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<SEC-DOCUMENT>0000899140-01-000151.txt : 20010307
<SEC-HEADER>0000899140-01-000151.hdr.sgml : 20010307
ACCESSION NUMBER:		0000899140-01-000151
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010228
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BERKLEY W R CORP
		CENTRAL INDEX KEY:			0000011544
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				221867895
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-07849
		FILM NUMBER:		1559652

	BUSINESS ADDRESS:	
		STREET 1:		165 MASON ST
		STREET 2:		P O BOX 2518
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06836-2518
		BUSINESS PHONE:		2036293000

	MAIL ADDRESS:	
		STREET 1:		165 MASON ST
		STREET 2:		PO BOX 2518
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06836-2518
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<TEXT>

<PAGE>


      As filed with the Securities and Exchange Commission on March 1, 2001



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): February 28, 2001



                            W. R. BERKLEY CORPORATION
                       -----------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                          0-7849                       22-1867895
- --------------                   -------------------          ------------------
(State or other                  (Commission File               (IRS Employer
jurisdiction of                       Number)                Identification No.)
incorporation)


            165 Mason Street, P.O. Box 2518, Greenwich, CT 06836-2518
            ---------------------------------------------- ----------
               (Address of principal executive offices)    (Zip Code)



       Registrant's telephone number, including area code: (203) 629-3000
                                                           --------------



                                 Not Applicable
          (Former name or former address, if changed since last report)



<PAGE>


Item 5. Other Events

     On February 28, 2001, W. R. Berkley Corporation (the "Company") entered
into an Underwriting Agreement with Credit Suisse First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters named therein, with
respect to the issue and sale by the Company, and the purchase by the
underwriters, of an aggregate of 2,700,000 shares of the Company's common stock,
$.20 par value per share, plus up to an additional 405,000 shares subject to the
underwriters' over-allotment option (collectively, the "Shares"), under a
Registration Statement on Form S-3 (Registration No. 33-95552). Willkie Farr &
Gallagher, as counsel to the Company, has issued its opinion as to the legality
of the Shares.

     The Underwriting Agreement and the opinion of Willkie Farr & Gallagher are
attached hereto as Exhibits 1.1 and 5.1, respectively, and are incorporated
herein by reference.

Item 7. Financial Statements and Exhibits

     (a) Financial statements of businesses acquired:

          None.

     (b) Pro forma financial information:

          None.

     (c) Exhibits:

          1.1    Underwriting Agreement

          5.1    Opinion of Willkie Farr & Gallagher regarding the legality of
                 the Shares

          23.1   Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
                 hereto)



<PAGE>


                                   SIGNATURES

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

                                        W. R. BERKLEY CORPORATION

                                        By: /s/ Ira S. Lederman
                                            ------------------------------
                                            Name:  Ira S. Lederman
                                            Title: Senior Vice President,
                                                   General Counsel-Insurance
                                                   Operations and Assistant
                                                   Secretary

Date: March 1, 2001



<PAGE>


                                  EXHIBIT INDEX

Exhibit:
- --------

1.1            Underwriting Agreement

5.1            Opinion of Willkie Farr & Gallagher regarding the legality of the
               Shares

23.1           Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
               hereto)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

<PAGE>


                                2,700,000 shares

                            W. R. BERKLEY CORPORATION

                                  Common Stock

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                               February 28, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
  As Representatives of the Several Underwriters,
    c/o Credit Suisse First Boston Corporation,
         Eleven Madison Avenue,
           New York, N.Y. 10010-3629

Dear Sirs:


     1. Introductory. W. R. Berkley Corporation, a Delaware corporation
("Company"), proposes to issue and sell 2,700,000 shares ("Firm Securities") of
its common stock, $.20 par value ("Securities"), and also proposes to issue and
sell to the Underwriters, at the option of the Underwriters, an aggregate of not
more than 405,000 additional shares ("Optional Securities") of its Securities
registered under the registration statement referred to in Section 2(a)
("Registered Securities"). The Firm Securities and the Optional Securities are
herein collectively called the "Offered Securities". The Company hereby agrees
with the several Underwriters named in Schedule A hereto ("Underwriters") as
follows:

     2. Representations and Warranties of the Company.The Company represents and
warrants to, and agrees with, the several Underwriters that:

          (a) A registration statement (No. 33-95552), including a prospectus,
     relating to the Registered Securities has been filed with the Securities
     and Exchange Commission ("Commission") and has become effective. Such
     registration statement, as amended at the time of this Agreement, is
     hereinafter referred to as the "Registration Statement," and the prospectus
     included in the Registration Statement, as supplemented as contemplated by
     Section 5 to reflect the terms of the offering of the Offered Securities,
     as first filed with the Commission pursuant to and in accordance with Rule
     424(b) ("Rule 424(b)") under the Securities Act of 1933 ("Act"), including
     all material incorporated by reference therein, is hereinafter referred to
     as the "Prospectus." No document has been or will be prepared or
     distributed in reliance on Rule 434 under the Act.

          (b) On the effective date of the registration statement relating to
     the Registered Securities, such registration statement conformed in all
     respects to the requirements of the Act and the rules and regulations of
     the Commission ("Rules and Regulations") and did not include any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, and on the date of this Agreement, the Registration Statement
     and the Prospectus will conform in all respects to the requirements of the



<PAGE>

     Act and the Rules and Regulations; none of the Registration Statement,
     Prospectus or the Preliminary Prospectus Supplement dated February 9, 2001
     includes or will include any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, except that the foregoing does not
     apply to statements in or omissions from any of such documents based upon
     written information furnished to the Company by any Underwriter through the
     representatives or representatives of the Underwriters, if any
     ("Representatives"), specifically for use therein; and the documents
     incorporated by reference in the Prospectus, at the time they were, or
     hereafter, are filed with the Commission, complied and, at any time when a
     prospectus relating to the Offered Securities is required to be delivered
     under the Act in connection with sales by any Underwriter or dealer, will
     comply as to form in all material respects with the requirements of the
     Securities Exchange Act of 1934 and the rules and regulations thereunder.

