Zenith Announces Closing of Private Offering of Convertible Notes

March 24, 2003

Zenith National Insurance Corp. announced that it has closed a private offering of $125.0 million aggregate principal amount of its 5.75 percent convertible senior notes due 2023, which includes $15.0 million issued pursuant to an over-allotment option granted to the initial purchasers by Zenith.

The offering was made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. Zenith intends to use the net proceeds of the offering to repay outstanding indebtedness under its existing bank lines of credit and for general corporate purposes. The notes are convertible into shares of Zenith’s common stock at an initial conversion price of $25.00. Holders of the notes can require Zenith to repurchase the notes on certain dates and upon the occurrence of specified events.

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