurance			Real Estate(1)		Investments		Parent			Total

Year Ended December 31, 2005

Revenues:
Net premiums earned	$	1,114,194		$	64,506									$	1,178,700
Net investment income									$	79,200					79,200
Realized gains on investments										22,224					22,224

Total revenues		1,114,194			64,506					101,424					1,280,124

Interest expense											$	(8,757	)		(8,757	)

Income (loss) from continuing operations before tax and equity in earnings of investee		213,244			(56,183	)				101,424		(20,938	)		237,547
Income tax expense (benefit)		74,990			(19,664	)				33,620		(7,052	)		81,894

Income (loss) from continuing operations after tax and before equity in earnings of investee		138,254			(36,519	)				67,804		(13,886	)		155,653
Equity in earnings of investee, net of income tax expense of $428										794					794

Income (loss) from continuing operations		138,254			(36,519	)				68,598		(13,886	)		156,447

Gain on sale of discontinued real estate segment, net of income tax expense of $675							$	1,253							1,253

Net income (loss)	$	138,254		$	(36,519	)	$	1,253	$	68,598	$	(13,886	)	$	157,700

Combined ratios		80.9	%		187.1	%

Total assets	$	464,194		$	59,398				$	2,187,993	$	5,871		$	2,717,456

(1) Gain on sale of discontinued real estate segment represents a payment received in 2005 of additional sales proceeds under the earn-out provision of the sale of our home-building business and related real estate assets in October 2002 (see Notes 1 and 19). The amount received in 2005 was the last such payment under the earn-out provision.

The following table is a reconciliation of our segment results to the accompanying Consolidated Statements of Operations:


		Year Ended December 31,
(Dollars in thousands)		2007			2006			2005

Income before tax from investments segment:
Net investment income		$	114,863		$	106,294		$	79,200
Realized gains on investments			20,353			13,377			22,224

Income before tax from investments segment			135,216			119,671			101,424
Income (loss) before tax from:
	Workers' compensation segment		243,832			313,576			213,244
	Reinsurance segment		(3,661	)		(20,508	)		(56,183	)
	Parent segment		(12,506	)		(11,927	)		(20,938	)

Income from continuing operations before tax and equity in earnings of investee			362,881			400,812			237,547
Income tax expense			128,981			142,112			81,894

Income from continuing operations after tax and before equity in earnings of investee			233,900			258,700			155,653
Equity in earnings of investee, net of tax									794

Income from continuing operations			233,900			258,700			156,447
Gain on sale of discontinued real estate segment, net of tax									1,253

Net income		$	233,900		$	258,700		$	157,700

NOTE 17

EMPLOYEE BENEFIT AND RETIREMENT PLANS

We offer a tax deferred savings plan organized under Section 401(k) of the Internal Revenue Code for all eligible employees. We match 50% of employee contributions that are 6% or less of salary on a current basis and we are not liable for any future payments under the plan. For the years ended December 31, 2007, 2006, and 2005, we contributed $2.7 million, $2.6 million, and $2.7 million, respectively.

We also offer a stock purchase plan, under which we match 25% of employees' contributions to purchase shares of our common stock at market value. For the years ended December 31, 2007, 2006, and 2005, we contributed $0.4 million, $1.3 million, and $0.9 million, respectively. In September 2006, we suspended the stock purchase plan in order to comply with certain applicable stock exchange listing standards. An amended and restated stock purchase plan was approved by our stockholders in May 2007, which provides a Company match limited to $1.0 million in each calendar year.

NOTE 18

EXERCISE OF STOCK OPTIONS USING PREVIOUSLY ACQUIRED SHARES

An employee exercised his option to purchase from Zenith National a total of 1,198,500 shares of Zenith National's common stock in 2005 at an exercise price of $15.75 per share using previously owned shares to pay the purchase price. In connection with the exercises in 2005, the employee arranged with us to withhold shares from the shares acquired upon exercise of the option as reimbursement of withholding taxes due.