          (c) The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     power and authority (corporate and other) to own its properties and conduct
     its business as described in the Prospectus; and the Company is duly
     qualified to do business as a foreign corporation in good standing in all
     other jurisdictions in which its ownership or lease of property or the
     conduct of its business requires such qualification, except in such
     jurisdictions where the failure to be so qualified would not individually
     or in the aggregate have a material adverse effect on the condition
     (financial or other), business, properties or results of operations of the
     Company and its subsidiaries taken as a whole ("Material Adverse Effect").

          (d) Each Significant Subsidiary (as defined below) of the Company has
     been duly incorporated and is an existing corporation in good standing
     under the laws of the jurisdiction of its incorporation, with power and
     authority (corporate and other) to own its properties and conduct its
     business as described in the Prospectus; and each Significant Subsidiary of
     the Company is, to the extent applicable, duly qualified to do business as
     a foreign corporation in good standing in all other jurisdictions in which
     its ownership or lease of property or the conduct of its business requires
     such qualification, except where the failure to be so qualified would not
     individually or in the aggregate have a Material Adverse Effect; all of the
     issued and outstanding capital stock of each Significant Subsidiary of the
     Company has been duly authorized and validly issued and is fully paid and
     nonassessable; and the capital stock of each Significant Subsidiary owned
     by the Company, directly or through subsidiaries, is owned free from liens,
     encumbrances and defects. As used herein, "Significant Subsidiaries" means
     Berkley Regional Insurance Company, Berkley Insurance Company and Admiral
     Insurance Company, which are currently the only operating insurance
     companies that are "significant subsidiaries" of the Company as that term
     is defined in Rule 1-02(w) of Regulation S-X of the Rules and Regulations.

          (e) The Offered Securities and all other outstanding shares of capital
     stock of the Company have been duly authorized; all outstanding shares of
     capital stock of the Company are, and, when the Offered Securities have
     been delivered and paid for in accordance with this Agreement on each
     Closing Date (as defined below), such Offered Securities will have been,
     validly issued, fully paid and nonassessable and will conform to the
     description thereof contained in the Prospectus; the stockholders of the
     Company have no preemptive rights with respect to the Securities; and the
     authorized, issued and outstanding capital stock of the Company set forth
     under the caption "Capitalization" in the Prospectus is accurate as of the
     date of such information and has not materially changed since such date.

          (f) Except as disclosed in the Prospectus, there are no contracts,
     agreements or understandings between the Company and any person that would
     give rise to a valid claim against



                                       2
<PAGE>

     the Company or any Underwriter for a brokerage commission, finder's fee or
     other like payment in connection with this offering.

          (g) There are no contracts, agreements or understandings between the
     Company and any person granting such person the right to require the
     Company to file a registration statement under the Act with respect to any
     securities of the Company owned or to be owned by such person or to require
     the Company to include such securities in the securities registered
     pursuant to the Registration Statement or in any securities being
     registered pursuant to any other registration statement filed by the
     Company under the Act.

          (h) The Offered Securities have been approved for listing on The
     Nasdaq Stock Market's National Market, subject to notice of issuance.

          (i) No consent, approval, authorization, or order of, or filing with,
     any governmental agency or body or any court is required for the
     consummation of the transactions contemplated by this Agreement in
     connection with the issuance and sale of the Offered Securities by the
     Company, except such as have been obtained and made under the Act, as
     contemplated under Section 5(a) hereof, and such as may be required under
     state securities laws.

          (j) The execution, delivery and performance of this Agreement, and the
     issuance and sale of the Offered Securities will not result in a breach or
     violation of any of the terms and provisions of, or constitute a default
     under, any statute, any rule, regulation or order of any governmental
     agency or body or any court, domestic or foreign, having jurisdiction over
     the Company or any Significant Subsidiaries of the Company or any of their
     material properties, or any material agreement or instrument to which the
     Company or any such subsidiary is a party or by which the Company or any
     such subsidiary is bound or to which any of the properties of the Company
     or any such subsidiary is subject, or the charter or by-laws of the Company
     or any such subsidiary, and the Company has full power and authority to
     authorize, issue and sell the Offered Securities as contemplated by this
     Agreement.

          (k) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (l) Except as disclosed in the Prospectus, the Company and its
     Significant Subsidiaries have good and marketable title to all real
     properties and all other properties and assets owned by them, in each case
     free from liens, encumbrances and defects that would affect the value
     thereof or interfere with the use made or to be made thereof by them, other
     than liens, encumbrances and defects that would not individually or in the
     aggregate have a Material Adverse Effect; and except as disclosed in the
     Prospectus, the Company and its subsidiaries hold any leased real or
     personal property under valid and enforceable leases with no exceptions
     that would individually or in the aggregate have a Material Adverse Effect.

          (m) The Company and its Significant Subsidiaries possess adequate
     certificates, authorities or permits issued by appropriate governmental
     agencies or bodies necessary to conduct the business now operated by them
     and have not received any notice of proceedings relating to the revocation
     or modification of any such certificate, authority or permit that, if
     determined adversely to the Company or any of its Significant Subsidiaries,
     would individually or in the aggregate have a Material Adverse Effect.

          (n) The Company has made all required filings under applicable
     insurance holding company statutes, and has received approvals of
     acquisition of control and/or affiliate transactions, in each jurisdiction
     in which such filings or approvals are required, except where the failure
     to have made such filings or receive such approvals in any such
     jurisdiction would not have



                                       3
<PAGE>

     individually or in the aggregate a Material Adverse Effect; each of the
     Company's Significant Subsidiaries that is required to be organized and
     licensed as an insurance or reinsurance company (the "Insurance
     Subsidiaries") in its jurisdiction of incorporation is duly organized and
     licensed as an insurance or reinsurance company in its respective
     jurisdiction of incorporation, and each such Significant Subsidiary is duly
     licensed or authorized as an insurer or reinsurer (the "Insurance
     Licenses") in each other jurisdiction in which such licensing or
     authorization is required, except where the failure to be so licensed or
     authorized in any such jurisdiction would not have individually or in the
     aggregate a Material Adverse Effect; there is no pending or, to the
     knowledge of the Company, threatened action, suit, proceeding or
     investigation that would reasonably be expected to lead to the revocation,
     termination or suspension of any such Insurance Licenses, the revocation,
     termination or suspension of which would have individually or in the
     aggregate a Material Adverse Effect; and except as disclosed in the
     Prospectus, no insurance regulatory agency or body has issued any order or
     decree impairing, restricting or prohibiting the payment of dividends of
     any Company subsidiary to its respective parent which would have
     individually or in the aggregate a Material Adverse Effect.

