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<SEC-DOCUMENT>0000950123-02-011035.txt : 20021115
<SEC-HEADER>0000950123-02-011035.hdr.sgml : 20021115
<ACCEPTANCE-DATETIME>20021115135249
ACCESSION NUMBER:		0000950123-02-011035
CONFORMED SUBMISSION TYPE:	424B5
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20021115

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:		424B5
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-88920
		FILM NUMBER:		02829362

	BUSINESS ADDRESS:	
		STREET 1:		475 STEAMBOAT ROAD
		STREET 2:		.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		2036293000

	MAIL ADDRESS:	
		STREET 1:		475 STEAMBOAT ROAD
		STREET 2:		.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>y65705b5e424b5.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424B5
<TEXT>
<PAGE>
                                                Filed Pursuant to Rule 424(b)(5)
                                                Registration No. 333-88920



THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

                             SUBJECT TO COMPLETION

           PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 15, 2002

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JUNE 7, 2002)

                                4,100,000 SHARES

                              [W. R. BERKLEY LOGO]

                           W. R. BERKLEY CORPORATION
                                  COMMON STOCK
                             ----------------------

     We are offering 4,100,000 shares of our common stock. Our common stock
trades on the New York Stock Exchange under the symbol "BER." The last reported
sale price of our common stock on the New York Stock Exchange on November 14,
2002 was $36.70 per share.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN "RISK
FACTORS" BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 4 OF THE
ACCOMPANYING PROSPECTUS.

                             ----------------------

<Table>
<Caption>
                                                      PER SHARE              TOTAL
                                                      ---------              -----
<S>                                                   <C>                    <C>
Public offering price...............................      $                    $
Underwriting discount...............................      $                    $
Proceeds, before expenses, to W. R. Berkley.........      $                    $
</Table>

     The underwriters may also purchase up to an additional 615,000 shares from
us at the public offering price, less the underwriting discount, within 30 days
from the date of this prospectus supplement in order to cover over-allotments.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

     The shares will be ready for delivery on or about November   , 2002.

                             ----------------------

MERRILL LYNCH & CO.                                               MORGAN STANLEY
                              SALOMON SMITH BARNEY
                             ----------------------

          The date of this prospectus supplement is November   , 2002.
<PAGE>

                               TABLE OF CONTENTS

                             PROSPECTUS SUPPLEMENT

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Forward-Looking Statements..................................   S-1
Prospectus Supplement Summary...............................   S-2
Summary Consolidated Financial Data.........................   S-4
Risk Factors................................................   S-6
Use of Proceeds.............................................   S-7
Capitalization..............................................   S-7
Price Range of Our Common Stock and Dividends...............   S-8
Dividend Policy.............................................   S-8
Underwriting................................................   S-9
Legal Matters...............................................  S-12
Experts.....................................................  S-12
Where You Can Find More Information.........................  S-12
Incorporation of Certain Documents by Reference.............  S-13
                            PROSPECTUS
About This Prospectus.......................................    ii
Table of Contents...........................................   iii
W. R. Berkley Corporation...................................     1
The Trusts..................................................     2
Risk Factors................................................     4
Forward-Looking Statements..................................    10
Use of Proceeds.............................................    11
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
  Combined Fixed Charges and Preferred Stock Dividends......    11
General Description of the Offered Securities...............    12
Description of Our Capital Stock............................    12
Description of the Depositary Shares........................    20
Description of the Debt Securities..........................    23
Description of the Warrants to Purchase Common Stock or
  Preferred Stock...........................................    41
Description of the Warrants to Purchase Debt Securities.....    42
Description of Preferred Securities.........................    44
Description of Preferred Securities Guarantees..............    55
Description of Stock Purchase Contracts and Stock Purchase
  Units.....................................................    59
Plan of Distribution........................................    60
Legal Opinions..............................................    62
Experts.....................................................    62
Where You Can Find More Information.........................    62
Incorporation of Certain Documents by Reference.............    63
</Table>

     This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering and also adds to
and updates information contained in the accompanying prospectus and the
documents incorporated by reference. The second part is the accompanying
prospectus, which gives more general information, some of which may not apply to
the offering.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT OR THE DATE ON
THE ACCOMPANYING PROSPECTUS, AS APPLICABLE.
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     This prospectus supplement and the accompanying prospectus and those
documents incorporated by reference herein and therein may contain certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Some of the forward-looking statements can be
identified by the use of forward-looking words such as "outlook," "believes,"
"expects," "potential," "continued," "may," "will," "should," "seeks,"
"approximately," "predicts," "intends," "plans," "estimates," "anticipates" or
the negative version of those words or other comparable words. Any forward-
looking statements contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, including statements related to our
outlook for the industry and for our performance for the year 2002 and beyond,
are based upon our historical performance and on current plans, estimates and
expectations. The inclusion of this forward-looking information should not be
regarded as a representation by us, the underwriters or any other person that
the future plans, estimates or expectations contemplated by us will be achieved.
Such forward-looking statements are subject to various risks and uncertainties,
including but not limited to:

     - the cyclical nature of the property casualty insurance industry;

     - the long-tail and potentially volatile nature of the reinsurance
       business;

     - product demand and pricing;

     - claims development and the process of estimating reserves;

     - the uncertain nature of damage theories and loss amounts;

     - the ultimate results of the various pending arbitration and legal
       proceedings;

     - the increased level of our retention;

     - natural and man-made catastrophic losses, including as a result of
       terrorist activities;

     - the impact of competition;

     - availability of reinsurance and uncertainty as to our reinsurance
       coverage for terrorist acts;

     - the ability of our reinsurers to pay reinsurance recoverables owed to us;

     - investment results and potential impairment of invested assets;

     - exchange rate and political risks;

     - legislative and regulatory developments;

     - changes in the ratings assigned to us by ratings agencies;

     - the availability of dividends from our insurance company subsidiaries;

     - our successful integration of acquired companies or investment in new
       insurance ventures; and

     - our ability to attract and retain qualified employees.

     We describe some of these risks and uncertainties in greater detail below
under the caption "Risk Factors" and in the "Risk Factors" section beginning on
page 4 of the accompanying prospectus. These risks could cause actual results of
the industry or our actual results for the year 2002 and beyond to differ
materially from those expressed in any forward-looking statement we make. Any
projections of growth in our net premiums written and management fees would not
necessarily result in commensurate levels of underwriting and operating profits.
Our future financial performance is dependent upon factors discussed elsewhere
in this prospectus supplement and the accompanying prospectus and the documents
incorporated by reference herein and therein. Forward-looking statements speak
only as of the date on which they are made. For a discussion of factors that
could cause actual results to differ, see "Risk Factors" below and in the
accompanying prospectus and the information contained in our publicly available
filings with the Securities and Exchange Commission, or SEC. These filings are
described below under the captions "Where You Can Find More Information" and
"Incorporation of Certain Documents by Reference."

                                       S-1
<PAGE>

                         PROSPECTUS SUPPLEMENT SUMMARY

     The summary contains basic information about us, our common stock and this
offering. Because this is a summary, it does not contain all the information you
should consider before investing in our common stock. You should carefully read
this summary together with the more detailed information, financial statements
and notes to the financial statements contained elsewhere or incorporated by
reference into this prospectus supplement or the accompanying prospectus. To
fully understand this offering, you should read all of these documents. To the
extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in the accompanying
prospectus, on the other hand, the information in this prospectus supplement
shall control. Unless otherwise indicated, all references in this prospectus
supplement and the accompanying prospectus to "W. R. Berkley," "we," "us," "our"
or similar terms refer to W. R. Berkley Corporation together with its
subsidiaries.

                           W. R. BERKLEY CORPORATION

INTRODUCTION

     We are an insurance holding company which, through our subsidiaries,
presently operates in five segments of the property casualty insurance business:

     - specialty lines of insurance, including excess and surplus lines and
       commercial transportation;

     - alternative markets, including the management of alternative insurance
       market mechanisms;

     - reinsurance, including facultative and treaty;

     - regional property casualty insurance; and

     - international.

     We operate a group of autonomous insurance entities that can compete
effectively in selected markets within the property casualty industry. This
structure provides us the flexibility to respond to local or specific market
conditions and pursue specialty business niches. It also allows us to be closer
to our customers in order to better understand their individual needs and risk
characteristics. We also capitalize on the benefits of economies of scale
through centralized capital, investment and reinsurance management and
actuarial, financial and legal staff support.

     Our specialty insurance, alternative markets and reinsurance operations are
conducted nationwide. Regional insurance operations are conducted primarily in
the Midwest, New England, Southern (excluding Florida), and Mid Atlantic regions
of the United States. Presently, international operations are conducted
primarily in Argentina and the Philippines.

     Our principal executive offices are located at 475 Steamboat Road,
Greenwich, Connecticut 06830, and our telephone number is (203) 629-3000.

                                       S-2
<PAGE>

                                  THE OFFERING

Common stock offered..........   4,100,000 shares

Shares outstanding after the
offering......................   54,315,669 shares

Over-allotment option.........   615,000 shares

Use of proceeds...............   We estimate that our net proceeds from this
                                 offering without exercise of the over-allotment
                                 option will be approximately $143 million. We
                                 intend to use these net proceeds to provide
                                 additional capital for our insurance
                                 subsidiaries, and for general corporate
                                 purposes, which may include investments in new
                                 insurance ventures and potential acquisitions.

Risk Factors..................   See "Risk Factors" on page S-6 of this
                                 prospectus supplement and page 4 of the
                                 accompanying prospectus and other information
                                 included or incorporated by reference in the
                                 accompanying prospectus and this prospectus
                                 supplement for a discussion of factors you
                                 should carefully consider before deciding to
                                 invest in shares of our common stock.

New York Stock Exchange
symbol........................   BER

     If the underwriters exercise their over-allotment option in full, the total
number of shares outstanding after the offering will be 54,930,669. Unless
otherwise noted, we assume in this prospectus supplement that the underwriters
will not exercise their over-allotment option.

     The number of shares shown above to be outstanding after the offering is
based on the number of shares outstanding on September 30, 2002, and excludes
unissued shares reserved under various employee compensation plans -- including
6,178,450 shares issuable upon exercise of stock options granted under our stock
option plan, at a weighted average exercise price of $25.69 per share; and
2,377,809 shares reserved for issuance pursuant to stock options not yet granted
under our current stock option plan. It also excludes 2,967,450 shares held by
certain of our subsidiaries.

                                       S-3
<PAGE>

                      SUMMARY CONSOLIDATED FINANCIAL DATA

     The following table sets forth our summary historical consolidated
financial and other data. The year-end financial data has been derived from our
audited financial statements, which have been audited by KPMG LLP. The financial
data for the interim periods has been derived from our unaudited financial
statements and include, in the opinion of our management, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the financial data. The results for the interim periods do not necessarily
indicate the results to be expected for the full fiscal year. You should read
the following information in conjunction with our financial statements and the
related notes and the other financial and statistical information that is
included or incorporated by reference in this prospectus supplement and the
accompanying prospectus. All share and per share amounts have been adjusted to
reflect the 3-for-2 common stock split effected on July 2, 2002.

<Table>
<Caption>
                                    NINE MONTHS ENDED
                                      SEPTEMBER 30,                           YEAR ENDED DECEMBER 31,
                                 -----------------------   --------------------------------------------------------------
                                    2002         2001         2001         2000         1999         1998         1997
                                 ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                       (UNAUDITED)
                                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                              <C>          <C>          <C>          <C>          <C>          <C>          <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA:
Net premiums written...........  $1,897,078   $1,355,026   $1,858,096   $1,506,244   $1,427,719   $1,346,254   $1,177,641
Net premiums earned............   1,549,625    1,222,390    1,680,469    1,491,014    1,414,384    1,278,399    1,111,747
Net investment income..........     137,032      147,600      195,021      210,448      190,316      202,420      199,588
Service fees...................      62,767       56,552       75,771       68,049       72,344       70,727       71,456
Realized investment gains
  (losses).....................      (2,858)      11,782      (11,494)       8,364       (6,064)      25,400       13,186
Total revenues.................   1,747,892    1,440,222    1,941,797    1,781,287    1,673,668    1,582,517    1,400,310
Interest expense...............      34,058       34,432       45,719       47,596       50,801       48,819       48,869
Income (loss) before income
  taxes........................     147,447      (46,614)    (151,394)      40,851      (79,248)      62,781      129,241
Income tax (expense) benefit...     (51,255)      21,559       56,661       (2,451)      45,766       (5,465)     (30,668)
Net income (loss) before change
  in accounting and
  extraordinary item...........     102,314      (27,382)     (91,546)      36,238      (34,545)      51,212       91,219
Cumulative effect of change in
  accounting principles(1).....          --           --           --           --       (3,250)          --           --
Extraordinary gain (loss)......          --           --           --           --          735       (5,017)          --
Net income (loss) attributable
  to common stockholders(2)....  $  102,314   $  (27,382)  $  (91,546)  $   36,238   $  (37,060)  $   46,195   $   91,219
Operating income (loss)(3).....     102,458      (35,040)     (88,659)      30,802      (30,603)      34,702       82,648
Data per common share:
  Basic:
    Net income (loss) before
      change in accounting and
      extraordinary item.......  $     2.04   $    (0.64)  $    (2.09)  $     0.94   $    (0.90)  $     1.21   $     2.06
    Net income (loss)(2).......        2.04        (0.64)       (2.09)        0.94        (0.96)        1.09         2.06
    Operating income
      (loss)(3)................        2.04        (0.82)       (2.03)        0.80        (0.79)        0.82         1.87
  Diluted:
    Net income (loss) before
      change in accounting and
      extraordinary income.....  $     1.96   $    (0.64)  $    (2.09)  $     0.93   $    (0.90)  $     1.17   $     2.01
    Net income (loss)(2).......        1.96        (0.64)       (2.09)        0.93        (0.96)        1.06         2.01
    Operating income
      (loss)(3)................        1.96        (0.82)       (2.03)        0.80        (0.79)        0.79         1.83
Weighted average shares
  outstanding:
  Basic........................      50,080       42,506       43,709       38,448       38,735       42,291       44,255
  Diluted......................      52,328       44,405       45,833       38,987       38,891       43,673       45,278
</Table>

                                       S-4
<PAGE>

<Table>
<Caption>
                                                                             DECEMBER 31,
                                    SEPTEMBER 30,   --------------------------------------------------------------
                                        2002           2001         2000         1999         1998         1997
                                    -------------   ----------   ----------   ----------   ----------   ----------
                                     (UNAUDITED)
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                 <C>             <C>          <C>          <C>          <C>          <C>
Consolidated Balance Sheet Data:
  Investments(4)..................   $4,227,909     $3,598,053   $3,111,602   $2,975,929   $3,233,458   $3,106,900
  Total assets....................    6,488,714      5,633,509    5,022,070    4,784,791    4,983,431    4,544,318
  Reserves for losses and loss
    expenses......................    3,003,247      2,817,682    2,533,917    2,361,238    2,126,566    1,909,688
  Long-term debt..................      362,877        370,554      370,158      394,792      394,444      390,415
  Trust preferred securities......      198,241        198,210      198,169      198,126      207,988      207,944
  Stockholders' equity............    1,110,829        931,595      680,896      591,778      861,281      947,292
  Book value per share............   $    22.12     $    18.68   $    17.69   $    15.40   $    19.20   $    19.15
</Table>

<Table>
<Caption>
                                                      NINE MONTHS
                                                         ENDED
                                                     SEPTEMBER 30,           YEAR ENDED DECEMBER 31,
                                                     --------------   -------------------------------------
                                                     2002     2001    2001    2000    1999    1998    1997
                                                     -----   ------   -----   -----   -----   -----   -----
<S>                                                  <C>     <C>      <C>     <C>     <C>     <C>     <C>
SELECTED OPERATING RATIOS:
Loss ratio.........................................  65.6%    78.5%    82.1%   73.4%   76.8%   71.6%   66.1%
Expense ratio......................................  30.5%    35.0%    34.4%   34.8%   36.5%   36.5%   35.8%
Combined ratio(5)..................................  96.1%   113.5%   116.5%  108.2%  113.3%  108.1%  101.9%
                                                     ====    =====    =====   =====   =====   =====   =====
</Table>

- ---------------

(1) As of January 1, 1999, we adopted the American Institute of Certified Public
    Accountants (AICPA) Statement of Position ("SOP") 97-3, "Accounting by
    Insurance and Other Enterprises for Insurance Related Assessments."

(2) In 2002 we adopted FASB Statement No. 142, Goodwill and Other Intangible
    Assets. As a result of adopting statement No. 142, our goodwill is no longer
    being amortized. Goodwill amortization was $3,032 for the nine months ended
    September 30, 2001 and $4,906, $4,036, $3,866, $3,178 and $2,950 for the
    years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.

