Zenith Announces Convertible Senior Notes Due 2023 Will Be Convertible During 1stQ 2004

Woodland Hills, Calif.-based Zenith National Insurance Corp. reported that under the terms of the indenture governing its 5.75 percent Convertible Senior Notes Due 2023 (the “Notes”), each holder of Notes will have the right to convert their Notes into Zenith’s common stock, par value $1.00 per share, during the first quarter of 2004, at a conversion rate of 40 shares per $1,000 principal amount of Notes.

The full terms of the conversion rights of holders of the Notes are set forth in the indenture governing the Notes. Under the terms of the indenture, each holder has the right to convert such holder’s Notes during any fiscal quarter if the sale price of Zenith’s common stock for at least 20 trading days in the 30 trading-day period ending on the last trading day of the immediately preceding fiscal quarter exceeds 120 percent of the conversion price on that 30th trading day.

As of the close of trading on Dec. 16, 2003, the sale price of Zenith’s common stock had exceeded the anticipated conversion price of $25.00 per share at Dec. 31, 2003 by 120 percent for 20 trading days during the last 30 trading days of the fourth quarter of 2003. As a result of this event, the Notes will be convertible during the period beginning on Jan. 1, 2004 and ending on March 31, 2004. Whether the Notes will be convertible after March 31, 2004 will depend upon the occurrence of events specified in the indenture, including the sale price of Zenith’s common stock.