          (o) The Company and each of its Significant Subsidiaries is in
     compliance with the requirements of all laws, ordinances, governmental
     rules or regulations or court decree to which it may be subject, and has
     filed all notices, reports, documents or other information required to be
     filed thereunder, except where the failure to so comply or file would not,
     individually or in the aggregate, have a Material Adverse Effect.

          (p) Neither the Company nor any of its Insurance Subsidiaries is in
     violation of, or in default in the performance, observance or fulfillment
     of, any obligation, agreement, covenant or condition contained in
     reinsurance treaties, contracts, agreements and arrangements to which the
     Company or any of its Insurance Subsidiaries is a party, except for such
     violations or defaults which would not individually or in the aggregate
     have a Material Adverse Effect; neither the Company nor any of its
     Insurance Subsidiaries has received any notice from any of the other
     parties to such treaties, contracts, agreements or arrangements that such
     other party intends not to perform its obligations thereunder and none of
     them has any reason to believe that any of the other parties to such
     treaties, contracts, agreements or arrangements will be unable to perform
     its obligations thereunder, except to the extent that such nonperformance
     would not individually or in the aggregate have a Material Adverse Effect.

          (q) To the knowledge of the Company and its Insurance Subsidiaries, no
     change in any insurance law or regulation is pending that would reasonably
     be expected to have individually or in the aggregate a Material Adverse
     Effect, except as described in the Prospectus.

          (r) No labor dispute with the employees of the Company or any
     Significant Subsidiary exists or, to the knowledge of the Company, is
     imminent that would reasonably be expected to have individually or in the
     aggregate a Material Adverse Effect.

          (s) The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them and have not
     received any notice of infringement of or conflict with asserted rights of
     others with respect to any intellectual property rights that, if determined
     adversely to the Company or any of its subsidiaries, would individually or
     in the aggregate have a Material Adverse Effect.

          (t) Except as disclosed in the Prospectus, neither the Company nor any
     of its subsidiaries is in violation of any statute, any rule, regulation,
     decision or order of any



                                       4
<PAGE>

     governmental agency or body or any court, domestic or foreign, relating to
     the use, disposal or release of hazardous or toxic substances or relating
     to the protection or restoration of the environment or human exposure to
     hazardous or toxic substances (collectively, "environmental laws"), owns or
     operates any real property contaminated with any substance that is subject
     to any environmental laws, is liable for any off-site disposal or
     contamination pursuant to any environmental laws, or is subject to any
     claim relating to any environmental laws, which violation, contamination,
     liability or claim would individually or in the aggregate have a Material
     Adverse Effect; and the Company is not aware of any pending investigation
     which would reasonably be expected to lead to such a claim.

          (u) Except as disclosed in the Prospectus, there are no pending
     actions, suits or proceedings against or affecting the Company, any of its
     subsidiaries or any of their respective properties that would individually
     or in the aggregate have a Material Adverse Effect, or would materially and
     adversely affect the ability of the Company to perform its obligations
     under this Agreement; and no such actions, suits or proceedings are, to the
     Company's knowledge, threatened or contemplated.

          (v) KPMG LLP, who have certified the financial statements and
     supporting schedules of the Company and its subsidiaries contained or
     incorporated by reference in the Prospectus, are independent public
     accountants within the meaning of the Act and the Rules and Regulations;
     the financial statements included in the Registration Statement and the
     Prospectus present fairly the financial position of the Company and its
     consolidated subsidiaries as of the dates shown and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States applied on a consistent basis
     and the schedules included or incorporated in the Registration Statement
     present fairly the information required to be stated therein; and except as
     disclosed in the Prospectus, the Company and its Insurance Subsidiaries
     have made no material change in their insurance reserving practices since
     the most recent audited financial statements included in the Prospectus.

          (w) The statutory annual and quarterly statements of the Insurance
     Subsidiaries required to file such statutory statements and the statutory
     balance sheets and income statements included in such statutory annual and
     quarterly statements, most recently filed in each jurisdiction, have been
     prepared in conformity with required or permitted or prescribed statutory
     accounting principles or practices applied on a consistent basis, except as
     may otherwise be indicated in the notes thereto, and present fairly the
     financial position of the Insurance Subsidiaries (on a statutory basis) for
     the period covered thereby.

          (x) The Company and its subsidiaries maintain a system of internal
     accounting controls sufficient to provide reasonable assurance that (i)
     transactions are executed in accordance with management's general or
     specific authorizations; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with United States
     generally accepted accounting principles and to maintain asset
     accountability; (iii) access to assets is permitted only in accordance with
     management's general or specific authorization; and (iv) the recorded
     accountability for assets is compared with the existing assets at
     reasonable intervals and appropriate action is taken with respect to any
     differences.

          (y) Except as disclosed in the Prospectus, since the date of the
     latest audited financial statements included in the Prospectus, (i) there
     has been no material adverse change, nor any development or event involving
     a prospective material adverse change, in the condition (financial or
     other), business, properties or results of operations of the Company and
     its subsidiaries taken as a whole, (ii) there have not been any
     transactions entered into by the Company or any of its



                                       5
<PAGE>

     subsidiaries other than in the ordinary course of business which are
     material to the Company and its subsidiaries taken as a whole, and, (iii)
     there has been no dividend or distribution of any kind declared, paid or
     made by the Company on any class of its capital stock.