(3) Operating income (loss) is defined as net income (loss) before realized
    investment gains and losses, cumulative effect of changes in accounting
    principle and extraordinary gains and losses. For purposes of this financial
    data, operating income includes discontinued businesses. Operating income
    measures, although not a substitute for net income, are useful for analysis
    to highlight the on-going elements of our earnings. A reconciliation of
    operating income (loss) to net income (loss) follows:

<Table>
<Caption>
                         NINE MONTHS ENDED
                           SEPTEMBER 30,                   YEAR ENDED DECEMBER 31,
                        -------------------   -------------------------------------------------
                          2002       2001       2001      2000       1999      1998      1997
                        --------   --------   --------   -------   --------   -------   -------
                                                    (IN THOUSANDS)
<S>                     <C>        <C>        <C>        <C>       <C>        <C>       <C>
Operating income
  (loss)..............  $102,458   $(35,040)  $(88,659)  $30,802   $(30,603)  $34,702   $82,648
After-tax realized
  gains (losses)......      (144)     7,658     (2,887)    5,436     (3,942)   16,510     8,571
Cumulative effect of
  change in accounting
  principle...........        --         --         --        --     (3,250)       --        --
Extraordinary gain
  (loss)..............        --         --         --        --        735    (5,017)       --
                        --------   --------   --------   -------   --------   -------   -------
Net income (loss)
  attributable to
  common
  shareholders:.......  $102,314   $(27,382)  $(91,546)  $36,238   $(37,060)  $46,195   $91,219
                        ========   ========   ========   =======   ========   =======   =======
</Table>

(4) Includes trading account receivable from brokers and clearing organizations
    and trading securities sold but not yet purchased.

(5) The combined ratio represents a measure of underwriting profitability,
    excluding investment income. A number in excess of 100 generally indicates
    an underwriting loss; a number below 100 generally indicates an underwriting
    gain.

                                       S-5
<PAGE>

                                  RISK FACTORS

     Before you invest in our common stock, you should carefully consider the
risks involved. Accordingly, you should carefully consider the information
contained in or incorporated by reference into this prospectus supplement and
the accompanying prospectus, including the risk factors listed below and
uncertainties relating to pending legal proceedings as described in our
Quarterly Report on Form 10-Q for the period ended September 30, 2002 and other
documents incorporated by reference in this prospectus supplement.

OUR CHARTER DOCUMENTS, OUR STOCKHOLDERS RIGHTS PLAN AND DELAWARE LAW, AS WELL AS
STATE INSURANCE STATUTES, WILL MAKE IT MORE DIFFICULT TO ACQUIRE US AND MAY
DISCOURAGE TAKEOVER ATTEMPTS AND THUS DEPRESS THE MARKET PRICE OF OUR COMMON
STOCK.

     Certain provisions of Delaware law, our certificate of incorporation and
our by-laws have the effect of making more difficult or discouraging unsolicited
takeover bids from third parties. While these provisions have the effect of
encouraging persons seeking to acquire control of us to negotiate with our board
of directors, they could also limit our stockholders' opportunity to dispose of
their shares at the premium prices typically associated with such takeover
attempts.

     For example, our certificate of incorporation and by-laws provide for a
board of directors divided into three classes, with one class being elected each
year to serve for a three-year term. As a result, at least two annual meetings
of stockholders may be required for stockholders to change a majority of our
board of directors. Pursuant to our share purchase rights plan, holders of our
common stock will receive rights to purchase shares of preferred stock that have
the same dividend, liquidation and voting rights as shares of our common stock
upon the occurrence of certain events that could lead to a person or group
acquiring 15% or more of our outstanding common stock. In addition to being
subject to Section 203 of the Delaware General Corporation Law, which generally
prohibits a publicly held Delaware corporation from engaging in business
combinations with certain stockholders, our certificate of incorporation
requires the affirmative vote of 80% of our stockholders to approve mergers and
other similar transactions between us and certain stockholders.

     We are subject to state statutes governing insurance holding company
systems which would commonly require that any person or entity desiring to
purchase more than 10% of our outstanding voting securities must obtain
regulatory approval prior to the purchase. Under Florida law, which is
applicable to us due to our ownership of Carolina Casualty Insurance Company, a
Florida domiciled insurer, the acquisition of more than 5% of our capital stock
must receive state regulatory approval prior to such transaction. Applicable
state insurance company laws and regulations could delay or impede a change of
control of W. R. Berkley.

CERTAIN OF OUR INSTITUTIONAL STOCKHOLDERS AND MANAGEMENT MAY INFLUENCE ACTIONS
REQUIRING STOCKHOLDER APPROVAL.

     Based on the most recently available public filings, Gilder, Gagnon, Howe &
Co. LLC, Janus Capital Corporation and Franklin Resources, Inc. (with their
respective affiliates) held 4,738,498, 3,815,625 and 3,307,901 shares of common
stock, respectively, representing approximately 9.4%, 7.6% and 6.6%,
respectively, of our outstanding common stock as of September 30, 2002. In
addition, as of September 30, 2002, William R. Berkley, our founder, chairman
and chief executive officer, held 7,520,827 shares of common stock (including
currently exercisable options), representing approximately 15.0% of our
outstanding common stock as of September 30, 2002. As a result, these
stockholders, acting alone or together, may be able to influence matters
requiring approval by our stockholders.

OUR MANAGEMENT WILL HAVE BROAD DISCRETION TO USE THE PROCEEDS OF THIS OFFERING,
AND SOME USES MAY NOT YIELD A FAVORABLE RETURN.

     The net proceeds of this offering have not been allocated for specific
uses. Our management will have broad discretion to spend the proceeds from this
offering in ways with which stockholders may not agree. The failure of our
management to use these funds effectively could result in unfavorable returns.
This could have significant adverse effects on our financial condition and could
cause the price of our common stock to decline.
                                       S-6
<PAGE>

                                USE OF PROCEEDS

     We estimate that we will receive approximately $143 million in net proceeds
from this offering, based upon an assumed public offering price of $36.70 per
share (the last reported sale price of our common stock on the New York Stock
Exchange on November 14, 2002), after deducting approximately $7.5 million in
underwriting discount and our estimated net expenses for this offering.

     We intend to use the net proceeds from this offering for additional capital
for our insurance subsidiaries and for general corporate purposes, which may
include investments in new insurance ventures and potential acquisitions. Until
we use the net proceeds of this offering, we intend to invest the net proceeds
primarily in U.S. Treasury and government agency obligations, money market funds
and high grade corporate debt securities and commercial paper.

     The estimated net proceeds shown above do not reflect the underwriters'
exercise of their over-allotment option. If the underwriters exercise their
over-allotment option in full, we will receive additional estimated net proceeds
of approximately $22 million.

                                 CAPITALIZATION

     The following table shows our capitalization at September 30, 2002, and as
adjusted to give effect to the sale of the common stock offered by this
prospectus supplement based upon an assumed public offering price of $36.70 per
share (the last reported sale price of our common stock on the New York Stock
Exchange on November 14, 2002) and underwriting discount and estimated net
offering expenses of approximately $7.5 million. You should read this table in
conjunction with our historical consolidated financial statements and the other
financial and statistical information that are included or incorporated by
reference in this prospectus supplement and the accompanying prospectus.

<Table>
<Caption>
                                                                ACTUAL     AS ADJUSTED
                                                              ----------   -----------
                                                               (IN THOUSANDS, EXCEPT
                                                              PERCENTAGE AND PER SHARE
                                                                       DATA)
<S>                                                           <C>          <C>
Long-term debt..............................................  $  362,877   $  362,877
Trust preferred securities..................................     198,241      198,241
Minority interest...........................................      16,070       16,070
Stockholders' equity:
  Preferred stock, par value $.10 per share:
     Authorized 5,000,000 shares; no shares issued..........          --           --
  Common stock, par value $.20 per share:
     Authorized 80,000,000 shares, issued and outstanding,
      net of treasury shares, 50,215,669 and 54,315,669
      shares................................................      12,991       13,811
Additional paid-in capital..................................     654,982      797,162
Retained earnings...........................................     556,300      556,300
Accumulated other comprehensive income......................     120,421      120,421
Treasury stock, at cost, 14,741,097 shares..................    (233,865)    (233,865)
                                                              ----------   ----------
  Total stockholders' equity................................   1,110,829    1,253,829
                                                              ----------   ----------
     Total capitalization...................................  $1,688,017   $1,831,017
                                                              ==========   ==========
Ratios:
  Long-term debt to total capitalization....................        21.5%        19.8%
  Long-term debt and trust preferred securities to total
     capitalization.........................................        33.2%        30.6%
Book value per share........................................  $    22.12   $    23.08
</Table>

                                       S-7
<PAGE>

                 PRICE RANGE OF OUR COMMON STOCK AND DIVIDENDS

     Our common stock is listed and traded on the New York Stock Exchange under
the symbol "BER." The following table sets forth the high and low sale prices
for the indicated periods, as reported on The Nasdaq Stock Market's National
Market through May 8, 2001 and the New York Stock Exchange from May 9, 2001 to
the present, and the quarterly cash dividends paid per share of our common stock
during the periods indicated. All amounts have been adjusted to reflect the
3-for-2 common stock split effected on July 2, 2002.

<Table>
<Caption>
                                                                       COMMON SHARES
                                                              --------------------------------
                                                               HIGH     LOW     CASH DIVIDENDS
                                                              ------   ------   --------------
<S>                                                           <C>      <C>      <C>
2000
First Quarter...............................................  $15.66   $ 9.33        $.09
Second Quarter..............................................  $15.46   $12.08        $.09
Third Quarter...............................................  $23.49   $12.25        $.09
Fourth Quarter..............................................  $31.75   $20.50        $.09

2001
First Quarter...............................................  $32.50   $23.29        $.09
Second Quarter..............................................  $30.25   $24.60        $.09
Third Quarter...............................................  $33.07   $25.40        $.09
Fourth Quarter..............................................  $38.93   $31.02        $.09

2002
First Quarter...............................................  $38.70   $32.03        $.09
Second Quarter..............................................  $40.80   $35.97        $.09
Third Quarter...............................................  $37.39   $29.90        $.09
Fourth Quarter (through November 14, 2002)..................  $38.46   $31.14        $.09
</Table>

     A recent reported last sale price per share for our common shares on the
NYSE is set forth on the cover page of this prospectus supplement.

     For a description of our common stock, see "Description of Our Capital
Stock -- Authorized and Outstanding Capital Stock" and "-- Common Stock" in the
accompanying prospectus and our restated certificate of incorporation, which is
filed as an exhibit to the registration statement of which the accompanying
prospectus is a part.

                                DIVIDEND POLICY

     We intend to continue to pay dividends on a quarterly basis, as may be
declared by the Board of Directors from time to time. Our ability to pay
dividends is dependent upon, among other things, the availability of dividends
from our insurance company subsidiaries. Our insurance company subsidiaries are
restricted by law as to the amount of dividends they may pay without the
approval of regulatory authorities.

                                       S-8
<PAGE>

                                  UNDERWRITING

     Under the terms and subject to the conditions contained in an underwriting
agreement dated November   , 2002, we have agreed to sell to the underwriters
and the underwriters have severally agreed to purchase from us the number of
shares of common stock listed opposite their names below.

<Table>
<Caption>
                                                               NUMBER OF
UNDERWRITER                                                     SHARES
- -----------                                                    ---------
<S>                                                            <C>
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...................................
Morgan Stanley & Co. Incorporated...........................
Salomon Smith Barney Inc....................................
                                                               ---------
             Total..........................................   4,100,000
                                                               =========
</Table>

     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc. are acting as representatives of the
underwriters in connection with the sale of the common stock.

     The underwriters have agreed to purchase all of the shares of common stock
sold under the underwriting agreement if any of the shares are purchased. If an
underwriter defaults, the underwriting agreement provides that the purchase
commitments of the nondefaulting underwriters may be increased or the
underwriting agreement may be terminated.

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
underwriters may be required to make with respect to these liabilities.

     The underwriters are offering the shares of common stock, subject to prior
sale, when, as and if issued to and accepted by them, subject to approval of
legal matters by their counsel, including the validity of the shares, and other
conditions contained in the underwriting agreement, such as the receipt by the
underwriters of officer's certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

     The representatives have advised us that the underwriters initially propose
to offer the common stock to the public at the public offering price on the
cover page of this prospectus supplement and to certain dealers at that price
less a concession of no more than $     per share. The underwriters may allow,
and the dealers may reallow, a discount not in excess of $     per share to
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

     The following table shows the public offering price, underwriting discount
and proceeds before expenses to us. The information assumes either no exercise
or full exercise by the underwriters of their over-allotment options.

<Table>
<Caption>
                                                   PER SHARE   WITHOUT OPTION   WITH OPTION
                                                   ---------   --------------   -----------
<S>                                                <C>         <C>              <C>
Public offering price............................      $             $               $
Underwriting discount............................      $             $               $
Proceeds, before expenses, to W. R. Berkley......      $             $               $
</Table>

     The expenses of the offering, not including the underwriting discount, are
estimated at $          and are payable by us.

                                       S-9
<PAGE>

OVER-ALLOTMENT OPTION

     We have granted the underwriters an option to purchase up to 615,000
additional shares of common stock at the public offering price on the cover page
of this prospectus supplement, less the underwriting discount. The option will
be exercisable in whole or in part for 30 days after the date of this prospectus
supplement. If the underwriters exercise the option, each will be obligated,
subject to conditions contained in the underwriting agreement, to purchase a
number of additional shares proportionate to that underwriter's initial amount
reflected in the above table. If the underwriters' over-allotment option is
exercised in full, the total public offering price would be $  million, the
total underwriting discount would be $  million and the total proceeds, before
expenses, to us would be $  million.

INTERNET DISTRIBUTIONS

     A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to the underwriters
for sale to their online brokerage account holders.

     Internet distributions will be allocated by the underwriters that will make
internet distributions on the same basis as other allocations. Merrill Lynch
will be facilitating distribution for this offering to certain of its internet
subscription customers. Merrill Lynch intends to allocate a limited number of
shares for sale to its online brokerage customers. An electronic preliminary
prospectus supplement is available on the internet website maintained by Merrill
Lynch. Other than the preliminary prospectus supplement in electronic format,
the information on the website maintained by Merrill Lynch is not intended to be
part of this prospectus supplement, as amended or supplemented.

NO SALES OF SIMILAR SECURITIES

     We, William R. Berkley (and certain members of his immediate family) and
our other directors have agreed, with exceptions, not to sell or transfer any
common stock for 90 days after the date of this prospectus supplement without
first obtaining the written consent of Merrill Lynch. Specifically, we and these
other individuals have agreed not to directly or indirectly:

     - offer, pledge, sell or contract to sell any common stock,

     - sell any option or contract to purchase any common stock,

     - purchase any option or contract to sell any common stock,

     - grant any option, right or warrant for the sale of any common stock,

     - otherwise dispose of or transfer any common stock,

     - enter into any swap or other agreement that transfers, in whole or in
       part, the economic consequence of ownership of any common stock, whether
       any such swap or transaction is to be settled by delivery of shares or
       other securities, in cash or otherwise, or

     - request or demand that we file a registration statement related to the
       common stock.

     This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also
applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the
power of disposition.

     These restrictions do not apply to:

     - the issuance by us of shares of common stock upon the exercise of an
       option or a warrant or the conversion of a security outstanding on the
       date of this prospectus supplement of which the underwriters have been
       advised in writing;

                                       S-10
<PAGE>

     - the issuance by us of additional options under our existing stock option
       plans, provided that such options are not exercisable during such 90-day
       period;

     - the issuance by us of shares of common stock purchased under our existing
       employee stock purchase plan;

     - transactions by any person other than us relating to shares of common
       stock or other securities acquired in open market transactions after the
       completion of this offering; and

     - transfers by any person other than us as a bona fide gift, provided that
       the transferee agrees to be bound by such restrictions.

NEW YORK STOCK EXCHANGE LISTING

     The shares are listed on the New York Stock Exchange under the symbol
"BER."

PRICE STABILIZATION AND SHORT POSITIONS

     Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.

     The underwriters may purchase and sell our common stock in the open market.
These transactions may include short-sales, stabilizing transactions and
purchases to cover the positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of shares than they are required to
purchase in the offering. "Covered" short sales are sales made in an amount not
greater than the underwriters' option to purchase additional shares from the
issue in the offering. The underwriters may close out any covered short position
by either exercising their option to purchase additional shares or purchasing
shares in the open market. In determining the shares to close out the covered
short position, the underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to the price at
which they may purchase the shares through the over-allotment option. "Naked"
short sales are sales in excess of the over-allotment option. The underwriters
must close out any naked short position by purchasing common stock in the open
market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of our common
stock in the open market after pricing that could adversely affect investors who
purchase in the offering. Stabilizing transactions consist of various bids for
or purchase of our common stock made by the underwriters in the open market
prior to the completion of the offering.