The following table sets forth these transactions:


(Dollars and shares in thousands, except per share data)	Sept. 2005		Feb. 2005

Shares of common stock purchased		268		931
Exercise price per share	$	15.75	$	15.75
Aggregate exercise price	$	4,219	$	14,657
Number of shares tendered by employee in lieu of cash payment of aggregate exercise price		99		432
Number of shares withheld for withholding taxes due		78		225
Value of shares tendered by employee in lieu of cash payment of aggregate exercise price	$	4,219	$	14,657
Value of shares withheld for withholding taxes due		3,341		7,545

These exercises of stock options had no net effect on cash or stockholders' equity in 2005 because the increase in treasury stock for the shares tendered was offset by an increase in common stock and an increase in additional paid-in capital for the shares issued.

The shares withheld by us in lieu of cash payment to reimburse us for withholding taxes decreased stockholders' equity by increasing treasury stock and decreasing cash.

NOTE 19

DISCONTINUED OPERATIONS—GAIN ON SALE OF REAL ESTATE SEGMENT

In 2002, we sold our home-building business and related real estate assets in Las Vegas, Nevada to MTH-Homes Nevada, Inc. ("MTH Nevada"), a wholly-owned subsidiary of Meritage Corporation.

In addition to the consideration received in 2002, we were entitled 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, 2004, and 2005. We recorded additional gains for all three twelve month periods, including $1.9 million ($1.3 million after tax) in 2005 upon receipt of the last payment under the earn-out provision of the sale agreement.

NOTE 20

QUARTERLY FINANCIAL DATA AND COMMON STOCK PRICES (UNAUDITED)

Quarterly results for the years ended December 31, 2007 and 2006 were as follows:



		2007 Quarter Ended
(Dollars in thousands, except per share data)		March 31		June 30		September 30		December 31

Net premiums earned		$	194,082	$	186,345	$	184,612	$	173,493
Net investment income			35,486		27,551		26,056		25,770
Realized gains on investments			5,958		5,201		4,701		4,493

Net income		$	64,500	$	65,300	$	64,500	$	39,600

Net income per common share:
	— basic	$	1.74	$	1.76	$	1.74	$	1.07
	— diluted		1.73		1.75		1.73		1.06

Cash dividends declared per common share		$	0.42	$	0.42	$	0.50	$	1.50



		2006 Quarter Ended
(Dollars in thousands, except per share data)		March 31		June 30		September 30		December 31

Net premiums earned		$	254,426	$	239,484	$	229,636	$	220,671
Net investment income			24,732		26,273		27,494		27,795
Realized gains on investments			1,610		1,113		833		9,821

Net income		$	57,500	$	54,100	$	72,200	$	74,900

Net income per common share:
	— basic	$	1.56	$	1.46	$	1.95	$	2.02
	— diluted		1.55		1.46		1.94		2.01

Cash dividends declared per common share		$	0.28	$	0.28	$	0.35	$	0.35

The following table shows the high and low common stock prices as reported by the New York Stock Exchange during each quarter for the past two years:


	2007				2006
Quarter Ended	High		Low		High		Low

March 31	$	50.94	$	45.02	$	55.30	$	45.11
June 30		51.44		45.89		48.90		37.93
September 30		49.56		38.80		41.73		36.14
December 31		46.98		37.90		47.91		39.13

As of January 31, 2008, there were 222 registered holders of record of our common stock.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows, stockholders' equity and comprehensive income present fairly, in all material respects, the financial position of Zenith National Insurance Corp. and its subsidiaries (the "Company") at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Los Angeles, California
February 13, 2008

CERTIFICATIONS, EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES AND
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

For readers of this Annual Report we furnish on the following pages the certifications, the Evaluation of Disclosure Controls and Procedures and Management's Report on Internal Control Over Financial Reporting that we include in our Annual Report on Form 10-K. We also include a statement about our Chief Executive Officer's certification to the New York Stock Exchange.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