          (z) The Company is not and, after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds thereof
     as described in the Prospectus, will not be an "investment company" as
     defined in the Investment Company Act of 1940.

     3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of $39.37 per share, the respective
numbers of Firm Securities set forth opposite the names of the Underwriters in
Schedule A hereto.

     The Company will deliver the Firm Securities to the Representatives for the
accounts of the Underwriters, at the office of LeBoeuf, Lamb, Greene & MacRae,
L.L.P., against payment of the purchase price in Federal (same day) funds by
wire transfer to an account at a bank acceptable to Credit Suisse First Boston
Corporation ("CSFBC"), at 10:00 A.M., New York time, on March 6, 2001, or at
such other time not later than seven full business days thereafter as CSFBC and
the Company determine, such time being herein referred to as the "First Closing
Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934,
the First Closing Date (if later than the otherwise applicable settlement date)
shall be the settlement date for payment of funds and delivery of securities for
all the Offered Securities sold pursuant to the offering. The certificates for
the Firm Securities so to be delivered will be in definitive form, in such
denominations and registered in such names as CSFBC requests and will be made
available for checking and packaging at the above office of LeBoeuf, Lamb,
Greene & MacRae, L.L.P. at least 24 hours prior to the First Closing Date.

     In addition, upon written notice from CSFBC given to the Company from time
to time not more than 30 days subsequent to the date of the Prospectus, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per Security to be paid for the Firm Securities. The Company
agrees to sell to the Underwriters the number of shares of Optional Securities
specified in such notice and the Underwriters agree, severally and not jointly,
to purchase such Optional Securities. Such Optional Securities shall be
purchased for the account of each Underwriter in the same proportion as the
number of shares of Firm Securities set forth opposite such Underwriter's name
bears to the total number of shares of Firm Securities (subject to adjustment by
CSFBC to eliminate fractions) and may be purchased by the Underwriters only for
the purpose of covering over-allotments made in connection with the sale of the
Firm Securities. No Optional Securities shall be sold or delivered unless the
Firm Securities previously have been, or simultaneously are, sold and delivered.
The right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company.

     Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, at the office of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., against payment of the purchase price
therefor in Federal (same day) funds by wire transfer to an account at a bank
acceptable to CSFBC at the above office of LeBoeuf, Lamb, Greene & MacRae,
L.L.P. The certificates for the Optional Securities being purchased on each
Optional Closing Date will be in definitive form, in such denominations and
registered in such names as CSFBC requests upon reasonable notice prior to such
Optional Closing Date and will be made available



                                       6
<PAGE>

for checking and packaging at the above office of LeBoeuf, Lamb, Greene &
MacRae, L.L.P. at a reasonable time in advance of such Optional Closing Date.

     4. Offering by Underwriters. It is understood that the several Underwriters
propose to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

     5. Certain Agreements of the Company. The Company agrees with the several
Underwriters that:

          (a) The Company will file the Prospectus with the Commission pursuant
     to and in accordance with Rule 424(b)(5) not later than the second business
     day following the execution and delivery of this Agreement.

          (b) The Company will advise CSFBC promptly of any proposal to amend or
     supplement the Registration Statement or the Prospectus and will afford
     CSFBC a reasonable opportunity to comment on any such proposed amendment or
     supplement; and the Company will also advise CSFBC promptly of the filing
     of any such amendment or supplement and of the institution by the
     Commission of any stop order proceedings in respect of the Registration
     Statement or of any part thereof and will use its best efforts to prevent
     the issuance of any such stop order and to obtain as soon as possible its
     lifting, if issued.

          (c) If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs as a result of which
     the Prospectus as then amended or supplemented would include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or if it is necessary at any time to
     amend the Prospectus to comply with the Act, the Company promptly will
     notify CSFBC of such event and will promptly prepare and file with the
     Commission, at its own expense, an amendment or supplement which will
     correct such statement or omission or an amendment which will effect such
     compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of,
     any such amendment or supplement shall constitute a waiver of any of the
     conditions set forth in Section 6 hereof.

          (d) As soon as practicable, but not later than 16 months, after the
     date of this Agreement, the Company will make generally available to its
     securityholders an earnings statement covering a period of at least 12
     months beginning after the later of (i) the effective date of the
     registration statement relating to the Registered Securities, (ii) the
     effective date of the most recent post-effective amendment to the
     Registration Statement to become effective prior to the date of this
     Agreement and (iii) the date of the Company's most recent Annual Report on
     Form 10-K filed with the Commission prior to the date of this Agreement,
     which will satisfy the provisions of Section 11(a) of the Act.

          (e) The Company will furnish to the Representatives copies of the
     Registration Statement, including all exhibits, any related preliminary
     prospectus, any related preliminary prospectus supplement, the Prospectus
     and all amendments and supplements to such documents, in each case as soon
     as available and in such quantities as CSFBC reasonably requests. The
     Company will pay the expenses of printing and distributing to the
     Underwriters all such documents.

          (f) The Company will arrange for the qualification of the Offered
     Securities for sale under the laws of such jurisdictions as CSFBC
     reasonably designates and will continue such qualifications in effect so
     long as required for the distribution; provided that in connection



                                       7
<PAGE>

     therewith the Company shall not be required to qualify to do business in
     any jurisdiction or to file or consent or otherwise subject itself to
     service of process or taxation in any jurisdiction where it is not already
     so subject.

          (g) During the period of five years hereafter, the Company will
     furnish to the Representatives and, upon request, to each of the other
     Underwriters, as soon as practicable after the end of each fiscal year, a
     copy of its annual report to stockholders for such year; and the Company
     will furnish to the Representatives (i) as soon as available, a copy of
     each report and any definitive proxy statement of the Company filed with
     the Commission under the Securities Exchange Act of 1934 or mailed to
     stockholders, and (ii) from time to time, such other information concerning
     the Company as CSFBC may reasonably request.