     Similar to other purchase transactions, the underwriters' purchases to
cover syndicate short positions may have the effect of raising or maintaining
the market price of our common stock or preventing or retarding a decline in the
market price of our common stock. As a result, the price of our common stock may
be higher than the price that would otherwise exist in the open market.

     Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the underwriters
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.

OTHER RELATIONSHIPS

     Some of the underwriters have from time to time provided investment or
commercial banking services to us and our affiliates in the past and are likely
to do so in the future. They receive customary fees and commissions for these
services. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
& Co. Incorporated were underwriters for our public offerings of common stock in
March and November 2001.

                                       S-11
<PAGE>

                                 LEGAL MATTERS

     Willkie Farr & Gallagher, New York, New York, will provide us with an
opinion as to legal matters in connection with the common stock offered by this
prospectus. LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, will pass upon certain legal
matters for the underwriters. As of September 30, 2002, Jack H. Nusbaum,
chairman of Willkie Farr & Gallagher and a member of our board of directors,
beneficially owns 22,092 shares of our common stock (which amount includes 4,500
shares held in trusts as to which Mr. Nusbaum is co-trustee).

                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules of W. R. Berkley Corporation and subsidiaries incorporated in this
prospectus supplement by reference to our Annual Report on Form 10-K for the
year ended December 31, 2001 have been audited by KPMG LLP, independent
certified public accountants, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You can read and copy any
document that we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of such material
can also be obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

     Our filings with the SEC are also available from the SEC's web site at
http://www.sec.gov. Please call the SEC's toll-free telephone number at
1-800-SEC-0330 if you need further information about the operation of the SEC's
public reference rooms. Information about us is also available on our web site
at http://www.wrberkley.com. Such information on our web site is not a part of
this prospectus supplement.

                                       S-12
<PAGE>

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus supplement. Any statement contained in a
document which is incorporated by reference in this prospectus supplement is
automatically updated and superseded if information contained in this prospectus
supplement, or information that we later file with the SEC, modifies or replaces
this information. All documents we subsequently file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering shall be deemed to be incorporated by reference into this prospectus
supplement. We incorporate by reference the following documents:

     - Our Annual Report on Form 10-K for the year ended December 31, 2001;

     - Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
       June 30, 2002 and September 30, 2002;

     - Our Current Reports on Form 8-K, dated February 5, 2002, February 6,
       2002, February 14, 2002, April 10, 2002, April 29, 2002, May 16, 2002,
       July 24, 2002, August 8, 2002, August 13, 2002, September 13, 2002 and
       October 29, 2002;

     - Our Proxy Statement dated April 5, 2002 for our 2002 Annual Meeting of
       Stockholders; and

     - The descriptions of our common stock set forth in our registration
       statement on Form 8-A/A filed with the Commission on May 1, 2001 and of
       our rights to purchase Series A Junior Participating Preferred Stock set
       forth in our registration statement on Form 8-A filed with the Commission
       on May 11, 1999, as amended on May 1, 2001, including any further
       amendments or reports for the purposes of updating such descriptions.

     To receive a free copy of any of the documents incorporated by reference in
this prospectus supplement, other than any exhibits, unless the exhibits are
specifically incorporated by reference into this prospectus supplement, call or
write us at the following address: W. R. Berkley Corporation, Attn: Ira S.
Lederman, Secretary, at 475 Steamboat Road, Greenwich, Connecticut 06830, (203)
629-3000.

                                       S-13
<PAGE>

PROSPECTUS

                                  $700,000,000

                           W. R. BERKLEY CORPORATION

       Common Stock, Preferred Stock, Depositary Shares, Debt Securities,
    Warrants to Purchase Common Stock, Warrants to Purchase Preferred Stock,
       Warrants to Purchase Debt Securities, Stock Purchase Contracts and
                              Stock Purchase Units

                             ---------------------

                         W. R. BERKLEY CAPITAL TRUST II
                        W. R. BERKLEY CAPITAL TRUST III

                              Preferred Securities
 Fully and Unconditionally Guaranteed to the Extent Provided in this Prospectus
                                       by
                           W. R. Berkley Corporation

     We or the applicable trust will provide the specific terms of these
securities in supplements to this prospectus. The prospectus supplements may
also add, update or change information contained in this prospectus. You should
read this prospectus and any supplements carefully before you invest.

                             ---------------------

     Our common stock is listed on the New York Stock Exchange under the symbol
"BER." On June 6, 2002, the closing price of our common stock, as reported by
the New York Stock Exchange, was $57.29 per share.

                             ---------------------

     INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 4.

                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement.

                    The date of this prospectus is June 7, 2002.
<PAGE>

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR W. R. BERKLEY
CAPITAL TRUST II NOR W. R. BERKLEY CAPITAL TRUST III HAS AUTHORIZED ANYONE ELSE
TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE, W. R. BERKLEY CAPITAL TRUST II
AND W. R. BERKLEY CAPITAL TRUST III ARE OFFERING THESE SECURITIES ONLY IN STATES
WHERE THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we and the trusts
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process, relating to the common stock, preferred stock, depositary
shares, debt securities, warrants, stock purchase contracts, stock purchase
units, preferred securities and preferred securities guarantees described in
this prospectus. Under this shelf process, we and the trusts may sell the
securities described in this prospectus in one or more offerings up to a total
initial offering price of $700,000,000.

     This prospectus provides you with a general description of the securities
we or a trust may offer. This prospectus does not contain all of the information
set forth in the registration statement as permitted by the rules and
regulations of the Commission. For additional information regarding us, the
trusts and the offered securities, please refer to the registration statement of
which this prospectus forms a part.

     Each time we or a trust sells securities, we or the trust will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" and "Incorporation of
Certain Documents by Reference."

                                        ii
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                               PAGE
                                                               ----
<S>                                                            <C>
W. R. BERKLEY CORPORATION...................................     1
THE TRUSTS..................................................     2
RISK FACTORS................................................     4
FORWARD-LOOKING STATEMENTS..................................    10
USE OF PROCEEDS.............................................    11
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
  COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS......    11
GENERAL DESCRIPTION OF THE OFFERED SECURITIES...............    12
DESCRIPTION OF OUR CAPITAL STOCK............................    12
DESCRIPTION OF THE DEPOSITARY SHARES........................    20
DESCRIPTION OF THE DEBT SECURITIES..........................    23
DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON STOCK OR
  PREFERRED STOCK...........................................    41
DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES.....    42
DESCRIPTION OF PREFERRED SECURITIES.........................    44
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES..............    55
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
  UNITS.....................................................    59
PLAN OF DISTRIBUTION........................................    60
LEGAL OPINIONS..............................................    62
EXPERTS.....................................................    62
WHERE YOU CAN FIND MORE INFORMATION.........................    62
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............    63
</Table>

                                       iii
<PAGE>

                           W. R. BERKLEY CORPORATION

OVERVIEW

     We are an insurance holding company which, through our subsidiaries,
presently operates in five segments of the property casualty insurance business:

     - specialty lines of insurance, including excess and surplus lines and
       commercial transportation;

     - alternative markets, including the management of alternative insurance
       market mechanisms;

     - reinsurance;

     - regional property casualty insurance; and

     - international.

This structure provides the flexibility to respond to local or specific market
conditions and pursue specialty business niches. It also allows us to be closer
to our customers in order to better understand their individual needs and risk
characteristics. The holding company structure allows us to capitalize on the
benefits of economies of scale through centralized capital, investment and
reinsurance management and actuarial, financial and legal staff support.

     Our specialty insurance, alternative markets and reinsurance operations are
conducted nationwide. Regional insurance operations are conducted primarily in
the Midwest, New England, Southern (excluding Florida), and Mid Atlantic regions
of the United States. Presently, international operations are conducted
primarily in Argentina and the Philippines.

     During 2001, we discontinued our regional personal lines and alternative
markets reinsurance business. These discontinued businesses, which were
previously reported in the regional and reinsurance segments, are now reported
collectively as a separate "discontinued business" segment.

RECENTLY ANNOUNCED STOCK SPLIT

     On May 16, 2002, we announced that our board of directors approved a
3-for-2 common stock split to be paid in the form of a stock dividend to holders
of record on June 17, 2002. The additional shares are expected to be issued on
July 2, 2002. Set forth in the table below are certain financial data per common
share and other share information for the periods indicated, which we have
restated to give effect to such stock split. The following financial data (1)
for the years ended December 31, 2001, 2000 and 1999 are derived from our
audited financial statements included in our annual report on Form 10-K for the
year ended December 31, 2001 and (2) for the years ended December 31, 1998 and
1997 are derived from other audited financial statements. The financial data for
the three months ended March 31, 2002 and 2001 are derived from our unaudited
financial statements included in our quarterly report on Form 10-Q for the
quarter ended March 31, 2002.

<Table>
<Caption>
                       THREE MONTHS ENDED
                            MARCH 31,                   YEAR ENDED DECEMBER 31,
                       -------------------   ---------------------------------------------
                         2002       2001      2001     2000      1999     1998      1997
                       --------   --------   ------   -------   ------   -------   -------
<S>                    <C>        <C>        <C>      <C>       <C>      <C>       <C>
Data per common
  share:
  Basic:
     Before change in
       accounting and
       extraordinary
       item..........  $  0.69    $  0.25    ($2.09)  $  0.94   ($0.90)  $  1.21   $  2.06
     Net income
       (loss)........     0.69       0.25     (2.09)     0.94    (0.96)     1.09      2.06
</Table>

                                        1
<PAGE>

<Table>
<Caption>
                       THREE MONTHS ENDED
                            MARCH 31,                   YEAR ENDED DECEMBER 31,
                       -------------------   ---------------------------------------------
                         2002       2001      2001     2000      1999     1998      1997
                       --------   --------   ------   -------   ------   -------   -------
<S>                    <C>        <C>        <C>      <C>       <C>      <C>       <C>
  Diluted:
     Before change in
       accounting and
       extraordinary
       item..........     0.66       0.24     (2.09)     0.93    (0.90)     1.17      2.01
     Net income
       (loss)........     0.66       0.24     (2.09)     0.93    (0.96)     1.06      2.01
  Stockholders'
     equity..........    18.93      19.17     18.69     17.69    15.40     19.20     19.15
  Cash dividends
     declared........     0.09       0.09      0.35      0.35     0.35      0.32      0.28
Weighted average
  shares outstanding
  (in thousands):
  Basic..............   49,914     40,424    43,709    38,448   38,735    42,291    44,255
  Diluted............   51,977     42,383    45,833    38,987   38,891    43,673    45,278
</Table>

OTHER INFORMATION

     For further information regarding us and our financial information, you
should refer to our recent filings with the Commission.

     We were incorporated in Delaware in 1970 as the successor to a New Jersey
corporation which was incorporated in 1967. Our principal executive offices are
located at 475 Steamboat Road, Greenwich, Connecticut 06830, and our telephone
number is (203) 629-3000.

                                   THE TRUSTS

     Each trust is a statutory business trust created under Delaware law
pursuant to

     - a trust agreement executed by us, as sponsor of the trust, and the
       trustees for the trust and

     - the filing of a certificate of trust with the Delaware Secretary of State
       on March 22, 2001.

     Each trust agreement will be amended and restated in its entirety
substantially in the form filed as an exhibit to the registration statement of
which this prospectus forms a part. Each restated trust agreement will be
qualified as an indenture under the Trust Indenture Act of 1939. Each trust
exists for the exclusive purposes of:

     - issuing and selling the preferred securities and common securities that
       represent undivided beneficial interests in the assets of the trust;

     - using the gross proceeds from the sale of the preferred securities and
       common securities to acquire a particular series of our subordinated debt
       securities; and

     - engaging in only those other activities necessary or incidental to the
       issuance and sale of the preferred securities and common securities and
       purchase of our subordinated debt securities.

     We will indirectly or directly own all of the common securities of each
trust. The common securities of a trust will rank equally, and payments will be
made thereon pro rata, with the preferred securities of that trust, except that,
if an event of default under the restated trust agreement resulting from an
event of default under our subordinated debt securities held by the trust has
occurred and is continuing, the rights of the holders of the common securities
to payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the preferred
securities. Unless otherwise disclosed in the applicable prospectus supplement,
we will, directly or

                                        2
<PAGE>

indirectly, acquire common securities in an aggregate liquidation amount equal
to at least 3% of the total capital of each trust. Each of the trusts is a
legally separate entity and the assets of one are not available to satisfy the
obligations of the other.

     Unless otherwise disclosed in the related prospectus supplement, each trust
has a term of approximately 55 years, but may dissolve earlier as provided in
the restated trust agreement of the trust. Unless otherwise disclosed in the
applicable prospectus supplement, each trust's business and affairs will be
conducted by the trustees appointed by us, as the direct or indirect holder of
all of the common securities. The holder of the common securities will be
entitled to appoint, remove or replace any of, or increase or reduce the number
of, the trustees of a trust. The duties and obligations of the trustees of a
trust will be governed by the restated trust agreement of the trust.

     Unless otherwise disclosed in the related prospectus supplement, two of the
trustees of each trust will be administrative trustees. The administrative
trustees will be persons who are employees or officers of or affiliated with us.
One trustee of each trust will be the property trustee. The property trustee
will be a financial institution that is not affiliated with us, that has a
minimum amount of combined capital and surplus of not less than $50,000,000 and
that will act as property trustee under the terms set forth in the applicable
prospectus supplement. The property trustee will also act as indenture trustee
for the purposes of compliance with the provisions of the Trust Indenture Act.
In addition, one trustee of each trust, which trustee will reside in or have its
principal place of business in the State of Delaware, will be the "Delaware
trustee." The Delaware trustee may be the property trustee, if it otherwise
meets the requirements of applicable law. We will pay all fees and expenses
related to each trust and the offering of preferred securities and common
securities.

     The principal executive offices for each of the trusts are located at c/o
W. R. Berkley Corporation, 475 Steamboat Road, Greenwich, Connecticut 06830. The
telephone number of each of the trusts is (203) 629-3000.

                                        3
<PAGE>

                                  RISK FACTORS

     Our business faces significant risks. The risks described below may not be
the only risks we face. Additional risks that we do not yet know of or that we
currently think are immaterial may also impair our business operations. If any
of the events or circumstances described as risks below actually occurs, our
business, results of operations or financial condition could be materially and
adversely affected. In such case, the market value of our securities could
decline and you may lose part or all of your investment. You should carefully
consider and evaluate all of the information included or incorporated in this
prospectus and any prospectus supplement relating to the offering of these
securities, including the risk factors listed below, before deciding whether to
invest in our securities.

OUR RESULTS MAY FLUCTUATE AS A RESULT OF MANY FACTORS, INCLUDING CYCLICAL
CHANGES IN THE INSURANCE AND REINSURANCE INDUSTRY.

     The results of companies in the property casualty insurance industry
historically have been subject to significant fluctuations and uncertainties.
The demand for insurance is influenced primarily by general economic conditions,
while the supply of insurance is directly related to available capacity. The
adequacy of premium rates is affected mainly by the severity and frequency of
claims, which are influenced by many factors, including natural disasters,
regulatory measures and court decisions that define and expand the extent of
coverage and the effects of economic inflation on the amount of compensation due
for injuries or losses. In addition, investment rates of return may impact
policy rates. These factors can have a significant impact on ultimate
profitability because a property casualty insurance policy is priced before its
costs are known, as premiums usually are determined long before claims are
reported. These factors could produce results that would have a negative impact
on our results of operations and financial condition.

OUR ACTUAL CLAIMS LOSSES MAY EXCEED OUR RESERVES FOR CLAIMS, WHICH MAY REQUIRE
US TO ESTABLISH ADDITIONAL RESERVES.

     We maintain loss reserves to cover our estimated liability for unpaid
losses and loss adjustment expenses, including legal and other fees as well as a
portion of our general expenses, for reported and unreported claims incurred as
of the end of each accounting period. Reserves do not represent an exact
calculation of liability. Rather, reserves represent an estimate of what we
expect the ultimate settlement and administration of claims will cost. These
estimates, which generally involve actuarial projections, are based on our
assessment of facts and circumstances then known, as well as estimates of future
trends in claims severity, frequency, judicial theories of liability and other
factors. In some cases, long-tail lines of business such as excess workers'
compensation and the workers' compensation portion of our reinsurance business
are reserved on a discounted basis. The variables described above are affected
by both internal and external events, such as changes in claims handling
procedures, inflation, judicial and litigation trends and legislative changes.