I, Stanley R. Zax, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Zenith National Insurance Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2008


		Chairman of the Board and President (Chief Executive Officer) Zenith National Insurance Corp.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14a(a) OR RULE 15d-14(a)

I, Kari L. Van Gundy, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Zenith National Insurance Corp.;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2008


		Senior Vice President & Chief Financial Officer Zenith National Insurance Corp.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Zenith National Insurance Corp. ("Company") for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof ("Report"), Stanley R. Zax, as Chief Executive Officer of the Company, and Kari L. Van Gundy, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes Oxley Act of 2002, that, to the best of his or her knowledge:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 21, 2008


Chairman of the Board and President (Chief Executive Officer)		Chief Financial Officer

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The effectiveness of the Company's internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE LISTING STANDARDS

Zenith National is listed on the New York Stock Exchange. As required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, Mr. Zax, as the Chief Executive Officer of Zenith, certified on May 24, 2007, that he was not aware of any violation by Zenith of NYSE Corporate Governance listing standards as of such date.

CORPORATE DIRECTORY
ZENITH NATIONAL INSURANCE CORP.

DIRECTORS
Also Directors of
Zenith Insurance Company

Max M. Kampelman
Attorney; Of Counsel,
Fried, Frank, Harris,
Shriver & Jacobson LLP

Robert J. Miller
Attorney; Principal,
Dutko Worldwide

Leon E. Panetta
Founder and Director,
The Leon & Sylvia Panetta
Institute for Public Policy

Catherine B. Reynolds
Chairman and CEO
The Catherine B. Reynolds Foundation

Alan I. Rothenberg
Attorney; Chairman and CEO,
1^st Century Bancshares, Inc.
Chairman, 1^st Century Bank N.A.;
Retired Partner,
Latham & Watkins LLP

William S. Sessions
Attorney,
Holland & Knight LLP
and Security Consultant

Gerald Tsai, Jr.
Management of
Private Investments

Michael Wm. Zavis
Attorney; Retired Founding Partner,
Katten Muchin Rosenman LLP

Stanley R. Zax
Chairman of the Board
and President

EXECUTIVE OFFICERS

Stanley R. Zax
Chairman of the
Board and President

Michael E. Jansen
Executive Vice President
and General Counsel

Jack D. Miller
Executive Vice President

Davidson M. Pattiz
Executive Vice President

Keith E. Trotman
Executive Vice President

Robert E. Meyer
Senior Vice President

Kari L. Van Gundy
Senior Vice President,
Chief Financial Officer and
Treasurer

OFFICERS

William J. Owen
Senior Vice President,
Investor Relations

Hyman J. Lee Jr.
Vice President, Assistant General Counsel and Secretary

TRANSFER AGENT-
COMMON STOCK
Computershare Investor Services
250 Royall St.
Canton, MA 02021
www.computershare.com

TRANSFER AGENT-
8.55% CAPITAL SECURITIES
Wells Fargo Corporate Trust Services
Wells Fargo Bank, N. A.
Minneapolis, MN

TRANSFER AGENT-
5.75% CONVERTIBLE SENIOR NOTES
Wells Fargo Corporate Trust Services
Wells Fargo Bank, N. A.
Minneapolis, MN

CORPORATE
HEADQUARTERS
21255 Califa Street
Woodland Hills, CA 91367
(818) 713-1000

NYSE TRADING SYMBOL
COMMON STOCK—ZNT
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Los Angeles, CA

THE ANNUAL REPORT
on Form 10-K for the year ended
December 31, 2007, quarterly
reports on Form 10-Q, current
reports on Form 8-K and all
amendments to these reports may
be obtained at our website at
www.thezenith.com or free of
charge upon written request to:
Chief Financial Officer
Zenith National Insurance Corp.
21255 Califa Street
Woodland Hills, CA 91367