          (h) The Company will pay all expenses incident to the performance of
     its obligations under this Agreement, for any filing fees and other
     expenses (including fees and disbursements of counsel up to a maximum of
     $10,000) incurred in connection with qualification of the Offered
     Securities for sale and determination of their eligibility for investment
     under the laws of such jurisdictions as CSFBC reasonably designates and the
     printing of memoranda relating thereto, for any travel expenses of the
     Company's officers and employees and any other expenses of the Company in
     connection with attending or hosting meetings with prospective purchasers
     of the Offered Securities and for expenses incurred in distributing the
     Prospectus, any preliminary prospectuses, any preliminary prospectus
     supplements or any other amendments or supplements to the Prospectus to the
     Underwriters.

          (i) For a period of 90 days after the date of the initial public
     offering of the Offered Securities, the Company will not offer, sell,
     contract to sell, pledge or otherwise dispose of, directly or indirectly,
     or file with the Commission a registration statement under the Act relating
     to, any additional shares of its Securities or securities convertible into
     or exchangeable or exercisable for any shares of its Securities, enter into
     a transaction which would have the same effect, or enter into any swap,
     hedge or other arrangement that transfers, in whole or in part, any of the
     economic consequences of ownership of the Securities, whether any such
     aforementioned transaction is to be settled by delivery of the Securities
     or such other securities, in cash or otherwise, or publicly disclose the
     intention to make any such offer, sale, pledge, disposition or filing, or
     to enter into any such transaction, swap, hedge or other arrangement,
     without, in each case, the prior written consent of CSFBC, except issuances
     of Securities or grants of options to purchase Securities pursuant to the
     terms of any employee stock option plan, directors' stock option plan,
     deferred compensation plan, employee stock purchase plan or dividend
     reinvestment plan in effect on the date hereof.

     6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

          (a) On or prior to the date of this Agreement, the Representatives
     shall have received a letter, dated the date of delivery thereof, of KPMG
     LLP confirming that they are independent public accountants within the
     meaning of the Act and the applicable published Rules and Regulations
     thereunder and stating to the effect that:

               (i) in their opinion the financial statements and any schedules
          and any summary of earnings examined by them and included in the
          Prospectus comply as to form in all



                                       8
<PAGE>

          material respects with the applicable accounting requirements of the
          Act and the related published Rules and Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 71, Interim Financial Information, on any unaudited financial
          statements included in the Registration Statement;

               (iii) on the basis of the review referred to in clause (ii)
          above, a reading of the latest available interim financial statements
          of the Company, a reading of the minutes of meetings of the
          stockholders and Boards of Directors of the Company and its
          subsidiaries, inquiries of officials of the Company who have
          responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

                    (A) the unaudited financial statements, and any summary of
               earnings included in the Prospectus do not comply as to form in
               all material respects with the applicable accounting requirements
               of the Act and the related published Rules and Regulations or any
               material modifications should be made to such unaudited financial
               statements and summary of earnings for them to be in conformity
               with generally accepted accounting principles;

                    (B) if any unaudited "capsule" information is contained in
               the Prospectus, the unaudited consolidated premiums earned, net
               investment income, consolidated revenue or the total or per share
               amounts of net income or other amounts constituting such
               "capsule" information and described in such letter do not agree
               with the corresponding amounts set forth in the unaudited
               consolidated financial statements or were not determined on a
               basis substantially consistent with that of the corresponding
               amounts in the audited statements of income;

                    (C) at the date of the latest available balance sheet read
               by such accountants, or at a subsequent specified date not more
               than three business days prior to the date of such letter, there
               was any change in the capital stock, increase in long-term debt
               or any decreases in consolidated total assets, or stockholders'
               equity, as compared with amounts shown on the latest balance
               sheet included in the Prospectus or statutory accounting
               statements, as applicable; or

                    (D) for the period from the closing date of the latest
               income statement included in the Prospectus to the closing date
               of the latest available income statement read by such accountants
               there were any decreases, as compared with the corresponding
               period of the previous year in consolidated net premiums written,
               net premiums earned or in the total or per share amounts of
               income before extraordinary items and cumulative effect or change
               in accounting principle or of net income;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur, or which are described in such letter; and



                                       9
<PAGE>

               (iv) they have compared all dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Prospectus (in each case to the extent that such
          dollar amounts, percentages and other financial information are
          derived from the general accounting records of the Company and its
          subsidiaries subject to the internal controls of the Company's
          accounting system or are derived directly from such records by
          analysis or computation) with the results obtained from inquiries, a
          reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

     All financial statements and schedules included in material incorporated by
     reference into the Prospectus shall be deemed included in the Prospectus
     for purposes of this subsection.

          (b) The Prospectus shall have been filed with the Commission in
     accordance with the Rules and Regulations and Section 5(a) of this
     Agreement. No stop order suspending the effectiveness of the Registration
     Statement or of any part thereof shall have been issued and no proceedings
     for that purpose shall have been instituted or, to the knowledge of the
     Company or any Underwriter, shall be contemplated by the Commission.

          (c) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as a whole which, in the judgment of a majority in
     interest of the Underwriters including the Representatives, is material and
     adverse and makes it impractical or inadvisable to proceed with completion
     of the public offering or the sale of and payment for the Offered
     Securities; (ii) any material suspension or material limitation of trading
     in securities generally on the New York Stock Exchange or on the NASDAQ
     National Market, or any setting of minimum prices for trading on such
     exchange or on the NASDAQ National Market, or any suspension of trading of
     any securities of the Company on any exchange, the NASDAQ National Market
     or in the over-the-counter market; (iii) any banking moratorium declared by
     U.S. Federal or New York authorities; or (iv) any outbreak or escalation of
     major hostilities in which the United States is involved, any declaration
     of war by Congress or any other substantial national or international
     calamity or emergency if, in the judgment of a majority in interest of the
     Underwriters including the Representatives, the effect of any such
     outbreak, escalation, declaration, calamity or emergency makes it
     impractical or inadvisable to proceed with completion of the public
     offering or the sale of and payment for the Offered Securities.

