UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~April~~ 29May 20, 2010

ZENITH NATIONAL INSURANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-9627	95-2702776
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

21255 Califa Street, Woodland Hills, CA		91367-5021
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors;~~Introductory Note

~~Appointment~~On May 20, 2010, Zenith National Insurance Corp., a Delaware corporation (the “Company”), completed its merger (the “Merger”) with Fairfax Investments II USA Corp. (“Merger Sub”), a Delaware corporation and an indirect wholly-owned subsidiary of Fairfax ~~Certain~~Financial ~~Officers;~~Holdings ~~Compensatory~~Limited, ~~Arrangements~~a Canadian corporation (“Fairfax”), pursuant to the Agreement and Plan of ~~Certain~~Merger, ~~Officers~~dated as of February 17, 2010, among Fairfax, Merger Sub and the Company (the “Merger Agreement”). As a result of the Merger, Merger Sub merged with and into the Company and, as a result, the Company is now an indirect wholly-owned subsidiary of Fairfax.

OnItem April 29, 2010, the Compensation Committee of the Board of Directors and the Board of Directors of Zenith National Insurance Corp. (the “Registrant”) adopted a severance arrangement for Keith E. Trotman, an executive officer. Mr. Trotman, who does not have an employment agreement, currently has day-to-day operational oversight over the Registrant’s investment portfolio. As previously reported, the Registrant has entered into an Agreement and Plan of Merger with Fairfax Financial Holdings Limited (“Fairfax”) and an indirect wholly owned subsidiary of Fairfax, pursuant to which such subsidiary of Fairfax will be merged with and into the Registrant and the Registrant will become an indirect wholly owned subsidiary of Fairfax. Consistent with Fairfax’s practice of centrally managing the investments of its subsidiaries, after consummation of the merger the Registrant’s investment activities will be transferred to Fairfax and Mr. Trotman’s services will no longer be required. Upon Mr. Trotman’s termination of employment with the Registrant, he will be entitled to receive a cash lump sum severance payment equal to twice the sum of: (1) his annual base compensation at the rate in effect at termination and (2~~) the highest annual bonus paid to him for any one of the three calendar years immediately preceding the year of termination~~. In01 ~~addition,~~Completion ~~for a period~~ of ~~two~~Acquisition ~~years~~or ~~from~~Disposition ~~Mr. Trotman’s termination~~ of ~~employment, the Registrant will continue to provide Mr~~Assets. Trotman and his family with the same level of life, medical, dental and vision insurance benefits that they were receiving through the Registrant immediately prior to termination. Any tax imposed on Mr. Trotman based on any imputed income due to the provision of such benefits will be paid by the Registrant. These severance benefits adopted for the benefit of Mr. Trotman are identical to the severance benefits contained in the employment agreements for other executive officers of the Registrant.

~~SIGNATURE~~The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Pursuant~~Item to3.01 ~~the requirements~~Notice of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, as amended, the Registrant has duly caused this report~~ to beSatisfy ~~signed~~a onContinued ~~its~~Listing ~~behalf~~Rule byor ~~the~~Standard; ~~undersigned hereunto~~Transfer ~~duly~~of ~~authorized~~Listing.

		ZENITH NATIONAL INSURANCE CORP.
Dated:	May 4, 2010	By:	/s/ Michael E. Jansen
			Name:	Michael E. Jansen
			Title:	Executive Vice President
				and General Counsel

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on May 20, 2010 that each share of common stock, par value $1.00 per share, of the Company (the “Common Stock”) (other than shares held by the Company, Fairfax or their subsidiaries, and other than shares with respect to which appraisal rights were properly exercised under Delaware law), was cancelled and automatically converted into the right to receive $38.00 per share in cash, without interest. In connection therewith, the NYSE filed with the Securities and Exchange Commission an application on Form 25 to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Common Stock will be delisted from the NYSE, and trading of the Common Stock on the NYSE has been suspended as of the close of trading on May 20, 2010.

2Item 3.03 Material Modification to Rights of Security Holders.

Effective as of the closing of the Merger, each share of Common Stock (other than shares held by the Company, Fairfax or their subsidiaries, and other than shares with respect to which appraisal rights were properly exercised under Delaware law) was cancelled and automatically converted into the right to receive $38.00 in cash, without interest.

Item 5.01 Changes in Control of Registrant.

On May 20, 2010, Fairfax consummated the acquisition of the Company through the Merger. The Company is the surviving corporation in the Merger and is an indirect wholly-owned subsidiary of Fairfax.

The aggregate purchase price paid for all equity securities of the Company (other than shares held by the Company, Fairfax or their subsidiaries, and other than shares with respect to which appraisal rights were properly exercised under Delaware law) was approximately $1.3 billion. The purchase price was funded by Fairfax through a combination of cash and subsidiary dividends.

A copy of the press release issued by Fairfax on May 20, 2010 announcing the consummation of the Merger is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement and in connection with the Merger, the board of directors of the Company prior to the Merger was replaced with a new board of directors effective as of the effective time of the Merger on May 20, 2010.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger on May 20, 2010, the certificate of incorporation of the Company was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Merger (except that the name of the Company after the Merger remained “Zenith National Insurance Corp.”) and the Company amended its by-laws to be in the form of the by-laws of Merger Sub immediately prior to the Merger, each in accordance with the terms of the Merger Agreement. The certificate of incorporation of the Company was subsequently amended and restated to provide that the total number of shares of all classes of stock that the Company is authorized to issue is 40,000,000, all of which are to be shares of Common Stock, par value of $0.001 per share.

Copies of the current amended and restated certificate of incorporation and amended and restated by-laws are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Number		Exhibit
3.1		Amended and Restated Certificate of Incorporation of Zenith National Insurance Corp.

3.2		Amended and Restated By-laws of Zenith National Insurance Corp.

99.1		Press Release issued by Fairfax Financial Holdings Limited on May 20, 2010 announcing the consummation of the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ZENITH NATIONAL INSURANCE CORP.
		(Registrant)

May 26, 2010		/s/ Michael E. Jansen
		Michael E. Jansen
		Executive Vice President and General Counsel

EXHIBIT INDEX

Number		Exhibit
3.1		Amended and Restated Certificate of Incorporation of Zenith National Insurance Corp.

3.2		Amended and Restated By-laws of Zenith National Insurance Corp.

99.1		Press Release issued by Fairfax Financial Holdings Limited on May 20, 2010 announcing the consummation of the Merger.

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