     The risk of the occurrence of such events is especially present in our
specialty and reinsurance businesses as well as our discontinued alternative
markets reinsurance business. Many of these items are not directly quantifiable
in advance. In some areas of our business, the level of reserves we establish is
dependent in part upon the actions of third parties that are beyond our control.
In our reinsurance and excess workers' compensation businesses, we may not
establish sufficient reserves if third parties do not give us advance notice or
provide us with appropriate information regarding certain matters. Additionally,
there may be a significant delay between the occurrence of the insured event and
the time it is reported to us.

     The inherent uncertainties of estimating reserves are greater for certain
types of liabilities, where the various considerations affecting these types of
claims are subject to change and long periods of time may elapse before a
definitive determination of liability is made. For example, there are greater
uncertainties involved with establishing reserves relating to the World Trade
Center attack, the Enron bankruptcy and asbestos and environmental claims.
Reserve estimates are continually refined in an ongoing process as experience
develops and further claims are reported and settled. Adjustments to reserves
are reflected in

                                        4
<PAGE>

the results of the periods in which such estimates are changed. Because setting
reserves is inherently uncertain, we cannot assure you that our current reserves
will prove adequate in light of subsequent events. Should we need to increase
our reserves, our net income for the period will decrease by a corresponding
amount.

OUR EARNINGS COULD BE MORE VOLATILE, ESPECIALLY SINCE WE HAVE INCREASED AND MAY
FURTHER INCREASE OUR LEVEL OF RETENTION IN OUR BUSINESS.

     We increased our retention levels in 2000 and 2001 due to changes in market
conditions and the pricing environment. We purchased less reinsurance, the
process by which we transfer, or cede, part of the risk we have assumed to a
reinsurance company, thereby retaining more risk. We may further increase our
retention levels in the future. As a result, our earnings could be more volatile
and increased severities are more likely to have a material adverse effect on
our results of operations and financial condition. A significant change in our
retention levels could also cause our historical financial results, including
compound annual growth rates, to be inaccurate indicators of our future
performance on a segment or consolidated basis.

AS A PROPERTY CASUALTY INSURER, WE FACE LOSSES FROM NATURAL AND MAN-MADE
CATASTROPHES.

     Property casualty insurers are subject to claims arising out of
catastrophes that may have a significant effect on their results of operations,
liquidity and financial condition. Catastrophe losses have had a significant
impact on our results. Catastrophes can be caused by various events, including
hurricanes, windstorms, earthquakes, hailstorms, explosions, severe winter
weather and fires, as well as terrorist activities. The incidence and severity
of catastrophes are inherently unpredictable. For example, during the five years
ended December 31, 2001, our losses from natural and man-made catastrophes
ranged from $33 million to $96 million. The extent of losses from a catastrophe
is a function of both the total amount of insured exposure in the area affected
by the event and the severity of the event. Most catastrophes are restricted to
small geographic areas; however, hurricanes and earthquakes may produce
significant damage in large, heavily populated areas. Catastrophes can cause
losses in a variety of our property casualty lines, and most of our past
catastrophe-related claims have resulted from severe storms. Seasonal weather
variations may affect the severity and frequency of our losses. Insurance
companies are not permitted to reserve for a catastrophe until it has occurred.
It is therefore possible that a catastrophic event or multiple catastrophic
events could produce unforeseen losses and have a material adverse effect on our
results of operations and financial condition.

WE FACE SIGNIFICANT COMPETITIVE PRESSURES IN OUR BUSINESSES, WHICH MAY REDUCE
PREMIUM RATES AND PREVENT US FROM PRICING OUR PRODUCTS AT ATTRACTIVE RATES.

     We compete with a large number of other companies in our selected lines of
business. We compete, and will continue to compete, with major U.S. and non-U.S.
insurers and reinsurers, other regional companies, as well as mutual companies,
specialty insurance companies, underwriting agencies and diversified financial
services companies. Competition in our businesses is based on many factors,
including the perceived financial strength of the company, premium charges,
other terms and conditions offered, services provided, ratings assigned by
independent rating agencies, speed of claims payment and reputation and
experience in the lines to be written.

     Some of our competitors, particularly in the reinsurance business, have
greater financial and marketing resources than we do. These competitors within
the reinsurance segment include Employers Reinsurance, Berkshire Hathaway and
American Reinsurance, which collectively comprise a majority of the property
casualty reinsurance market. We expect that perceived financial strength, in
particular, will become more important as customers seek high quality
reinsurers.

                                        5
<PAGE>

     A number of new, proposed or potential legislative or industry developments
could further increase competition in our industry. These developments include:

     - an increase in capital-raising by companies in our lines of business,
       which could result in new entrants to our markets and an excess of
       capital in the industry;

     - the enactment of the Gramm-Leach-Bliley Act of 1999, which could result
       in increased competition from new entrants to our markets;

     - the implementation of commercial lines deregulation in several states,
       which could increase competition from standard carriers for our excess
       and surplus lines of insurance business;

     - programs in which state-sponsored entities provide property insurance in
       catastrophe prone areas or other alternative markets types of coverage;
       and

     - changing practices caused by the Internet, which may lead to greater
       competition in the insurance business.

     New competition from these developments could cause the supply and/or
demand for insurance or reinsurance to change, which could affect our ability to
price our products at attractive rates and thereby adversely affect our
underwriting results.

IF MARKET CONDITIONS CAUSE REINSURANCE TO BE MORE COSTLY OR UNAVAILABLE, WE MAY
BE REQUIRED TO BEAR INCREASED RISKS OR REDUCE THE LEVEL OF OUR UNDERWRITING
COMMITMENTS.

     As part of our overall risk and capacity management strategy, we purchase
reinsurance for significant amounts of risk underwritten by our insurance
company subsidiaries, especially catastrophe risks. We also purchase reinsurance
on risks underwritten by others which we reinsure. Market conditions beyond our
control determine the availability and cost of the reinsurance protection we
purchase, which may affect the level of our business and profitability. Our
reinsurance facilities are generally subject to annual renewal. We may be unable
to maintain our current reinsurance facilities or to obtain other reinsurance
facilities in adequate amounts and at favorable rates. If we are unable to renew
our expiring facilities or to obtain new reinsurance facilities, either our net
exposures would increase or, if we are unwilling to bear an increase in net
exposures, we would have to reduce the level of our underwriting commitments,
especially catastrophe exposed risks. As a result of the attacks of September
11, 2001 and reinsurance market conditions, we anticipate further price
increases for reinsurance we purchase beginning in 2002.

WE, AS A PRIMARY INSURER, MAY NOT BE ABLE TO OBTAIN REINSURANCE COVERAGE FOR
TERRORIST ACTS.

     It is difficult to determine the full impact of the attacks of September
11, 2001 on coverage terms with respect to future acts of terrorism both on the
primary and reinsurance levels. To the extent that reinsurers are able to and do
exclude coverage for terrorist acts or price such coverage at a rate at which it
is not practical for primary insurers to obtain such coverage, primary insurers
might not be able to likewise exclude terrorist acts because of regulatory
constraints. If this does occur, we, in our capacity as a primary insurer, would
not have certain reinsurance protection and would be exposed for potential
losses as a result of any terrorist acts.

WE CANNOT GUARANTEE THAT OUR REINSURERS WILL PAY IN A TIMELY FASHION, IF AT ALL,
AND, AS A RESULT, WE COULD EXPERIENCE LOSSES.

     We purchase reinsurance by transferring part of the risk that we have
assumed, known as ceding, to a reinsurance company in exchange for part of the
premium we receive in connection with the risk. Although reinsurance makes the
reinsurer liable to us to the extent the risk is transferred or ceded to the
reinsurer, it does not relieve us, the reinsured, of our liability to our
policyholders or, in cases where we are a reinsurer, to our reinsureds. Our
reinsurers may not pay the reinsurance recoverables that they owe to us or they
may not pay such recoverables on a timely basis. Accordingly, we bear credit
risk with respect to

                                        6
<PAGE>

our reinsurers, and if our reinsurers fail to pay us, our financial results
would be adversely affected. The attacks of September 11, 2001 may affect the
financial resources of some of our reinsurers.

WE INVEST SOME OF OUR ASSETS IN ALTERNATIVE INVESTMENTS, WHICH IS SUBJECT TO
CERTAIN RISKS.

     We invest a portion of our investment portfolio in alternative investments
which is primarily merger arbitrage. As of March 31, 2002, our investment in
merger arbitrage securities represented approximately 13% of our total
investment portfolio. Merger arbitrage is the business of investing in the
securities of publicly held companies which are the targets in announced tender
offers and mergers. Merger arbitrage differs from other types of investments in
its focus on transactions and events believed likely to bring about a change in
value over a relatively short time period, usually four months or less. While
our merger arbitrage positions are generally hedged against market declines,
these equity investments are exposed primarily to the risk associated with the
completion of announced deals, which are subject to regulatory as well as
political and other risks. As a result of the reduced activity in the merger and
acquisitions area, we may not be able achieve the returns that we have enjoyed
in the past. Alternative investments also include investments in high-yield
bonds and real estate investment trusts.

A SIGNIFICANT AMOUNT OF OUR ASSETS IS INVESTED IN FIXED INCOME SECURITIES AND IS
SUBJECT TO MARKET FLUCTUATIONS.

     Our investment portfolio consists substantially of fixed income securities.
The fair market value of these assets and the investment income from these
assets fluctuate depending on general economic and market conditions. With
respect to our investments in fixed income securities, the fair market value of
these investments generally increases or decreases in an inverse relationship
with fluctuations in interest rates, while net investment income realized by us
from future investments in fixed income securities will generally increase or
decrease with interest rates. In addition, actual net investment income and/or
cash flows from investments that carry prepayment risk, such as mortgage-backed
and other asset-backed securities, may differ from those anticipated at the time
of investment as a result of interest rate fluctuations. Because substantially
all of our fixed income securities are classified as available for sale, changes
in the market value of our securities are reflected in our balance sheet.
Similar treatment is not available for liabilities. Therefore, interest rate
fluctuations affect the value of our investments and could adversely affect our
results of operations and financial condition.

OUR OPERATIONS IN ARGENTINA AND THE PHILIPPINES EXPOSE US TO INVESTMENT,
POLITICAL AND ECONOMIC RISKS.

     Our operations in Argentina and the Philippines expose us to investment,
political and economic risks, including foreign currency and credit risk.
Changes in the exchange rate between the U.S. dollar and either the Argentine or
Philippine peso could have an adverse effect on our results of operations and
financial condition. During 2001, Argentina experienced substantial political
and economic problems, including high unemployment, increasing fiscal deficits
and declining central bank reserves. The government responded to these problems
by converting certain public bonds into guaranteed loans with longer maturities
and lower interest rates, abandoning the fixed dollar-to-peso exchange rate and
imposing various currency restrictions. It is likely that there will be further
changes to Argentine economic and monetary policies in 2002. These changes may
result in further impairment in value of Argentine bonds, a decline in
investment income as a result of lower interest on bonds, and the surrender of
all or substantially all life insurance policies-in-force.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION, WHICH INCREASES OUR COSTS
AND COULD RESTRICT THE CONDUCT OF OUR BUSINESS.

     We are subject to extensive governmental regulation and supervision. Most
insurance regulations are designed to protect the interests of policyholders
rather than stockholders and other investors. This system

                                        7
<PAGE>

of regulation, generally administered by a department of insurance in each state
in which we do business, relates to, among other things:

     - standards of solvency, including risk-based capital measurements;

     - restrictions on the nature, quality and concentration of investments;

     - requiring certain methods of accounting;

     - requiring reserves for unearned premium, losses and other purposes; and

     - potential assessments for the provision of funds necessary for the
       settlement of covered claims under certain policies provided by impaired,
       insolvent or failed insurance companies.

     State insurance departments conduct periodic examinations of the affairs of
insurance companies and require the filing of annual and other reports relating
to the financial condition of insurance companies, holding company issues and
other matters. Recently adopted federal financial services modernization
legislation is expected to lead to additional federal regulation of the
insurance industry in the coming years. Also, foreign governments regulate our
international operations.

     We may be unable to maintain all required licenses and approvals and our
business may not fully comply with the wide variety of applicable laws and
regulations or the relevant authority's interpretation of the laws and
regulations. Also, some regulatory authorities have relatively broad discretion
to grant, renew or revoke licenses and approvals. If we do not have the
requisite licenses and approvals or do not comply with applicable regulatory
requirements, the insurance regulatory authorities could preclude or temporarily
suspend us from carrying on some or all of our activities or monetarily penalize
us. Also, changes in the level of regulation of the insurance industry, whether
federal, state or foreign, or changes in laws or regulations themselves or
interpretations by regulatory authorities, restrict the conduct of our business.

     The growing number of insolvencies in the insurance industry increases the
possibility that we will be assessed pursuant to various state guaranty fund
requirements. We cannot predict the outcome of proposed federal legislation on
insurance coverage for terrorism, including the possibility that we may be
required to contribute to a pool based on certain criteria, and the legal and
financial effects that such legislation might have on us and the property
casualty industry.

WE ARE RATED BY A.M. BEST AND STANDARD & POOR'S, AND A DECLINE IN THESE RATINGS
COULD AFFECT OUR STANDING IN THE INSURANCE INDUSTRY AND CAUSE OUR SALES AND
EARNINGS TO DECREASE.

     Ratings have become an increasingly important factor in establishing the
competitive position of insurance companies. Our insurance company subsidiaries
are rated by A.M. Best, and certain of our insurance company subsidiaries are
rated for their claims-paying ability by Standard & Poor's Corporation, or
Standard & Poor's. A.M. Best and Standard & Poor's ratings reflect their
opinions of an insurance company's financial strength, operating performance,
strategic position and ability to meet its obligations to policyholders, are not
evaluations directed to investors and are not recommendations to buy, sell or
hold our securities. Our ratings are subject to periodic review by A.M. Best and
Standard & Poor's, and we cannot assure you that we will be able to retain those
ratings. Our A.M. Best rating is A+ (Superior) for Admiral Insurance Company and
A (Excellent) for our other insurance companies rated by A. M. Best. The
Standard & Poor's financial strength rating for our insurance subsidiaries is
A+/negative. If our ratings are reduced from their current levels by A.M. Best
and/or Standard & Poor's, our competitive position in the insurance industry
could suffer and it would be more difficult for us to market our products. A
significant downgrade could result in a substantial loss of business as
policyholders move to other companies with higher claims-paying and financial
strength ratings.

WE ARE AN INSURANCE HOLDING COMPANY AND, THEREFORE, MAY NOT BE ABLE TO RECEIVE
DIVIDENDS IN NEEDED AMOUNTS.

     Our principal assets are the shares of capital stock of our insurance
company subsidiaries. We have to rely on dividends from our insurance company
subsidiaries to meet our obligations for paying principal and

                                        8
<PAGE>

interest on outstanding debt obligations and for paying dividends to
stockholders and corporate expenses. The payment of dividends by our insurance
company subsidiaries is subject to regulatory restrictions and will depend on
the surplus and future earnings of these subsidiaries, as well as the regulatory
restrictions. As a result, we may not be able to receive dividends from these
subsidiaries at times and in amounts necessary to meet our obligations or pay
dividends.

WE MAY NOT FIND SUITABLE ACQUISITION CANDIDATES OR NEW INSURANCE VENTURES AND
EVEN IF WE DO, WE MAY NOT SUCCESSFULLY INTEGRATE ANY SUCH ACQUIRED COMPANIES OR
SUCCESSFULLY INVEST IN SUCH VENTURES.

     As part of our present strategy, we continue to evaluate possible
acquisition transactions and the start-up of complementary businesses on an
ongoing basis, and at any given time, we may be engaged in discussions with
respect to possible acquisitions and new ventures. We cannot assure you that we
will be able to identify suitable acquisition transactions or insurance
ventures, that such transactions will be financed and completed on acceptable
terms or that our future acquisitions or ventures will be successful. The
process of integrating any companies we do acquire or investing in new ventures
may have a material adverse effect on our results of operations and financial
condition.

WE MAY BE UNABLE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES.

     We depend on our ability to attract and retain experienced underwriting
talent and other skilled employees who are knowledgeable about our business. If
the quality of our underwriting team and other personnel decreases, we may be
unable to maintain our current competitive position in the specialized markets
in which we operate, and be unable to expand our operations into new markets.