          (d) The Representatives shall have received an opinion, dated the
     Closing Date, of Willkie Farr & Gallagher, counsel for the Company, to the
     effect that:

               (i) The Company has been duly incorporated and is an existing
          corporation in good standing under the laws of the State of Delaware;

               (ii) The Company has corporate power and authority to own, lease
          and operate its properties and to conduct its business as described in
          the Registration Statement;

               (iii) The Offered Securities have been duly authorized by all
          necessary corporate action and validly issued, are fully paid and
          nonassessable and conform in all material respects to the description
          thereof contained in the Prospectus; and the stockholders of the
          Company have no statutory preemptive rights with respect to the
          Offered Securities;



                                       10
<PAGE>

               (iv) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required for the
          consummation of the transactions contemplated by this Agreement in
          connection with the issuance or sale of the Offered Securities by the
          Company, except such as have been obtained and made under the Act and
          such as may be required under state securities and insurance laws, and
          the execution and delivery of this Agreement and the consummation of
          the transactions herein contemplated will not conflict with or
          constitute a breach of, or default under, the certificate of
          incorporation or by-laws of the Company;

               (v) The Registration Statement has become effective under the
          Act, the Prospectus was filed with the Commission pursuant to the
          subparagraph of Rule 424(b) specified in such opinion on the date
          specified therein, and, to the best of the knowledge of such counsel,
          no stop order suspending the effectiveness of the Registration
          Statement or any part thereof has been issued and no proceedings for
          that purpose have been instituted or are pending or contemplated under
          the Act, and the Registration Statement and the Prospectus (but not
          including any document incorporated by reference therein), as of the
          date of this Agreement, and any amendment or supplement thereto, and
          as of its date, complied as to form in all material respects with the
          requirements of the Act and the Rules and Regulations; it being
          understood that such counsel need express no opinion as to the
          financial statements or other financial data contained in the
          Registration Statement or the Prospectus;

               (vi) This Agreement has been duly authorized, executed and
          delivered by the Company;

               (vii) The information in the Prospectus under the captions
          "Description of Common Stock" and "Underwriting", to the extent that
          such information is applicable to the Offered Securities and
          constitutes matter of law or legal conclusions or descriptions of
          documents referred to therein, has been reviewed by them and is
          correct in all material respects; and

               (viii) The Company is not and, after giving effect to the
          offering and sale of the Offered Securities and the application of the
          proceeds thereof as described in the Prospectus, will not be an
          "investment company" as defined in the Investment Company Act of 1940.

          In rendering such opinions, such counsel may state that (i) its
     opinion is limited to matters governed by the Federal laws of the United
     States of America, the laws of the State of New York and the corporate law
     of the State of Delaware and (ii) it has relied, as to matters of fact and
     to the extent it deems proper, on certificates of responsible officers of
     the Company or public officials. In addition to the matters set forth
     above, such counsel shall state that it has no reason to believe that the
     Registration Statement, as of the date of this Agreement or as of the
     Closing Date, or any amendment thereto, as of its date or as of the Closing
     Date, contained any untrue statement of a material fact or omitted to state
     any material fact required to be stated therein or necessary to make the
     statements therein not misleading or that the Prospectus, as of the date of
     this Agreement or as of such Closing Date, or any amendment or supplement
     thereto, as of its date or as of the Closing Date, contained any untrue
     statement of a material fact or omitted to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; it being
     understood that such counsel need express no view as to the financial
     statements or other financial data contained in the Registration Statement
     or the Prospectus.



                                       11
<PAGE>

          (e) The Representative shall have received an opinion, dated the
     Closing Date, of Ira S. Lederman, Senior Vice President and General Counsel
     - Insurance Operations of the Company, to the effect that:

               (i) The Company has an authorized capitalization as is set forth
          in the Prospectus; and, to the best of such counsel's knowledge, the
          stockholders of the Company have no preemptive rights with respect to
          the Offered Securities;

               (ii) The Company is duly qualified to do business as a foreign
          corporation in good standing in all other jurisdictions in which its
          ownership or lease of property or the conduct of its business requires
          such qualification, except where the failure to be so qualified would
          not individually or in the aggregate have a Material Adverse Effect;

               (iii) Each Significant Subsidiary of the Company has been duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of its jurisdiction of incorporation, has the corporate
          power and authority to own, lease and operate its properties and to
          conduct the business described in the Registration Statement and, to
          the extent applicable, is duly qualified as a foreign corporation to
          transact business and is in good standing as such in each jurisdiction
          in which it owns or leases substantial properties or in which the
          conduct of its business requires such qualification (except in such
          jurisdictions where the failure to be so qualified would not
          individually or in the aggregate have a Material Adverse Effect) (such
          counsel may note in his opinion that insurance laws of certain of such
          jurisdictions where the Significant Subsidiaries hold an insurance
          license do not require such due qualification as a foreign
          corporation); except as set forth in the Registration Statement, all
          of the issued and outstanding shares of capital stock of each
          Significant Subsidiary have been duly authorized and validly issued
          and are owned directly or indirectly by the Company, free and clear of
          any pledges, liens, encumbrances, claims or equities; and all such
          shares are fully paid and nonassessable;

               (iv) There are no contracts, agreements or understandings known
          to such counsel between the Company and any person granting such
          person the right to require the Company to file a registration
          statement under the Act with respect to any securities of the Company
          owned or to be owned by such person or to require the Company to
          include such securities in the securities registered pursuant to the
          Registration Statement or in any securities being registered pursuant
          to any other registration statement filed by the Company under the
          Act;

               (v) To the best of such counsel's knowledge, there are no
          licenses, franchises, contracts, indentures, mortgages, loan
          agreements, notes, leases or other instruments required to be
          described in the Registration Statement or to be filed as an exhibit
          thereto other than those described therein or filed or incorporated by
          reference as exhibits thereto;

