This excerpt taken from the ZNT DEF 14A filed Mar 24, 2008.
Proxy Solicited by Board of Directors for Annual Meeting May 13, 2008
The undersigned, having received the Notice of Annual Meeting and Proxy Statement dated March 24, 2008, hereby appoints Stanley R. Zax and Jack D. Miller, or either of them, with full power of substitution, attorneys and proxies of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders ("2008 Annual Meeting") of Zenith National Insurance Corp. ("Zenith") to be held on May 13, 2008, at 9:00 AM, Pacific Time, at 21255 Califa Street, Woodland Hills, California, and at any adjournments thereof and to vote in accordance with the instructions on the reverse side all shares of Zenith's common stock, $1 par value per share ("Zenith Common Stock"), which the undersigned is entitled to vote.
If the undersigned is a participant in Zenith's 401(k) Plan, the undersigned also directs The Charles Schwab Trust Company ("Schwab Trust"), as trustee under the plan, to vote all shares of Zenith Common Stock allocated to the undersigned under the plan at the 2008 Annual Meeting in accordance with the instructions on the reverse side. (If you fail to give voting instructions to Schwab Trust, it will vote your shares in the plan in the same proportion that other plan participants voted their shares in the plan.)
If the undersigned is a participant in Zenith's Employee Stock Purchase Plan ("ESPP"), the undersigned also directs Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), which holds the ESPP shares in a broker's account for the benefit of ESPP participants, to vote all shares of Zenith Common Stock allocated to the undersigned under the ESPP at the 2008 Annual Meeting in accordance with the instructions on the reverse side. (If you fail to give voting instructions to Merrill Lynch, it will not vote the shares allocated to your ESPP account.)
IN THE EVENT OF CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS, THE PROXIES MAY DISTRIBUTE THE VOTES REPRESENTED BY THIS PROXY AMONG THE NOMINEES IN SUCH PROPORTION AS DETERMINED IN THEIR DISCRETION, EXCEPT THAT NONE OF YOUR VOTES WILL BE CAST FOR ANY NOMINEE AS TO WHOM YOU INSTRUCT THAT YOUR VOTES BE WITHHELD.