                                        9
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     This prospectus and those documents incorporated by reference may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Some of the forward-looking statements can be
identified by the use of forward-looking words such as "believes", "expects",
"potential", "continued", "may", "will", "should", "seeks", "approximately",
"predicts", "intends", "plans", "estimates", "anticipates" or the negative
version of those words or other comparable words. Any forward-looking statements
contained or incorporated by reference in this prospectus, including statements
related to our outlook for the industry and for our performance for the year
2002 and beyond, are based upon our historical performance and on current plans,
estimates and expectations. The inclusion of this forward-looking information
should not be regarded as a representation by us that the future plans,
estimates or expectations contemplated by us will be achieved. They are subject
to various risks and uncertainties, including but not limited to:

     - the cyclical nature of the property casualty industry;

     - the long-tail and potentially volatile nature of the reinsurance
       business;

     - product demand and pricing;

     - claims development and the process of estimating reserves;

     - the uncertain nature of damage theories and loss amounts;

     - the increased level of our retention;

     - natural and man-made catastrophic losses, including as a result of
       terrorist activities;

     - the impact of competition;

     - the availability of reinsurance;

     - uncertainty as to reinsurance coverage for terrorist acts;

     - the ability of our reinsurers to pay reinsurance recoverables owed to us;

     - investment results, including those of our merge arbitrage and other
       alternative investments;

     - exchange rate and political risks relating to our international
       operations;

     - legislative and regulatory developments;

     - changes in the ratings assigned to us by rating agencies;

     - availability of dividends from our insurance company subsidiaries;

     - our ability to successfully acquire and integrate companies and invest in
       new insurance ventures;

     - our ability to attract and retain qualified employees; and

     - other risks detailed from time to time in our filings with the Securities
       and Exchange Commission.

     We describe these risks and uncertainties in greater detail above under the
caption "Risk Factors." These risks and uncertainties could cause our actual
results for the year 2002 and beyond to differ materially from those expressed
in any forward-looking statement we make. Any projections of growth in our net
premiums written and management fees would not necessarily result in
commensurate levels of underwriting and operating profits. Our future financial
performance is dependent upon factors discussed elsewhere in this prospectus,
any related prospectus supplement and the documents incorporated by reference in
this prospectus. Forward-looking statements speak only as of the date on which
they are made. For a discussion of factors that could cause actual results to
differ, see "Risk Factors" above and the information contained in our publicly
available filings with the Commission. These filings are described below under
the captions "Where You Can Find More Information" and "Incorporation of Certain
Documents by Reference."

                                        10
<PAGE>

                                USE OF PROCEEDS

     Unless the applicable prospectus supplement states otherwise, we will use
the net proceeds from the sale of the offered securities for working capital,
capital expenditures, acquisitions and other general corporate purposes. Each
trust will invest all proceeds received from the sale of its preferred
securities and common securities in a particular series of our subordinated debt
securities. Until we use the net proceeds in the manner described above, we may
temporarily use them to make short-term investments or reduce short-term
borrowings.

            RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
            TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     The following table shows our ratio of earnings to fixed charges and our
ratio of earnings to combined fixed charges and preferred stock dividends for
the periods indicated.

     For purposes of the computation of ratio of earnings to fixed charges and
ratio of earnings to combined fixed charges and preferred stock dividends,
earnings consist of income before income taxes, preferred dividends, change in
accounting and extraordinary items plus fixed charges. Fixed charges consist of
interest expense, capitalized interest, amortization of financing costs and
one-third of minimum rental payments under operating leases. For 2001 and 1999,
our earnings under the above definition were negative.

<Table>
<Caption>
                                                 THREE MONTHS
                                                    ENDED
                                                  MARCH 31,         YEAR ENDED DECEMBER 31,
                                                 ------------   --------------------------------
                                                     2002       2001   2000   1999   1998   1997
                                                 ------------   ----   ----   ----   ----   ----
<S>                                              <C>            <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Fixed Charges.............      5.0        N/A    1.7    N/A    2.2    3.4
Ratio of Earnings to Combined Fixed Charges and
  Preferred Stock Dividends....................      5.0        N/A    1.7    N/A    1.9    2.9
</Table>

     The trusts had no operations during the periods set forth above.

                                        11
<PAGE>

                 GENERAL DESCRIPTION OF THE OFFERED SECURITIES

     We may from time to time offer under this prospectus, separately or
together:

     - common stock,

     - preferred stock, which may be represented by depositary shares as
       described below,

     - unsecured senior or subordinated debt securities,

     - warrants to purchase common stock,

     - warrants to purchase preferred stock,

     - warrants to purchase debt securities,

     - stock purchase contracts to purchase common stock, and

     - stock purchase units, each representing ownership of a stock purchase
       contract and, as security for the holder's obligation to purchase common
       stock under the stock purchase contract, any of

      (1) our debt securities,

      (2) U.S. Treasury securities or

      (3) preferred securities of a trust.

     Each trust may offer preferred securities representing undivided beneficial
interests in its assets, which will be fully and unconditionally guaranteed to
the extent described in this prospectus by us.

     The aggregate initial offering price of the offered securities will not
exceed $700,000,000.

                        DESCRIPTION OF OUR CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

     Pursuant to our Restated Certificate of Incorporation, our authorized
capital stock is 85,000,000 shares, consisting of:

     - 5,000,000 shares of preferred stock, par value $.10 per share, of which
       40,000 shares were designated as Series A Junior Participating Preferred
       Stock; and

     - 80,000,000 shares of common stock, par value $.20 per share.

     As of May 1, 2002, we had 33,411,430 outstanding shares of common stock,
which excludes unissued shares reserved under various employee compensation
plans and shares held by certain of our subsidiaries. On May 16, 2002, we
announced that our board of directors approved a 3-for-2 common stock split to
be paid in the form of a stock dividend to holders of record on June 17, 2002.
The additional shares are expected to be issued on July 2, 2002. In addition,
holders of common stock have received a right, entitling them, when such right
becomes exercisable, to purchase shares of Series A Junior Participating
Preferred Stock in certain circumstances. See "-- Rights Agreement." No shares
of preferred stock are currently outstanding.

     No holders of any class of our capital stock are entitled to preemptive
rights.

     In general, the classes of authorized capital stock are afforded
preferences with respect to dividends and liquidation rights in the order listed
above. Our board of directors is empowered, without approval of our
stockholders, to cause the preferred stock to be issued in one or more series,
with the numbers of shares of each series and the rights, preferences and
limitations of each series to be determined by it. The specific matters that may
be determined by our board of directors include the dividend rights, voting
rights, redemption rights, liquidation preferences, if any, conversion and
exchange rights, retirement and sinking fund provisions and other rights,
qualifications, limitations and restrictions of any wholly unissued

                                        12
<PAGE>

series of preferred stock, the number of shares constituting that series and the
terms and conditions of the issue of the shares.

     The following is a summary of certain provisions of our Restated
Certificate of Incorporation and our By-laws. Because this summary is not
complete, you should refer to our Restated Certificate of Incorporation and our
By-laws for complete information regarding the provisions of our Restated
Certificate of Incorporation and our By-laws, including the definitions of some
of the terms used below. Copies of our Restated Certificate of Incorporation and
our By-laws are incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part. Whenever particular sections or
defined terms of our Restated Certificate of Incorporation and our By-laws are
referred to, such sections or defined terms are incorporated herein by
reference, and the statement in connection with which such reference is made is
qualified in its entirety by such reference.

COMMON STOCK

     Subject to any preferential rights of any preferred stock created by our
board of directors, each outstanding share of our common stock is entitled to
such dividends as our board of directors may declare from time to time out of
funds that we can legally use to pay dividends. The holders of common stock
possess exclusive voting rights, except to the extent our board of directors
specifies voting power with respect to any preferred stock that is issued.

     Each holder of our common stock is entitled to one vote for each share of
common stock and does not have any right to cumulate votes in the election of
directors. In the event of liquidation, dissolution or winding-up of W. R.
Berkley, holders of our common stock will be entitled to receive on a pro-rata
basis any assets remaining after provision for payment of creditors and after
payment of any liquidation preferences to holders of preferred stock.

     The transfer agent and registrar for our common stock is Mellon Investor
Services LLC.

     Our common stock is listed on the New York Stock Exchange under the symbol
"BER". The shares of common stock currently issued and outstanding are fully
paid and nonassessable. Our shares of common stock offered by a prospectus
supplement, upon issuance against full consideration, will be fully paid and
nonassessable. A more detailed description of our common stock is set forth in
our registration statement filed under the Exchange Act on Form 8-A/A on May 1,
2001, including any further amendment or report for the purpose of updating such
description.

PREFERRED STOCK

     The particular terms of any series of preferred stock will be set forth in
the prospectus supplement relating to the offering.

     The rights, preferences, privileges and restrictions, including dividend
rights, voting rights, terms of redemption, retirement and sinking fund
provisions and liquidation preferences, if any, of the preferred stock of each
series will be fixed or designated pursuant to a certificate of designation
adopted by our board of directors or a duly authorized committee of our board of
directors. The terms, if any, on which shares of any series of preferred stock
are convertible or exchangeable into common stock will also be set forth in the
prospectus supplement relating to the offering. These terms may include
provisions for conversion or exchange, either mandatory, at the option of the
holder, or at our option, in which case the number of shares of common stock to
be received by the holders of preferred stock would be calculated as of a time
and in the manner stated in the applicable prospectus supplement. The
description of the terms of a particular series of preferred stock that will be
set forth in the applicable prospectus supplement does not purport to be
complete and is qualified in its entirety by reference to the certificate of
designation relating to the series.

     On May 11, 1999, our board of directors declared a dividend of rights to
holders of record of our common stock outstanding as of the close of business on
May 21, 1999. When such rights become

                                        13
<PAGE>

exercisable, holders of such rights shall be entitled to purchase shares of
Series A Junior Participating Preferred Stock in certain circumstances pursuant
to the rights agreement. See "-- Rights Agreement."

PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

     Provisions of our Restated Certificate of Incorporation and By-laws may
delay or make more difficult unsolicited acquisitions or changes of our control.
We believe that these provisions will enable us to develop our business in a
manner that will foster long-term growth without disruption caused by the threat
of a takeover not thought by our board of directors to be in our best interests
and the best interests of our stockholders.

     Those provisions could have the effect of discouraging third parties from
making proposals involving an unsolicited acquisition or change of control of W.
R. Berkley, although the proposals, if made, might be considered desirable by a
majority of our stockholders. Those provisions may also have the effect of
making it more difficult for third parties to cause the replacement of our
current management without the concurrence of our board of directors.

     These provisions include:

     - the establishment of a classified board of directors and the ability of
       our board to increase its size and to appoint directors to fill newly
       created directorships;

     - the requirement that 80% of our stockholders entitled to vote in the
       election of directors approve certain transactions between us and certain
       of our stockholders, including the merger of W. R. Berkley into such
       certain stockholder, our disposition of substantial assets to such
       certain stockholder or our exchange of voting securities with such
       certain stockholder for the sale or lease to us of securities or assets
       of such certain stockholder;

     - the need for advance notice in order to raise business or make
       nominations at stockholders' meetings; and

     - the availability of capital stock for issuance from time to time at the
       discretion of our board of directors (see "-- Authorized and Outstanding
       Capital Stock" and "-- Preferred Stock").

See "-- Rights Agreement," "-- Restrictions on Ownership Under Insurance Laws,"
and "-- Delaware General Corporation Law" for other provisions applicable to us
that may discourage takeovers.

  CLASSIFIED BOARD OF DIRECTORS; NUMBER OF DIRECTORS; FILLING OF VACANCIES

     Our Restated Certificate of Incorporation and By-laws provide for a board
of directors divided into three classes, with one class being elected each year
to serve for a three-year term. As a result, at least two annual meetings of
stockholders may be required for stockholders to change a majority of our board
of directors. Our Restated Certificate of Incorporation and By-laws also provide
that newly created directorships resulting from any increase in the authorized
number of up to 15 directors, or any vacancy, may be filled by a vote of a
majority of directors then in office. Accordingly, our board of directors may be
able to prevent any stockholder from obtaining majority representation on the
board of directors by increasing the size of the board and filling the newly
created directorships with its own nominees.

  STOCKHOLDER APPROVAL OF CERTAIN TRANSACTIONS EFFECTING A CHANGE OF CONTROL

     The affirmative vote or consent of 80% of our stockholders entitled to vote
in the election of directors is required to authorize any of the following
transactions:

     - our merger or consolidation into any other corporation; or

     - the sale, lease, exchange, mortgage or other disposition of all or any
       substantial part of our assets to any other corporation, person or other
       entity; or

                                        14
<PAGE>

     - the sale or lease by any other corporation, person or entity to us or any
       of our subsidiaries of any securities or assets, except assets having an
       aggregate fair market value of less than $4,000,000, in exchange for our
       or any of our subsidiaries' voting securities, including securities
       convertible into voting securities or options and warrants or rights to
       purchase voting securities

if such corporation, person or entity is, or has been at any time within the
preceding two years, the beneficial owner of 5% or more of the outstanding
shares of our stock entitled to vote in the elections of directors.

  ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS

     Our By-laws establish an advance notice procedure for stockholder proposals
to be brought before an annual or special meeting of stockholders and for
nominations by stockholders of candidates for election as directors at an annual
or special meeting at which directors are to be elected. Only such business may
be conducted at a special meeting of stockholders as has been specified in our
notice to stockholders of such meeting, which notice will be given not less than
10 nor more than 60 days before the date of the meeting. Only such business may
be conducted at an annual meeting of stockholders as has been brought before the
meeting by, or at the direction of, the board of directors, or by a stockholder
who has given to the secretary of W. R. Berkley timely written notice, in proper
form, of the stockholder's intention to bring that business before the meeting.
The Chairman of the meeting will have the authority to make these
determinations. Only persons who are nominated by, or at the direction of, the
board of directors, or who are nominated by a stockholder who has given timely
written notice, in proper form, to the secretary prior to a meeting at which
directors are to be elected will be eligible for election as directors.

     To be timely, notice of business to be brought before an annual meeting or
nominations of candidates for election as directors at an annual meeting is
required to be received by the secretary of W. R. Berkley not less than 60 days
nor more than 90 days in advance of the anniversary date of the immediately
preceding annual meeting. In the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the ninetieth day prior to such annual meeting and not later
than the close of business on the later of the sixtieth day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made.

     Similarly, notice of nominations to be brought before a special meeting of
stockholders for the election of directors is required to be delivered to the
secretary not earlier than the ninetieth day prior to such special meeting and
not later than the close of business on the later of the sixtieth day prior to
such special meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made.

     The notice of any nomination for election as a director is required to set
forth:

     - as to each person whom the stockholder proposes to nominate for election
       or reelection as a director, all information relating to such person that
       is required to be disclosed in solicitations of proxies for election of
       directors, or is otherwise required, in each case pursuant to Regulation
       14A under the Exchange Act, or any successor rule or regulation; and

     - as to the stockholder giving the notice and the beneficial owner, if any,
       on whose behalf the nomination is made

      (1) the name and address of such stockholder, as they appear on our books,
          and of such beneficial owner and

      (2) the class and number of our shares which are owned beneficially and of
          record by such stockholder and such beneficial owner.

                                        15
<PAGE>

RIGHTS AGREEMENT

  W. R. BERKLEY CORPORATION RIGHTS

     On May 11, 1999, our board of directors declared a dividend of one
preferred share purchase right for each share of common stock outstanding as of
the close of business on May 21, 1999, with respect to common stock issued after
that date until the distribution date, as defined below and, in certain
circumstances, with respect to common stock issued after the distribution date.

     Each right, when it becomes exercisable, entitles the registered holder to
purchase from us a unit consisting of one one-thousandth (1/1000th) of a share
of Series A Junior Participating Preferred Stock, par value $.10 per share, at a
purchase price of $120 per unit, subject to adjustment in specific
circumstances.

     Each right is subject to redemption at a price of $.01 per right. The
description and terms of the rights are set forth in the rights agreement, dated
as of May 11, 1999, between us and ChaseMellon Shareholder Services, L.L.C., as
rights agent. The rights will not be exercisable until the distribution date and
will expire at the close of business on May 11, 2009, unless earlier redeemed by
us as described below. Until a right is exercised, the holder of the right, as
such, will have no rights as a stockholder of W. R. Berkley including, without
limitation, the right to vote or to receive dividends with respect to the rights
or the Series A Junior Participating Preferred Stock relating to the right. A
copy of the rights agreement has been filed as an exhibit to the registration
statement that includes this prospectus. The description set forth below does
not purport to be complete and is qualified in its entirety by reference to the
rights agreement. A more detailed description of our Series A Junior
Participating Preferred Stock is set forth in our registration statement filed
under the Exchange Act on Form 8-A on May 11, 1999, as amended on May 1, 2001,
including any further amendment or report for the purpose of updating such
description.