               (vi) The execution, delivery and performance of this Agreement
          and the issuance and sale of the Offered Securities and compliance
          with the terms and provisions thereof will not result in a breach or
          violation of any of the terms and provisions of, or constitute a
          default under, any statute, any rule, regulation or order of any
          governmental agency or body or any court having jurisdiction over the
          Company or any Significant Subsidiary of the Company or the charter or
          by-laws of any such subsidiary, or, to the best of such counsel's
          knowledge, any of their material properties, or any material
          agreement, contract, indenture, mortgage, loan agreement, note, lease
          or other instrument to which the Company or any such subsidiary is a
          party or by which the Company or any such subsidiary is bound or to
          which any of the properties of the Company or any such subsidiary is
          subject;



                                       12
<PAGE>

               (vii) The Company has made all required filings under applicable
          insurance holding company statutes, and has received approvals of
          acquisition of control and/or affiliate transactions, in each
          jurisdiction in which such filings or approvals are required, except
          where the failure to have made such filings or receive such approvals
          in any such jurisdiction would not reasonably be expected to have
          individually or in the aggregate a Material Adverse Effect; each of
          the Insurance Subsidiaries is duly organized and licensed as an
          insurance or reinsurance company in its respective jurisdiction of
          incorporation, and each such Insurance Subsidiary owns the Insurance
          Licenses in each other jurisdiction in which such licensing or
          authorization is required, except where the failure to be so licensed
          or authorized in any such jurisdiction would not reasonably be
          expected to have individually or in the aggregate a Material Adverse
          Effect; there is no pending or, to the best of such counsel's
          knowledge, threatened action, suit, proceeding or investigation that
          would be reasonably likely to lead to the revocation, termination or
          suspension of any such Insurance Licenses, the revocation, termination
          or suspension of which would reasonably be expected to have
          individually or in the aggregate a Material Adverse Effect; and except
          as disclosed in the Prospectus, no insurance regulatory agency or body
          has issued any order or decree impairing, restricting or prohibiting
          the payment of dividends of any Company subsidiary to its respective
          parent which would reasonably be expected to have individually or in
          the aggregate a Material Adverse Effect;

               (viii) Except as would not individually or in the aggregate have
          a Material Adverse Effect, (i) to the best of such counsel's
          knowledge, there are no legal or governmental proceedings pending or
          threatened which are required to be disclosed in the Registration
          Statement, other than those disclosed therein, and (ii) there are no
          pending legal or governmental proceedings, to the best of such
          counsel's knowledge, to which the Company or any subsidiary is a party
          or of which any of their property is the subject which are not
          described in the Registration Statement but are required to be so
          described in the Registration Statement, including ordinary routine
          litigation incidental to the business;

               (ix) The documents incorporated by reference in the Prospectus
          pursuant to Item 12 of Form S-3 under the Act (other than the
          financial statements, supporting schedules and other financial
          information included or incorporated by reference therein, as to which
          no opinion need to be rendered), at the time they were filed with the
          Commission or delivered to the security holders, as the case may be,
          complied as to form in all material respects with the requirements of
          the Securities Exchange Act of 1934 and the rules and regulations
          thereunder; and

               (x) The descriptions in the Registration Statement and Prospectus
          of legal and governmental proceedings and contracts and other
          documents are accurate in all material respects and fairly present the
          information required to be shown; and, to the best of such counsel's
          knowledge, no stop order suspending the effectiveness of the
          Registration Statement or any part thereof has been issued and no
          proceedings for that purpose have been instituted or are pending or
          contemplated under the Act.

          In rendering such opinions, such counsel may state that (i) its
     opinion is limited to matters governed by the Federal laws of the United
     States of America, the laws of the State of New York and the corporate law
     of the State of Delaware and (ii) it has relied, as to matters of fact and
     to the extent it deems proper, on certificates of responsible officers of
     the Company or public officials. In addition to the matters set forth
     above, such counsel shall state that it has no reason to believe that the
     Registration Statement, as of the date of this Agreement or as of the
     Closing Date, or any amendment thereto, as of its date or as of the Closing
     Date, contained any untrue statement of a material fact or omitted to state
     any material fact required to be stated therein or necessary to make the
     statements therein not misleading or that the Prospectus, as of the date of
     this Agreement or as of such Closing Date, or any amendment or supplement
     thereto, as of its date or as of the Closing Date, contained any untrue
     statement of a material fact or omitted to state any material fact
     necessary in order to make the statements



                                       13
<PAGE>

     therein, in the light of the circumstances under which they were made, not
     misleading; it being understood that such counsel need express no view as
     to the financial statements or other financial data contained in the
     Registration Statement or the Prospectus.

          (f) The Representatives shall have received from LeBoeuf, Lamb, Greene
     & MacRae, L.L.P., counsel for the Underwriters, such opinion or opinions,
     dated such Closing Date, with respect to the incorporation of the Company,
     the validity of the Offered Securities delivered on such Closing Date, the
     Registration Statement, the Prospectus and other related matters as the
     Representatives may require, and the Company shall have furnished to such
     counsel such documents as they request for the purpose of enabling them to
     pass upon such matters.

          (g) The Representatives shall have received a certificate, dated the
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the Company in which such officers, to
     the best of their knowledge after reasonable investigation, shall state
     that the representations and warranties of the Company in this Agreement
     are true and correct, that the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied hereunder
     at or prior to the Closing Date, that no stop order suspending the
     effectiveness of the Registration Statement or of any part thereof has been
     issued and no proceedings for that purpose have been instituted or are
     contemplated by the Commission and that, subsequent to the date of the most
     recent financial statements in the Prospectus, there has been no material
     adverse change, nor any development or event involving a prospective
     material adverse change, in the condition (financial or other), business,
     properties or results of operations of the Company and its subsidiaries
     taken as a whole except as set forth in or contemplated by the Prospectus
     or as described in such certificate.

          (h) The Representatives shall have received a letter, dated such
     Closing Date, of KPMG LLP which meets the requirements of subsection (a) of
     this Section, except that the specified date referred to in such subsection
     will be a date not more than three days prior to such Closing Date for the
     purposes of this subsection.

          (i) On or prior to the date of this Agreement, the Representatives
     shall have received lockup letters from each of the directors of the
     Company and Mr. William R. Berkley and his immediate family.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. CSFBC may in its sole discretion waive on behalf of the Underwriters
compliance with any conditions to the obligations of the Underwriters hereunder,
whether in respect of an Optional Closing Date or otherwise.