WEBSITE
www.thezenith.com

CORPORATE DIRECTORY
ZENITH INSURANCE COMPANY

OFFICERS

Stanley R. Zax
Chairman of the Board
and Chief Executive Officer

Jack D. Miller
President
and Chief Operating Officer

A. Mary Ames
Executive Vice President

Eden M. Feder
Executive Vice President

John C. Hasbrouck
Executive Vice President

Westley M. Heyward
Executive Vice President

Michael E. Jansen
Executive Vice President and
General Counsel

Robert E. Meyer
Executive Vice President
and Chief Actuary

Davidson M. Pattiz
Executive Vice President

Bernyce M. Peplowski
Executive Vice President

Keith E. Trotman
Executive Vice President

Kari L. Van Gundy
Executive Vice President,
Chief Financial Officer and Treasurer

Stephen J. Albers
Senior Vice President

Bryan A. Anderson
Senior Vice President

Norman H. Burdick
Senior Vice President

Linda J. Carmody
Senior Vice President

Jason T. Clarke
Senior Vice President

Anita Devan
Senior Vice President

Robert L. Hernandez
Senior Vice President

Fred A. Hunt
Senior Vice President

Corey A. Ingber
Senior Vice President

Jonathan W. Lindsay
Senior Vice President

James S. Lubman
Senior Vice President

Robert J. Peters
Senior Vice President

Richard B. Riddle
Senior Vice President

Vernon L. Steiner
Senior Vice President

Chris L. Uselton
Senior Vice President

John H. Weber
Senior Vice President

Glen R. Zepnick
Senior Vice President

Rhen C. Bass
Vice President

Brian R. Beams
Vice President

Suzanne M. Chapan
Vice President

Duane H. Chernow
Vice President

Douglas A. Claman
Vice President

Gerald D. Curtin
Vice President

Robert R. Drevlow
Vice President

Bradley C. Eastwood
Vice President

Gary P. Fore
Vice President

Stephen T. Frye
Vice President

Antonio Gaitan
Vice President

Michael B. Gillikin
Vice President

Jackie C. Hilston
Vice President

Carolyn N. Hinson
Vice President

Sharon L. Hulbert
Vice President

Mark M. Jansen
Vice President

Kathleen T. Jenkins
Vice President

Mark A. Koman
Vice President

Sandra M. Kuhlman
Vice President

Steven M. Larson
Vice President

Hyman J. Lee Jr.
Vice President, Assistant General
Counsel and Secretary

Jenny S. Lewis
Vice President

Kerri L. Lierman
Vice President

Donald C. Marshall
Vice President

Thomas M. McCarthy
Vice President

Michael R. McFadden
Vice President

Timothy I. Mertz
Vice President

Mahtab Moayedi
Vice President

David J. Oberg
Vice President

David A. O'Connor
Vice President

Charlene C. Ossler
Vice President

David C. Park
Vice President and Assistant
General Counsel

Karen E. Parker
Vice President

Scott G. Perrotty
Vice President

S. Daniel Petrula
Vice President

Steven M. Rothman
Vice President

Scott M. Sandler
Vice President

Jay S. Schwanz
Vice President

Marcia T. Shafer
Vice President

Alan I. Steinhardt
Vice President

Michael J. Walbeck
Vice President

CORPORATE DIRECTORY
ZENITH OFFICE LOCATIONS

LOS ANGELES, CA
Corporate Headquarters
and Los Angeles Regional Office
21255 Califa Street
Woodland Hills, CA 91367
(818) 713-1000
www.thezenith.com