  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     Each share of Series A Junior Participating Preferred Stock is entitled to
a minimum preferential quarterly dividend payment of $10 per share but is
entitled to an aggregate dividend of 1,000 times the dividend declared per share
of common stock. In the event of liquidation, the holders of the Series A Junior
Participating Preferred Stock will be entitled to a minimum preferential
liquidation payment of $10 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared. Each holder will
be entitled to an aggregate payment, after certain payments to the holders of
our common stock, of 1,000 times the payment made per share of common stock.
Each share of Series A Junior Participating Preferred Stock will have 1,000
votes, voting together with our common stock. In the event of any merger,
consolidation or other transaction in which common stock is exchanged, each
share of Series A Junior Participating Preferred Stock will be entitled to
receive 1,000 times the amount received per share of our common stock. The
Series A Junior Participating Preferred Stock is not redeemable.

     Because of the nature of the Series A Junior Participating Preferred
Stock's dividend, liquidation and voting rights, the value of the one
one-thousandth interest in a share of Series A Junior Participating Preferred
Stock purchasable upon exercise of each right should approximate the value of
one share of our common stock.

  DISTRIBUTION DATE

     Under the rights agreement, the distribution date is the earlier of:

     - ten days, or such later date as determined by our board of directors,
       following the "stock acquisition date." The stock acquisition date is the
       date of public announcement that a person or group of affiliated or
       associated persons, other than an "exempted person," has become an
       "acquiring person" by acquiring beneficial ownership of 15% or more of
       the outstanding shares of our common stock, or 25% in the case of William
       R. Berkley and his affiliates and associates and 21% in the case of
       Franklin Resources, Inc. and its affiliates and associates, and

                                        16
<PAGE>

     - ten business days, or such later date as determined by our board of
       directors, following the commencement of a tender offer or exchange offer
       that would result in a person or group becoming an acquiring person.

     An exempted person includes us and any of our subsidiaries, any of our
employee benefit plans and our subsidiaries' employee benefit plans and any
person or entity organized, appointed or established by us for or pursuant to
the terms of any such plan.

  EVIDENCE OF RIGHTS

     Until the distribution date, the rights will be evidenced by the
certificates for common stock registered in the names of the holders thereof
rather than separate right certificates. Therefore, on and after the issuance
date and until the distribution date, the rights will be transferred with and
only with the common stock and each transfer of common stock also will transfer
the associated rights. As soon as practicable following the distribution date,
separate certificates evidencing the rights will be mailed to holders of record
of the common stock as of the close of business on the distribution date, and
such separate certificates alone will thereafter evidence the rights.

  ADJUSTMENTS

     The purchase price payable, and the number of units of Series A Junior
Participating Preferred Stock or other securities or property issuable, upon
exercise of the rights are subject to adjustment from time to time to prevent
dilution

     - in the event of a stock dividend on, or a subdivision, combination or
       reclassification of, the Series A Junior Participating Preferred Stock;

     - if holders of the Series A Junior Participating Preferred Stock are
       granted certain rights or warrants to subscribe for Series A Junior
       Participating Preferred Stock or convertible securities at less than the
       current market price of the Series A Junior Participating Preferred
       Stock; or

     - upon the distribution to holders of the Series A Junior Participating
       Preferred Stock of evidences of indebtedness or assets, excluding regular
       quarterly cash dividends, or of subscription rights or warrants, other
       than those referred to above.

     With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. No fractional units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Series A Junior Participating
Preferred Stock on the last trading date prior to the date of exercise.

  TRIGGERING EVENT AND EFFECT OF TRIGGERING EVENT

     In the event that any person becomes an acquiring person, except pursuant
to an offer for all outstanding shares of our common stock at a price and on
terms determined to be fair to, and in the best interests of, the stockholders
by our board of directors, each holder of a right will have the right to
receive, upon exercise, common stock, or, in certain circumstances, cash,
property or other securities of W. R. Berkley, having a value equal to two times
the exercise price of the right. Notwithstanding the foregoing, following the
occurrence of the event set forth in this paragraph, all rights that are or were
beneficially owned by an acquiring person will be null and void and
nontransferable and any holder of any such right will be unable to exercise or
transfer any such right. However, rights are not exercisable following the
occurrence of any of the events set forth above until such time as the rights
are no longer redeemable by us as set forth below.

     In the event that, at any time following the stock acquisition date
referred to above,

     - we are acquired in a merger or other business combination transaction in
       which we are not the surviving corporation, other than a merger which
       follows an offer for all outstanding shares of our

                                        17
<PAGE>

       common stock at a price and on terms determined to be fair to, and in the
       best interests of, the stockholders by our board of directors, or

     - 50% or more of our assets or earning power is sold, mortgaged or
       transferred,

each holder of a right, except rights which previously have been voided as set
forth below, shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the right.

  REDEMPTION

     At any time until ten days, or such later date as determined by our board
of directors, following the stock acquisition date, we may redeem the rights in
whole, but not in part, at a price of $.01 per right, payable in cash, common
stock or any other form of consideration deemed appropriate by our board of
directors. Immediately upon the action of our board of directors ordering
redemption of the rights, the rights will terminate and the only right of the
holders of rights will be to receive such redemption price.

  AMENDMENT

     Prior to the distribution date and subject to the last sentence of this
paragraph, we may by resolution of our board of directors and the rights agent
shall, if we so direct, supplement or amend any provision of the rights
agreement without the approval of any holders of certificates representing
shares of common stock. From and after the distribution date and subject to the
last sentence of this paragraph, we may by resolution of our board of directors
and the rights agent shall, if we so direct, supplement or amend the rights
agreement without the approval of any holders of rights certificates in order

     - to cure any ambiguity or to correct or supplement any provision contained
       in the rights agreement which may be defective or inconsistent with any
       other provision of the rights agreement, or

     - to shorten or lengthen any time period under the rights agreement or to
       change or supplement any other provision contained in the rights
       agreement which we may deem necessary or desirable and which shall not
       adversely affect the interests of the holders of right certificates,
       other than an acquiring person or an affiliate or associate of an
       acquiring person;

provided, however, that the rights agreement may not be supplemented or amended
to lengthen

     - a time period relating to when the rights may be redeemed at such time as
       the rights are not then redeemable, or

     - any other time period unless such lengthening is for the purpose of
       protecting, enhancing or clarifying the rights of, and/or the benefits
       to, the holders of rights.

Notwithstanding anything contained in the rights agreement to the contrary, no
supplement or amendment shall be made which changes the redemption price, the
final expiration date of the rights (May 11, 2009), the purchase price or the
number of one one-thousandths of a share of Series A Junior Participating
Preferred Stock for which a right is exercisable.

  CERTAIN EFFECTS OF THE RIGHTS AGREEMENT

     The rights agreement is designed to protect our stockholders in the event
of unsolicited offers to acquire us and other coercive takeover tactics which,
in the opinion of our board of directors, could impair our ability to represent
stockholder interests. The provisions of the rights agreement may render an
unsolicited takeover more difficult or less likely to occur or might prevent
such a takeover, even though that takeover may offer our stockholders the
opportunity to sell their stock at a price above the prevailing market rate and
may be favored by a majority of our stockholders. The rights will cause
substantial dilution to a person or group that attempts to acquire us without
conditioning the offer on a substantial number of rights being acquired. The
rights should not interfere with any merger or other business combination
approved by our board of directors since our board of directors may, at its
option, at any time

                                        18
<PAGE>

until ten days, or such later date as may be determined by action of our board
of directors, following the stock acquisition date redeem all but not less than
all the then outstanding rights at the redemption price.

RESTRICTIONS ON OWNERSHIP UNDER INSURANCE LAWS

     Although our Restated Certificate of Incorporation and By-laws do not
contain any provision restricting ownership as a result of the application of
various state insurance laws, these laws will be a significant deterrent to any
person interested in acquiring our control. The insurance holding company laws
of each of the jurisdictions in which our insurance subsidiaries are
incorporated or commercially domiciled, as well as state corporation laws,
govern any acquisition of control of our insurance subsidiaries or of us. In
general, these laws provide that no person or entity may directly or indirectly
acquire control of an insurance company unless that person or entity has
received the prior approval of the insurance regulatory authorities. An
acquisition of control would be presumed in the case of any person or entity who
purchases 10% or more of our outstanding common stock, or 5% or more, in the
case of the Florida insurance holding company laws, unless the applicable
insurance regulatory authorities determine otherwise.

DELAWARE GENERAL CORPORATION LAW

     The terms of Section 203 of the Delaware General Corporation Law apply to
us since we are a Delaware corporation. Pursuant to Section 203, with certain
exceptions, a Delaware corporation may not engage in any of a broad range of
business combinations, such as mergers, consolidations and sales of assets, with
an "interested stockholder," as defined below, for a period of three years from
the date that such person became an interested stockholder unless:

     - the transaction that results in a person's becoming an interested
       stockholder or the business combination is approved by the board of
       directors of the corporation before the person becomes an interested
       stockholder;

     - upon consummation of the transaction which results in the stockholder
       becoming an interested stockholder, the interested stockholder owns 85%
       or more of the voting stock of the corporation outstanding at the time
       the transaction commenced, excluding shares owned by persons who are
       directors and also officers and shares owned by certain employee stock
       plans; or

     - on or after the time the person becomes an interested stockholder, the
       business combination is approved by the corporation's board of directors
       and by holders of at least two-thirds of the corporation's outstanding
       voting stock, excluding shares owned by the interested stockholder, at a
       meeting of stockholders.

     Under Section 203, an "interested stockholder" is defined as any person,
other than the corporation and any direct or indirect majority-owned subsidiary,
that is:

     - the owner of 15% or more of the outstanding voting stock of the
       corporation or

     - an affiliate or associate of the corporation and was the owner of 15% or
       more of the outstanding voting stock of the corporation at any time
       within the three-year period immediately prior to the date on which it is
       sought to be determined whether such person is an interested stockholder.

     Section 203 does not apply to a corporation that so provides in an
amendment to its certificate of incorporation or by-laws passed by a majority of
its outstanding shares at any time. Such stockholder action does not become
effective for 12 months following its adoption and would not apply to persons
who were already interested stockholders at the time of the amendment. Our
Restated Certificate of Incorporation does not exclude us from the restrictions
imposed under Section 203.

     Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. The provisions of Section 203 may encourage companies interested in
acquiring us to negotiate in advance with our board of directors, because the
stockholder approval requirement would be avoided if a majority

                                        19
<PAGE>

of the directors then in office approve either the business combination or the
transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our
management. It is further possible that such provisions could make it more
difficult to accomplish transactions that stockholders may otherwise deem to be
in their best interest.

                      DESCRIPTION OF THE DEPOSITARY SHARES

GENERAL

     We may, at our option, elect to offer depositary shares, each representing
a fraction of a share of a particular series of preferred stock, as described
below. In the event we elect to do so, depositary receipts evidencing depositary
shares will be issued to the public.

     The shares of any class or series of preferred stock represented by
depositary shares will be deposited under a deposit agreement among us, a
depositary selected by us and the holders of the depositary receipts. The
depositary will be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of
preferred stock represented by such depositary share, to all the rights and
preferences of the preferred stock represented thereby, including dividend,
voting, redemption and liquidation rights.

     The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related class or series of
preferred stock in accordance with the terms of the offering described in the
related prospectus supplement. Copies of the forms of deposit agreement and
depositary receipt are filed as exhibits to the registration statement of which
this prospectus forms a part, and the following summary is qualified in its
entirety by reference to such exhibits.

     Pending the preparation of definitive depositary receipts, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to, and entitling the holders thereof to all the rights pertaining to,
the definitive depositary receipts but not in definitive form. Definitive
depositary receipts will be prepared thereafter without unreasonable delay, and
temporary depositary receipts will be exchangeable for definitive depositary
receipts without charge to the holder thereof.

DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other distributions
received in respect of the related class or series of preferred stock to the
record holders of depositary shares relating to such class or series of
preferred stock in proportion to the number of such depositary shares owned by
such holders.

     In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto, unless the depositary determines that it is not feasible to
make such distribution, in which case the depositary may, with our approval,
sell such property and distribute the net proceeds from such sale to such
holders.

WITHDRAWAL OF SHARES

     Upon surrender of the depositary receipts at the corporate trust office of
the depositary, unless the related depositary shares have previously been called
for redemption, the holder of the depositary shares evidenced thereby is
entitled to delivery of the number of whole shares of the related class or
series of preferred stock and any money or other property represented by such
depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related class or series of preferred stock on the basis set
forth in the prospectus supplement for such class or series of preferred stock,
but holders of such whole shares of preferred stock will not thereafter be
entitled to exchange them for depositary shares. If the depositary receipts
delivered by the holder evidence a number of depositary shares in excess of the
number of depositary shares representing the number of whole shares of preferred
stock to be withdrawn,

                                        20
<PAGE>

the depositary will deliver to such holder at the same time a new depositary
receipt evidencing such excess number of depositary shares. In no event will
fractional shares of preferred stock be delivered upon surrender of depositary
receipts to the depositary.

REDEMPTION OF DEPOSITARY SHARES

     Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing shares of the related class or series of preferred stock so
redeemed. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such class or series of the preferred stock. If less than all the depositary
shares are to be redeemed, the depositary shares to be redeemed will be selected
by lot or pro rata as may be determined by the depositary.

VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in such notice of meeting to the record holders of the depositary shares
relating to such preferred stock. Each record holder of such depositary shares
on the record date, which will be the same date as the record date for the
preferred stock, will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of the class or series of
preferred stock represented by such holder's depositary shares. The depositary
will endeavor, insofar as practicable, to vote the number of shares of the
preferred stock represented by such depositary shares in accordance with such
instructions, and we will agree to take all action which the depositary deems
necessary in order to enable the depositary to do so. The depositary will
abstain from voting shares of preferred stock to the extent it does not receive
specific instructions from the holders of depositary shares representing such
shares of preferred stock.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary receipts will not be
effective unless such amendment has been approved by the holders of depositary
receipts representing at least a majority of the depositary shares then
outstanding. Additionally, unless otherwise provided in the related prospectus
supplement, in the case of amendments relating to or affecting rights to receive
dividends or distributions or voting or redemption rights, approval is required
by the holders of depositary receipts representing 66 2/3% of the depositary
shares then outstanding. The deposit agreement may be terminated by us or the
depositary only if

     - all outstanding depositary shares have been redeemed,

     - there has been a final distribution in respect of the related class or
       series of shares of preferred stock in connection with our liquidation,
       dissolution or winding up and such distribution has been distributed to
       the holders of depositary receipts or

     - upon the consent of holders of depositary receipts representing not less
       than 66 2/3% of the depositary shares outstanding.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the related
class or series of shares of preferred stock and any redemption of such shares
of preferred stock. Holders of depositary receipts will pay all other transfer
and other taxes and governmental charges and such other charges as are expressly
provided in the deposit agreement to be for their accounts.

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<PAGE>

     The depositary may refuse to effect any transfer of a depositary receipt or
any withdrawal of shares of a class or series of shares of preferred stock
evidenced thereby until all such taxes and charges with respect to such
depositary receipt or such shares of shares of preferred stock are paid by the
holders thereof.

MISCELLANEOUS

     The depositary will forward all reports and communications from us which
are delivered to the depositary and which we are required to furnish to the
holders of the preferred stock.

     Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. Our obligations and the obligations of
the depositary under the deposit agreement will be limited to performance in
good faith of our and their respective duties thereunder and neither we nor the
depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or class or series of preferred stock unless
satisfactory indemnity is furnished. We and the depositary may rely on written
advice of counsel or accountants, or information provided by persons presenting
shares of preferred stock for deposit, holders of depositary shares or other
persons believed to be competent and on documents believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal of the depositary will take effect upon the appointment
of a successor depositary, which successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

                                        22
<PAGE>

                       DESCRIPTION OF THE DEBT SECURITIES

     The following description of our debt securities sets forth the material
terms and provisions of the debt securities to which any prospectus supplement
may relate. Our senior debt securities are to be issued under an indenture
between us and a trustee, the form of which is incorporated by reference as an
exhibit to the registration statement of which this prospectus forms a part. We
refer to this indenture in this prospectus as the "senior indenture." Our
subordinated debt securities are to be issued under two separate indentures. Our
subordinated debt securities which are issued to a trust in connection with the
issuance of preferred securities and common securities by that trust are to be
issued under an indenture which we sometimes refer to in this prospectus as the
"trust-issued subordinated indenture." Our other subordinated debt securities
are to be issued under an indenture which we sometimes refer to in this
prospectus as the "subordinated indenture." Each of the trust-issued
subordinated indenture and the subordinated indenture are between us and a
trustee and the form of each is filed as an exhibit to the registration
statement of which this prospectus forms a part. The trust-issued subordinated
indenture and the subordinated indenture are sometimes referred to herein
collectively as the "subordinated indentures." The senior indenture, the
trust-issued subordinated indenture and the subordinated indenture are sometimes
referred to herein collectively as the "W. R. Berkley indentures" and each
individually as a "W. R. Berkley indenture." The particular terms of the debt
securities offered by any prospectus supplement, and the extent to which the
general provisions described below may apply to the offered debt securities,
will be described in the applicable prospectus supplement.

