FORM 4
[ ] 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 *

Coben Jerome L 		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)

5482 WILSHIRE BLVD., #1579 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2010
(Street)

LOS ANGELES, CA 90036
(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

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     (1) 5/14/2010     A   (2)    16.91         (1)   (1) Common Stock   16.91   $37.89   1298.23   D    

Explanation of Responses:
( 1)  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 is 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. Deferred stock units become payable upon the Reporting Person's termination of service as a director and are payable only in cash (not in stock) in a lump sum or in installments over five or ten years at the Reporting Person' election made at the time of the deferral. Earlier distribution of all or part of the deferred stock units may also be elected if such early distribution is after 24 months from the Reporting Person's election to defer his compensation into deferred stock units.
( 2)  Dividends on common stock deemed received and reinvested in deferred stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Coben Jerome L
5482 WILSHIRE BLVD., #1579
LOS ANGELES, CA 90036 		X



Signatures
/s/ Hyman J. Lee Jr., attorney-in-fact 5/14/2010
** 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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