FRESNO, CA
7440 N. Palm Avenue
Suite 103
Fresno, CA 93711
(800) 508-9910

GLENDALE, CA
700 North Brand Blvd.
7^th Floor
Glendale, CA 91203
(818) 502-7500

ORANGE, CA
790 The City Drive South
Suite 300
Orange, CA 92868
(714) 705-2300

PLEASANTON, CA
4309 Hacienda Drive
Suite 200
Pleasanton, CA 94588
(925) 460-0600

SACRAMENTO, CA
1601 Response Road
Suite 200
Sacramento, CA 95815
(916) 614-3140

SAN DIEGO, CA
7676 Hazard Center Drive
Suite 1200
San Diego, CA 92108
(619) 299-6252

SAN FRANCISCO, CA
425 California Street
Suite 1010
San Francisco, CA 94104
(415) 986-0187

SANTA CRUZ, CA
1200 Pacific Avenue
Suite 310
Santa Cruz, CA 95060
(831) 460-7700

SOLANA BEACH, CA
420 Stevens Avenue
Suite 300
Solana Beach, CA 92075
(858) 509-6100

AUSTIN, TX
1101 South Capitol of Texas Hwy.
Bldg. J
Austin, TX 78746
(512) 306-1700

LISLE, IL
701 Warrenville Road
Suite 300
Lisle, IL 60532
(630) 353-7300

SPRINGFIELD, IL
2105 W. White Oaks Drive
Springfield, IL 62704
(217) 726-2900

BLUE BELL, PA
2 Valley Square
Suite 301
Blue Bell, PA 19422
(877) 311-0703

BIRMINGHAM, AL
10 Inverness Center Parkway
Suite 220
Birmingham, AL 35242
(800) 355-0708

HOLLYWOOD, FL
4000 Hollywood Blvd.
Suite 465
South Hollywood, FL 33021
(954) 983-1200

ORLANDO, FL
3504 Lake Lynda Drive
Suite 200
Orlando, FL 32817
(800) 999-3242

SARASOTA, FL
1390 Main Street
Sarasota, FL 34236
(800) 226-2324

CHARLOTTE, NC
900 W. Trade Street
Suite 600
Charlotte, NC 28202
(800) 200-2667

EX-21 3 a2182392zex-21.htm EXHIBIT 21
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Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES
(As of December 31, 2007)

Zenith National Insurance Corp. (a Delaware corporation)
Zenith National Insurance Capital Trust I (a Delaware statutory trust)
Zenith Development Corp. (a Nevada corporation)

                Zenith Insurance Company (a California corporation)
                                ZNAT Insurance Company (a California corporation)
                                Zenith Insurance Management Services, Inc. (a Florida corporation)
                                1390 Main Street LLC (a Delaware limited liability company)
                                Zenith of Nevada, Inc. (a Nevada corporation)

Each subsidiary shown is wholly-owned by the subsidiary shown in the tier above it.

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Exhibit 21

SUBSIDIARIES OF THE REGISTRANT
EX-31.1 4 a2182392zex-31_1.htm EXHIBIT 31.1
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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

I, Stanley R. Zax, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Zenith National Insurance Corp.;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2008

/s/ STANLEY R. ZAX

Stanley R. Zax
Chairman of the Board and President
(Chief Executive Officer)
Zenith National Insurance Corp.

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)
EX-31.2 5 a2182392zex-31_2.htm EXHIBIT 31.2
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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

I, Kari L. Van Gundy, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Zenith National Insurance Corp.;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2008

/s/ KARI L. VAN GUNDY

Kari L. Van Gundy
Senior Vice President & Chief Financial Officer Zenith National Insurance Corp.

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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)
EX-32 6 a2182392zex-32.htm EXHIBIT 32
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Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Zenith National Insurance Corp. (the "Company") for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stanley R. Zax, as Chief Executive Officer of the Company, and Kari L. Van Gundy, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:

(1): The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STANLEY R. ZAX
Name:		Stanley R. Zax
Title:		Chairman of the Board and President (Chief Executive Officer)
Date:		February 21, 2008
/s/ KARI L. VAN GUNDY
Name:		Kari L. Van Gundy
Title:		Chief Financial Officer
Date:		February 21, 2008

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Exhibit 32

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