     7. Indemnification and Contribution. (a) (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter



                                       14
<PAGE>

in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in
subsection (b) below; and provided, further, that with respect to any untrue
statement or alleged untrue statement in or omission or alleged omission from
any preliminary prospectus or preliminary prospectus supplement the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Underwriter, its partners, directors and officers and each person, if any, who
controls such Underwriter within the meaning of Section 15 of the Act, from whom
the person asserting any such losses, claims, damages or liabilities purchased
the Offered Securities concerned, to the extent that a prospectus relating to
such Offered Securities was required to be delivered by such Underwriter under
the Act in connection with such purchase and any such loss, claim, damage or
liability of such Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus (exclusive of material
incorporated by reference) if the Company had previously furnished copies
thereof to such Underwriter.

          (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any who
controls the Company within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the concession and
reallowance figures appearing in the fourth paragraph, the information with
respect to stabilizing, over-allotment and syndicate covering transactions and
penalty bids and passive market making contained in the bullet points in the
tenth paragraph and the information with respect to on-line distributions in the
eleventh paragraph, in each case under the caption "Underwriting."

          (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be



                                       15

<PAGE>

liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

          (e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.

     8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Underwriters,



                                       16
<PAGE>

but if no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 9 (provided that if such default occurs
with respect to Optional Securities after the First Closing Date, this Agreement
will not terminate as to the Firm Securities or any Optional Securities
purchased prior to such termination). As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

     9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall
remain in effect, and if any Offered Securities have been purchased hereunder
the representations and warranties in Section 2 and all obligations under
Section 5 shall also remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any reason other than solely because
of the termination of this Agreement pursuant to Section 8 or the occurrence of
any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company
will reimburse the Underwriters for all out-of-pocket expenses (including fees
and disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

     10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it at address and numbers of the Company set forth in the Registration
Statement, Attention: Ira S. Lederman, Senior Vice President; provided, however,
that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

     12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives jointly or by CSFBC will be binding
upon all the Underwriters.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of laws.



                                       18

<PAGE>

     15. Submission to Jurisdiction. The Company hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.



<PAGE>


     If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.

                                Very truly yours,

                                        W. R. BERKLEY CORPORATION

                                        By /s/ Ira S. Lederman
                                           ------------------------------
                                           Name:  Ira S. Lederman
                                           Title: Senior Vice President

The foregoing  Underwriting Agreement
 is hereby confirmed and accepted as
 of the date first above written.

     CREDIT SUISSE FIRST BOSTON CORPORATION
     MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
     MORGAN STANLEY & CO. INCORPORATED

         Acting on behalf of themselves and
           as the Representatives of the
           several Underwriters

     By  CREDIT SUISSE FIRST BOSTON CORPORATION

     By /s/ Leandro S. Galban, Jr.
        ------------------------------
        Name:  Leandro S. Galban, Jr.
        Title: Managing Director



                                       19
<PAGE>


                                   SCHEDULE A

                                                              Number of
                    Underwriter                             Firm Securities
                    -----------                             ---------------

Credit Suisse First Boston Corporation.....................     813,334
Merrill Lynch, Pierce, Fenner & Smith Incorporated.........     813,333
Morgan Stanley & Co. Incorporated..........................     813,333
Banc of America Securities LLC.............................      20,000
Dowling & Partners Securities, LLC.........................      20,000
Ferris, Baker Watts, Incorporated..........................      20,000
First Union Securities, Inc................................      20,000
Fox-Pitt, Kelton Inc.......................................      20,000
Invemed Associates LLC.....................................      20,000
Janney Montgomery Scott LLC................................      20,000
Keefe, Bruyette & Woods, Inc...............................      20,000
Monness, Crespi, Hardt & Co., Inc..........................      20,000
Prudential Securities Incorporated.........................      20,000
Ragen MacKenzie Incorporated...............................      20,000
Sanders Morris Harris Inc..................................      20,000
Sandler O'Neill & Partners, L.P............................      20,000


                                                              ---------
                               Total.......................   2,700,000



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF WILLKIE FARR & GALLAGHER
<TEXT>

<PAGE>


                    [LETTERHEAD OF WILLKIE FARR & GALLAGHER]




February 28, 2001



W. R. Berkley Corporation
165 Mason Street
P.O. Box 2518
Greenwich, CT 06836-2518

Ladies and Gentlemen:

We have acted as counsel to W. R. Berkley Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, in connection
with the preparation of a Registration Statement on Form S-3 (Registration No.
33-95552) (as amended as of the date hereof, the "Registration Statement") and
the prospectus included as part of the Registration Statement and the prospectus
supplement thereto (as so supplemented as of the date hereof, the "Prospectus")
relating to the offer and sale of up to 3,105,000 shares of the common stock of
the Company, par value $.20 per share ("Common Stock"), including 405,000 shares
of Common Stock which are subject to the underwriters' over-allotment option
(collectively, the "Shares").

We have examined copies of the Restated Certificate of Incorporation and By-Laws
of the Company, the Registration Statement, the Prospectus, resolutions adopted
by the Company's Board of Directors or committees thereof with respect to the
Registration Statement and the Prospectus and other records and documents that
we have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.

Based on the foregoing, we are of the opinion that: (1) the Company has been
duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware; and (2) the Shares, when duly sold, issued
and paid for in accordance with the terms of the Prospectus, will be duly
authorized and validly issued and will be fully paid and nonassessable.



<PAGE>


W. R. Berkley Corporation
February 28, 2001
Page 2


This opinion is limited to matters expressly set forth herein and no opinion is
to be implied or may be inferred beyond the matters expressly stated herein.

Except as set forth below, this opinion is for your use only and, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose. We hereby consent to the
filing of this opinion as an exhibit to the Company's Current Report on Form
8-K, which is incorporated by reference in the Registration Statement, and to
the reference to us in the Prospectus included as part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Willkie Farr & Gallagher




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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