     Because the following summaries of the material terms and provisions of the
W. R. Berkley indentures and the related debt securities are not complete, you
should refer to the forms of the W. R. Berkley indentures and the debt
securities for complete information regarding the terms and provisions of the
W. R. Berkley indentures, including the definitions of some of the terms used
below, and the debt securities. Wherever particular articles, sections or
defined terms of a W. R. Berkley indenture are referred to, those articles,
sections or defined terms are incorporated herein by reference, and the
statement in connection with which such reference is made is qualified in its
entirety by such reference. Wherever particular articles, sections or defined
terms of a W. R. Berkley indenture, without specific reference to a particular
W. R. Berkley indenture, are referred to, those articles, sections or defined
terms are contained in all W. R. Berkley indentures. The senior indenture and
the subordinated indenture are substantially identical, except for certain
covenants of ours and provisions relating to subordination. The subordinated
indenture and the trust-issued subordinated indenture are substantially
identical, except for certain rights and covenants of ours and provisions
relating to the issuance of securities to a trust.

GENERAL

     The W. R. Berkley indentures do not limit the aggregate principal amount of
the debt securities which we may issue thereunder and provide that we may issue
the debt securities thereunder from time to time in one or more series. (Section
3.1) The W. R. Berkley indentures do not limit the amount of other Indebtedness
or the debt securities, other than certain secured Indebtedness as described
below, which we or our Subsidiaries may issue.

     Unless otherwise provided in a prospectus supplement, the senior debt
securities will be unsecured obligations of ours and will rank equally with all
of our other unsecured and unsubordinated indebtedness. The subordinated debt
securities will be unsecured obligations of ours, subordinated in right of
payment to the prior payment in full of all Senior Indebtedness of ours as
described below under "Subordination of the Subordinated Debt Securities" and in
the applicable prospectus supplement.

     As of March 31, 2002, we had $330,303,000 face value of senior
indebtedness, $35,793,000 face value of senior subordinated indebtedness and no
amounts outstanding under our $25 million credit facility. In addition, as of
March 31, 2002, we had $200 million (face amount) of preferred securities issued
by a subsidiary trust. The sole assets of the trust consist of $210 million
aggregate principal amount of our junior subordinated debentures, and we have
guaranteed the trust's obligations under the securities. See Notes 5 and 6 to
our consolidated financial statements included in our Annual Report on Form 10-K
for

                                        23
<PAGE>

the year ended December 31, 2001 and which are incorporated by reference in this
prospectus. The banks under our credit facility referred to above have the right
to cause us to repay any outstanding indebtedness upon a change of control of W.
R. Berkley.

     Because we are a holding company, our rights and the rights of our
creditors, including the holders of our debt securities, and stockholders to
participate in any distribution of assets of any Subsidiary upon the
Subsidiary's liquidation or reorganization or otherwise would be subject to the
prior claims of the Subsidiary's creditors, except to the extent that we may
ourselves be a creditor with recognized claims against the Subsidiary. The
rights of our creditors, including the holders of our debt securities, to
participate in the distribution of stock owned by us in certain of the
Subsidiaries, including our insurance Subsidiaries, may also be subject to
approval by certain insurance regulatory authorities having jurisdiction over
such Subsidiaries. Of the indebtedness outstanding as of March 31, 2002 referred
to in the previous paragraph, the $35,793,000 face value of senior subordinated
indebtedness was owed by our Subsidiaries.

     In the event our subordinated debt securities are issued to a trust in
connection with the issuance of preferred securities and common securities by
that trust, such subordinated debt securities subsequently may be distributed
pro rata to the holders of such preferred securities and common securities in
connection with the dissolution of that trust upon the occurrence of certain
events. These events will be described in the prospectus supplement relating to
such preferred securities and common securities. Only one series of our
subordinated debt securities will be issued to a trust in connection with the
issuance of preferred securities and common securities by that trust.

     The prospectus supplement relating to the particular debt securities
offered thereby will describe the following terms of the offered debt
securities:

     - the title of such debt securities and the series in which such debt
       securities will be included, which may include medium-term notes;

     - any limit upon the aggregate principal amount of such debt securities;

     - the date or dates, or the method or methods, if any, by which such date
       or dates will be determined, on which the principal of such debt
       securities will be payable;

     - the rate or rates at which such debt securities will bear interest, if
       any, which rate may be zero in the case of certain debt securities issued
       at an issue price representing a discount from the principal amount
       payable at maturity, or the method by which such rate or rates will be
       determined, including, if applicable, any remarketing option or similar
       method, and the date or dates from which such interest, if any, will
       accrue or the method by which such date or dates will be determined;

     - the date or dates on which interest, if any, on such debt securities will
       be payable and any regular record dates applicable to the date or dates
       on which interest will be so payable;

     - the place or places where the principal of, any premium or interest on or
       any additional amounts with respect to such debt securities will be
       payable, any of such debt securities that are issued in registered form
       may be surrendered for registration of transfer or exchange, and any such
       debt securities may be surrendered for conversion or exchange;

     - whether any of such debt securities are to be redeemable at our option,
       whether we will be obligated to redeem or purchase any of such debt
       securities pursuant to any sinking fund or analogous provision or at the
       option of any holder thereof, and the terms of such option or obligation,
       as described under "-- Redemption" below;

     - if other than denominations of $1,000 and any integral multiple thereof,
       the denominations in which any debt securities to be issued in registered
       form will be issuable and, if other than a denomination of $5,000, the
       denominations in which any debt securities to be issued in bearer form
       will be issuable;

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<PAGE>

     - whether the debt securities will be convertible into common stock and/or
       exchangeable for other securities and, if so, the terms and conditions
       upon which such debt securities will be so convertible or exchangeable;

     - if other than the principal amount, the portion of the principal amount,
       or the method by which such portion will be determined, of such debt
       securities that will be payable upon declaration of acceleration of the
       maturity thereof;

     - if other than United States dollars, the currency of payment, including
       composite currencies, of the principal of, any premium or interest on or
       any additional amounts with respect to any of such debt securities;

     - whether the principal of, any premium or interest on or any additional
       amounts with respect to such debt securities will be payable, at our
       election or the election of a holder, in a currency other than that in
       which such debt securities are stated to be payable and the date or dates
       on which, the period or periods within which, and the other terms and
       conditions upon which, such election may be made;

     - any index, formula or other method used to determine the amount of
       payments of principal of, any premium or interest on or any additional
       amounts with respect to such debt securities;

     - whether such debt securities are to be issued in the form of one or more
       global securities and, if so, the identity of the depositary for such
       global security or securities;

     - whether such debt securities are the senior debt securities or
       subordinated debt securities and, if the subordinated debt securities,
       the specific subordination provisions applicable thereto;

     - in the case of subordinated debt securities issued to a trust, the terms
       and conditions of any obligation or right of ours or a holder to convert
       or exchange such subordinated debt securities into preferred securities
       of that trust;

     - in the case of subordinated debt securities issued to a trust, the form
       of restated trust agreement and, if applicable, the agreement relating to
       our guarantee of the preferred securities of that trust;

     - in the case of the subordinated debt securities, the relative degree, if
       any, to which such subordinated debt securities of the series will be
       senior to or be subordinated to other series of the subordinated debt
       securities or other indebtedness of ours in right of payment, whether
       such other series of the subordinated debt securities or other
       indebtedness are outstanding or not;

     - any deletions from, modifications of or additions to the Events of
       Default or covenants of ours with respect to such debt securities;

     - whether the provisions described below under "Discharge, Defeasance and
       Covenant Defeasance" will be applicable to such debt securities;

     - whether any of such debt securities are to be issued upon the exercise of
       warrants, and the time, manner and place for such debt securities to be
       authenticated and delivered; and

     - any other terms of such debt securities and any other deletions from or
       modifications or additions to the applicable W. R. Berkley indenture in
       respect of such debt securities. (Section 3.1)

     We will have the ability under the W. R. Berkley indentures to "reopen" a
previously issued series of the debt securities and issue additional debt
securities of that series or establish additional terms of that series. We are
also permitted to issue debt securities with the same terms as previously issued
debt securities. (Section 3.1)

     Unless otherwise provided in the related prospectus supplement, principal,
premium, interest and additional amounts, if any, with respect to any debt
securities will be payable at the office or agency maintained by us for such
purposes. In the case of debt securities issued in registered form, interest may
be paid by check mailed to the persons entitled thereto at their addresses
appearing on the security register

                                        25
<PAGE>

or by transfer to an account maintained by the payee with a bank located in the
United States. Interest on debt securities issued in registered form will be
payable on any interest payment date to the persons in whose names the debt
securities are registered at the close of business on the regular record date
with respect to such interest payment date. All paying agents initially
designated by us for the debt securities will be named in the related prospectus
supplement. We may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that we will be required to maintain a paying
agent in each place where the principal of, any premium or interest on or any
additional amounts with respect to the debt securities are payable. (Sections
3.7 and 10.2)

     Unless otherwise provided in the related prospectus supplement, the debt
securities may be presented for transfer or exchanged for other debt securities
of the same series, containing identical terms and provisions, in any authorized
denominations, and of a like aggregate principal amount, at the office or agency
maintained by us for such purposes. Such transfer or exchange will be made
without service charge, but we may require payment of a sum sufficient to cover
any tax or other governmental charge and any other expenses then payable. We
will not be required to

     - issue, register the transfer of, or exchange, the debt securities during
       a period beginning at the opening of business 15 days before the day of
       mailing of a notice of redemption of any such debt securities and ending
       at the close of business on the day of such mailing or

     - register the transfer of or exchange any debt security so selected for
       redemption in whole or in part, except the unredeemed portion of any debt
       security being redeemed in part. (Section 3.5)

     We have appointed the trustee as security registrar. Any transfer agent, in
addition to the security registrar, initially designated by us for any debt
securities will be named in the related prospectus supplement. We may at any
time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that we will be required to maintain a transfer agent in each
place where the principal of, any premium or interest on or any additional
amounts with respect to the debt securities are payable. (Section 10.2)

     Unless otherwise provided in the related prospectus supplement, the debt
securities will be issued only in fully registered form without coupons in
minimum denominations of $1,000 and any integral multiple thereof. (Section 3.2)
The debt securities may be represented in whole or in part by one or more global
debt securities registered in the name of a depositary or its nominee and, if so
represented, interests in such global debt security will be shown on, and
transfers thereof will be effected only through, records maintained by the
designated depositary and its participants as described below. Where the debt
securities of any series are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and special United
States Federal income tax considerations, applicable to such debt securities and
to payment on and transfer and exchange of such debt securities will be
described in the related prospectus supplement.

     The debt securities may be issued as original issue discount securities,
bearing no interest or bearing interest at a rate which at the time of issuance
is below market rates, to be sold at a substantial discount below their
principal amount. Special United States Federal income tax and other
considerations applicable to original issue discount securities will be
described in the related prospectus supplement.

     If the purchase price of any debt securities is payable in one or more
foreign currencies or currency units or if any debt securities are denominated
in one or more foreign currencies or currency units or if the principal of, or
any premium or interest on, or any additional amounts with respect to, any debt
securities is payable in one or more foreign currencies or currency units, the
restrictions, elections, certain United States Federal income tax
considerations, specific terms and other information with respect to such debt
securities and such foreign currency or currency units will be set forth in the
related prospectus supplement.

     We will comply with Section 14(e) under the Exchange Act, and any other
tender offer rules under the Exchange Act which may then be applicable, in
connection with any obligation of ours to purchase

                                        26
<PAGE>

debt securities at the option of the holders. Any such obligation applicable to
a series of debt securities will be described in the related prospectus
supplement.

     Unless otherwise described in a prospectus supplement relating to any debt
securities, the W. R. Berkley indentures do not contain any provisions that
would limit our ability to incur indebtedness or that would afford holders of
the debt securities protection in the event of a sudden and significant decline
in our credit quality or a takeover, recapitalization or highly leveraged or
similar transaction involving us. Accordingly, we could in the future enter into
transactions that could increase the amount of indebtedness outstanding at that
time or otherwise affect our capital structure or credit rating. You should
refer to the prospectus supplement relating to a particular series of the debt
securities for information regarding any deletions from, modifications of or
additions to the Events of Default described below or our covenants contained in
the W. R. Berkley indentures, including any addition of a covenant or other
provisions providing event risk or similar protection.

CONVERSION AND EXCHANGE

     The terms, if any, on which debt securities of any series are convertible
into or exchangeable for common stock, preferred stock or other securities
property or cash, or a combination of any of the foregoing, will be set forth in
the related prospectus supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at our
option, in which the securities, property or cash to be received by the holders
of the debt securities would be calculated according to the factors and at such
time as described in the related prospectus supplement.

GLOBAL SECURITIES

     The debt securities of a series may be issued in whole or in part in the
form of one or more global debt securities that will be deposited with, or on
behalf of, a depositary identified in the prospectus supplement relating to such
series.

     The specific terms of the depositary arrangement with respect to a series
of the debt securities will be described in the prospectus supplement relating
to such series. We anticipate that the following provisions will apply to all
depositary arrangements.

     Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the debt securities represented by
such global security. Such accounts will be designated by the underwriters or
agents with respect to such debt securities or by us if such debt securities are
offered and sold directly by us. Ownership of beneficial interests in a global
security will be limited to persons that may hold interests through
participants. Ownership of beneficial interests in such global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary or its nominee with respect to interests of
participants, and on the records of participants with respect to interests of
persons other than participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in a global security.

     So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
applicable W. R. Berkley indenture. Except as described below, owners of
beneficial interests in a global security will not be entitled to have the debt
securities of the series represented by such global security registered in their
names and will not receive or be entitled to receive physical delivery of the
debt securities of that series in definitive form.

     Principal of, any premium and interest on, and any additional amounts with
respect to, the debt securities registered in the name of a depositary or its
nominee will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing such debt

                                        27
<PAGE>

securities. None of the trustee, any paying agent, the security registrar or us
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of the global
security for such debt securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     We expect that the depositary for a series of the debt securities or its
nominee, upon receipt of any payment with respect to such debt securities, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interest in the principal amount of the global
security for such debt securities as shown on the records of such depositary or
its nominee. We also expect that payments by participants to owners of
beneficial interests in such global security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.

     The W. R. Berkley indentures provide that if

     - the depositary for a series of the debt securities notifies us that it is
       unwilling or unable to continue as depositary or if such depositary
       ceases to be eligible under the applicable W. R. Berkley indenture and a
       successor depositary is not appointed by us within 90 days of written
       notice,

     - we determine that the debt securities of a particular series will no
       longer be represented by global securities and we execute and deliver to
       the trustee a company order to such effect, or

     - an Event of Default with respect to a series of the debt securities has
       occurred and is continuing,

the global securities will be exchanged for the debt securities of such series
in definitive form of like tenor and of an equal aggregate principal amount, in
authorized denominations. Such definitive debt securities will be registered in
such name or names as the depositary shall instruct the trustee. (Section 3.5)
It is expected that such instructions may be based upon directions received by
the depositary from participants with respect to ownership of beneficial
interests in global securities.

PAYMENT OF ADDITIONAL AMOUNTS

     If subordinated debt securities issued to a trust in connection with the
issuance of preferred securities and common securities by that trust provide for
the payment by us of certain taxes, assessments or other governmental charges
imposed on the holder of any such debt security, we will pay to the holder of
any such debt security such additional amounts as provided in the applicable W.
R. Berkley indenture. (Section 10.4 of the trust-issued subordinated indenture)

     We will make all payments of principal of, and premium, if any, interest
and any other amounts on, or in respect of, the debt securities of any series
without withholding or deduction at source for, or on account of, any present or
future taxes, fees, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of a taxing jurisdiction or any
political subdivision or taxing authority thereof or therein, unless such taxes,
fees, duties, assessments or governmental charges are required to be withheld or
deducted by

     - the laws, or any regulations or rulings promulgated thereunder, of a
       taxing jurisdiction or any political subdivision or taxing authority
       thereof or therein or

     - an official position regarding the application, administration,
       interpretation or enforcement of any such laws, regulations or rulings,
       including, without limitation, a holding by a court of competent
       jurisdiction or by a taxing authority in a taxing jurisdiction or any
       political subdivision thereof.

