FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROTHENBERG ALAN I 		2. Issuer Name and Ticker or Trading Symbol

ZENITH NATIONAL INSURANCE CORP [ ZNT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1ST CENTURY BANK, N.A., 1875 CENTURY PARK EAST, SUITE 1450 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/20/2010
(Street)

LOS ANGELES, CA 90067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/20/2010     D (1)    16250   D $38.00   0   D    
Common Stock   5/20/2010     D (1)    5000   D $38.00   0   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     (3) 5/20/2010     M   (3)       30594.13      (3)   (3) Common Stock   30594.13   $38.00   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 17, 2010, among Zenith National Insurance Corp., Fairfax Financial Holdings Limited and Fairfax Investments II USA Corp. for cash consideration equal to $38 per share.
( 2)  Held in the reporting person's pension trust, for which he is a trustee.
( 3)  Each share of phantom stock is a deferred stock unit payable only in cash and is the economic equivalent of a share of the Issuer's common stock. Reporting Person's director compensation was deferred into deferred stock units pursuant to the terms of the Zenith National Insurance Corp. 2003 Non-employee Director Deferred Compensation Plan. Dividends payable on the common stock are deemed received on the deferred stock units and reinvested in deferred stock units. Pursuant to the terms of the plan, deferred stock units became payable in cash in a lump sum upon the Reporting Person's termination of service as a director on May 20, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROTHENBERG ALAN I
1ST CENTURY BANK, N.A.
1875 CENTURY PARK EAST, SUITE 1450
LOS ANGELES, CA 90067 		X



Signatures
/s/ Hyman J. Lee Jr., attorney-in-fact 5/24/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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