If a withholding or deduction at source is required, we will, subject to certain
limitations and exceptions described below, pay to the holder of any such debt
security such additional amounts as may be necessary so that every net payment
of principal, premium, if any, interest or any other amount made to such holder,
after the withholding or deduction, will not be less than the amount provided
for in such debt security and the applicable W. R. Berkley indenture to be then
due and payable.

                                        28
<PAGE>

     We will not be required to pay any additional amounts for or on account of:

     1. any tax, fee, duty, assessment or governmental charge of whatever nature
        which would not have been imposed but for the fact that such holder

      - was a resident, domiciliary or national of, or engaged in business or
        maintained a permanent establishment or was physically present in, the
        relevant taxing jurisdiction or any political subdivision thereof or
        otherwise had some connection with the relevant taxing jurisdiction
        other than by reason of the mere ownership of, or receipt of payment
        under, such debt security,

      - presented such debt security for payment in the relevant taxing
        jurisdiction or any political subdivision thereof, unless such debt
        security could not have been presented for payment elsewhere, or

      - presented such debt security for payment more than 30 days after the
        date on which the payment in respect of such debt security became due
        and payable or provided for, whichever is later, except to the extent
        that the holder would have been entitled to such additional amounts if
        it had presented such debt security for payment on any day within that
        30-day period;

     2. any estate, inheritance, gift, sale, transfer, personal property or
        similar tax, assessment or other governmental charge;

     3. any tax, assessment or other governmental charge that is imposed or
        withheld by reason of the failure by the holder or the beneficial owner
        of such debt security to comply with any reasonable request by us
        addressed to the holder within 90 days of such request

      - to provide information concerning the nationality, residence or identity
        of the holder or such beneficial owner or

      - to make any declaration or other similar claim or satisfy any
        information or reporting requirement, which is required or imposed by
        statute, treaty, regulation or administrative practice of the relevant
        taxing jurisdiction or any political subdivision thereof as a
        precondition to exemption from all or part of such tax, assessment or
        other governmental charge; or

     4. any combination of items (1), (2) and (3).

     In addition, we will not pay additional amounts with respect to any payment
of principal of, or premium, if any, interest or any other amounts on, any such
debt security to any holder who is a fiduciary or partnership or other than the
sole beneficial owner of such debt security to the extent such payment would be
required by the laws of the relevant taxing jurisdiction, or any political
subdivision or relevant taxing authority thereof or therein, to be included in
the income for tax purposes of a beneficiary or partner or settlor with respect
to such fiduciary or a member of such partnership or a beneficial owner who
would not have been entitled to such additional amounts had it been the holder
of the debt security. (Section 10.4 of the senior indenture and the subordinated
indenture)

OPTION TO EXTEND INTEREST PAYMENT DATE

     If provided in the related prospectus supplement, we will have the right at
any time and from time to time during the term of any series of subordinated
debt securities issued to a trust to defer payment of interest for such number
of consecutive interest payment periods as may be specified in the related
prospectus supplement, subject to the terms, conditions and covenants, if any,
specified in such prospectus supplement, provided that such extension period may
not extend beyond the stated maturity of such series of subordinated debt
securities. Certain United States Federal income tax consequences and special
considerations applicable to such subordinated debt securities will be described
in the related prospectus supplement. (Section 3.11 of the trust-issued
subordinated indenture).

                                        29
<PAGE>

OPTION TO EXTEND MATURITY DATE

     If provided in the related prospectus supplement, we will have the right to
change or extend the stated maturity of the principal of the subordinated debt
securities of any series issued to a trust upon the liquidation of that trust
and the exchange of the subordinated debt securities for the preferred
securities of that trust, provided that

     - we are not in bankruptcy, otherwise insolvent or in liquidation;

     - we have not defaulted on any payment on such subordinated debt securities
       and no deferred interest payments have accrued;

     - the applicable trust is not in arrears on payments of distributions on
       its preferred securities and no deferred distributions have accumulated;

     - the subordinated debt securities of such series are rated investment
       grade by Standard & Poor's Ratings Services, Moody's Investors Service,
       Inc. or another nationally recognized statistical rating organization;
       and

     - the extended stated maturity is no later than the 49th anniversary of the
       initial issuance of the preferred securities of the applicable trust.

If we exercise our right to liquidate the applicable trust and exchange the
subordinated debt securities for the preferred securities of the trust as
described above, any changed stated maturity of the principal of the
subordinated debt securities shall be no earlier than the date that is five
years after the initial issue date of the preferred securities and no later than
the date 30 years, plus an extended term of up to an additional 19 years if the
conditions described above are satisfied, after the initial issue date of the
preferred securities of the applicable trust. (Section 3.14 of the trust-issued
subordinated indenture)

REDEMPTION

     If provided in the related prospectus supplement, we will have the right to
redeem some or all of the debt securities. The prospectus supplement relating to
the particular debt securities offered thereby will describe:

     - whether and on what terms we will have the option to redeem such debt
       securities in lieu of paying additional amounts in respect of certain
       taxes, fees, duties, assessments or governmental charges that might be
       imposed on holders of such debt securities;

     - whether any of such debt securities are to be redeemable at our option
       and, if so, the date or dates on which, the period or periods within
       which, the price or prices at which and the other terms and conditions
       upon which such debt securities may be redeemed, in whole or in part, at
       our option; and

     - whether we will be obligated to redeem or purchase any of such debt
       securities pursuant to any sinking fund or analogous provision or at the
       option of any holder thereof and, if so, the date or dates on which, the
       period or periods within which, the price or prices at which and the
       other terms and conditions upon which such debt securities will be
       redeemed or purchased, in whole or in part, pursuant to such obligation,
       and any provisions for the remarketing of such debt securities so
       redeemed or purchased.

     If provided in the related prospectus supplement, the holders of the debt
securities may have the right to cause us to repay their indebtedness upon a
change of control of W. R. Berkley. As noted above, a change of control of W. R.
Berkley would trigger a similar right of the banks under our $25 million credit
facility to cause us to repay any outstanding indebtedness under the facility.

     The W. R. Berkley indentures provide that if we do not redeem all of the
debt securities, the trustee will select the securities to be redeemed by such
method as it shall deem fair and appropriate. If any debt securities are to be
redeemed in part only, we will issue a new note for such securities in principal
amount

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<PAGE>

equal to the unredeemed principal portion. If a portion of your debt securities
is selected for partial redemption and you convert or elect repurchase of a
portion of your securities, the converted or repurchased portion will be deemed
to be taken from the portion selected for redemption. Unless otherwise provided
in the prospectus supplement, notice of redemption setting forth the redemption
date and redemption price must be given at least thirty days and not more than
sixty days prior to the redemption date.

     Except as otherwise provided in the related prospectus supplement, in the
case of any series of subordinated debt securities issued to a trust, if an
Investment Company Event or a Tax Event shall occur and be continuing, we may,
at our option, redeem such series of subordinated debt securities, in whole but
not in part, at any time within 90 days of the occurrence of such special event,
at a redemption price equal to 100% of the principal amount of such subordinated
debt securities then outstanding plus accrued and unpaid interest to the date
fixed for redemption. (Section 11.8 of the trust-issued subordinated indenture)

     For purposes of the trust-issued subordinated indenture, "Investment
Company Event" means, in respect of a trust, the receipt by such trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a change in the
interpretation or application of law or regulation by any legislative body,
court or governmental agency or regulatory authority, such trust is or will be
considered an investment company that is required to be registered under the
Investment Company Act, which change becomes effective on or after the date of
original issuance of the preferred securities of such trust. (Section 1.1 of the
trust-issued subordinated indenture)

     For purposes of the trust-issued subordinated indenture, "Tax Event" means,
in respect of a trust, the receipt by such trust or us of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change, including any announced prospective change, in, the laws of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after
the date of original issuance of the preferred securities of such trust, there
is more than an insubstantial risk that

     - such trust is, or will be within 90 days of the date of such opinion,
       subject to United States Federal income tax with respect to income
       received or accrued on the corresponding series of subordinated debt
       securities,

     - interest payable by us on such subordinated debt securities is not, or
       within 90 days of the date of such opinion will not be, deductible by us,
       in whole or in part, for United States Federal income tax purposes or

     - such trust is, or will be within 90 days of the date of such opinion,
       subject to more than a de minimus amount of other taxes, duties or other
       governmental charges. (Section 1.1 of the trust-issued subordinated
       indenture).

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of subordinated debt
securities to be redeemed at its registered address. Unless we default in
payment of the redemption price, on and after the redemption date interest will
cease to accrue on the subordinated debt securities or portions thereof called
for redemption.

COVENANTS APPLICABLE TO SUBORDINATED DEBT SECURITIES ISSUED TO A TRUST

     We will covenant, as to each series of our subordinated debt securities
issued to a trust in connection with the issuance of preferred securities and
common securities by that trust, that we will not, and will not permit any of
our Subsidiaries to,

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of our
       outstanding capital stock or

     - make any payment of principal of, or interest or premium, if any, on or
       repay, repurchase or redeem any debt security of ours that ranks junior
       in interest to the subordinated debt securities of

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<PAGE>

       such series or make any guarantee payments with respect to any guarantee
       by us of the debt securities of any Subsidiary of ours if such guarantee
       ranks junior in interest to the subordinated debt securities of such
       series, other than

      (a) dividends or distributions in our common stock,

      (b) redemptions or purchases of any rights outstanding under a shareholder
          rights plan of ours, or the declaration of a dividend of such rights
          or the issuance of stock under such plan in the future,

      (c) payments under any preferred securities guarantee of ours, and

      (d) purchases of common stock related to the issuance of common stock
          under any of our benefit plans for our directors, officers or
          employees,

if at such time

     (1) there shall have occurred any event of which we have actual knowledge
         that

        (A) with the giving of notice or lapse of time or both, would constitute
            an Event of Default under the applicable subordinated indenture and

        (B) in respect of which we shall not have taken reasonable steps to
            cure,

     (2) we shall be in default with respect to our payment of obligations under
         the preferred securities guarantee relating to such preferred
         securities or

     (3) we shall have given notice of our election to begin an Extension Period
         as provided in the applicable subordinated indenture with respect to
         the subordinated debt securities of such series and shall not have
         rescinded such notice, or such Extension Period, or any extension
         thereof, shall be continuing. (Section 10.10 of the trust-issued
         subordinated indenture)

     In the event our subordinated debt securities are issued to a trust in
connection with the issuance of preferred securities and common securities of
such trust, for so long as such series of subordinated debt securities remain
outstanding, we will also covenant

     - to maintain directly or indirectly 100% ownership of the common
       securities of such trust; provided, however, that any permitted successor
       of ours under the applicable subordinated indenture may succeed to our
       ownership of such common securities,

     - not to voluntarily dissolve, wind-up or liquidate such trust, except in
       connection with the distribution of our subordinated debt securities to
       the holders of preferred securities and common securities in liquidation
       of such trust, the redemption of all of the preferred securities and
       common securities of such trust, or certain mergers, consolidations or
       amalgamations, each as permitted by the restated trust agreement of such
       trust, and

     - to use our reasonable efforts, consistent with the terms of the related
       trust agreement, to cause such trust to remain classified as a grantor
       trust for United States Federal income tax purposes. (Section 10.12 of
       the trust-issued subordinated indenture)

CONSOLIDATION, AMALGAMATION, MERGER AND SALE OF ASSETS

     Each W. R. Berkley indenture provides that we may not

     (1) consolidate or amalgamate with or merge into any Person or convey,
         transfer or lease our properties and assets as an entirety or
         substantially as an entirety to any Person, or

     (2) permit any Person to consolidate or amalgamate with or merge into us,
         or convey, transfer or lease its properties and assets as an entirety
         or substantially as an entirety to us, unless

        - in the case of (1) above, such Person is a corporation organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and will expressly

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<PAGE>

         assume, by supplemental indenture satisfactory in form to the trustee,
         the due and punctual payment of the principal of, any premium and
         interest on and any additional amounts with respect to all of the debt
         securities issued thereunder, and the performance of our obligations
         under such W. R. Berkley indenture and the debt securities issued
         thereunder, and provides for conversion or exchange rights in
         accordance with the provisions of the debt securities of any series
         that are convertible or exchangeable into common stock or other
         securities,

        - immediately after giving effect to such transaction and treating any
         indebtedness which becomes an obligation of ours or a Subsidiary as a
         result of such transaction as having been incurred by us or such
         Subsidiary at the time of such transaction, no Event of Default, and no
         event which after notice or lapse of time or both would become an Event
         of Default, will have happened and be continuing, and

        - certain other conditions are met. (Section 8.1)

EVENTS OF DEFAULT

     Each of the following events will constitute an Event of Default under the
applicable W. R. Berkley indenture with respect to any series of debt securities
issued thereunder, whatever the reason for such Event of Default and whether it
will be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:

     (1) default in the payment of any interest on any debt security of such
         series, or any additional amounts payable with respect thereto, when
         such interest becomes or such additional amounts become due and
         payable, and continuance of such default for a period of 30 days;

     (2) default in the payment of the principal of or any premium on any debt
         security of such series, or any additional amounts payable with respect
         thereto, when such principal or premium becomes or such additional
         amounts become due and payable either at maturity, upon any redemption,
         by declaration of acceleration or otherwise;

     (3) default in the deposit of any sinking fund payment, when and as due by
         the terms of any debt security of such series;

     (4) default in the performance, or breach, of any covenant or warranty of
         ours contained in the applicable W. R. Berkley indenture for the
         benefit of such series or in the debt securities of such series, and
         the continuance of such default or breach for a period of 60 days after
         there has been given written notice as provided in such W. R. Berkley
         indenture;

     (5) if any event of default as defined in any mortgage, indenture or
         instrument under which there may be issued, or by which there may be
         secured or evidenced, any Indebtedness of ours, whether such
         Indebtedness now exists or is hereafter created or incurred, happens
         and consists of default in the payment of more than $50,000,000 in
         principal amount of such Indebtedness at the maturity thereof, after
         giving effect to any applicable grace period, or results in such
         Indebtedness in principal amount in excess of $50,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such default is not cured or such
         acceleration is not rescinded or annulled within a period of 30 days
         after there has been given written notice as provided in the applicable
         W. R. Berkley indenture;

     (6) we shall fail within 60 days to pay, bond or otherwise discharge any
         uninsured judgment or court order for the payment of money in excess of
         $50,000,000, which is not stayed on appeal or is not otherwise being
         appropriately contested in good faith;

     (7) in the event subordinated debt securities are issued to a trust or a
         trustee for such trust in connection with the issuance of preferred
         securities and common securities by such trust, the voluntary or
         involuntary dissolution, winding up or termination of such trust,
         except in connection with the distribution of subordinated debt
         securities to the holders of preferred securities and

                                        33
<PAGE>

         common securities in liquidation of that trust, the redemption of all
         of the preferred securities and common securities of such trust, or
         certain mergers, consolidations or amalgamations, each as permitted by
         the restated trust agreement of such trust;

     (8) certain events in our bankruptcy, insolvency or reorganization; and

     (9) any other Event of Default provided in or pursuant to the applicable W.
         R. Berkley indenture with respect to the debt securities of such
         series. (Section 5.1)

     If an Event of Default with respect to the debt securities of any series,
other than an Event of Default described in (8) of the preceding paragraph,
occurs and is continuing, either the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of such series by written
notice as provided in the applicable W. R. Berkley indenture may declare the
principal amount, or such lesser amount as may be provided for in the debt
securities of such series, of all outstanding debt securities of such series to
be due and payable immediately. At any time after a declaration of acceleration
has been made, but before a judgment or decree for payment of money has been
obtained by the trustee, and subject to applicable law and certain other
provisions of the applicable W. R. Berkley indenture, the holders of a majority
in aggregate principal amount of the debt securities of such series may, under
certain circumstances, rescind and annul such acceleration. An Event of Default
described in (8) of the preceding paragraph will cause the principal amount and
accrued interest, or such lesser amount as provided for in the debt securities
of such series, to become immediately due and payable without any declaration or
other act by the trustee or any holder. (Section 5.2)

     Each W. R. Berkley indenture provides that, within 90 days after the
occurrence of any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the debt securities of any series,
the trustee will transmit, in the manner set forth in such W. R. Berkley
indenture, notice of such default to the holders of the debt securities of such
series unless such default has been cured or waived; provided, however, that the
trustee may withhold such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or responsible
officers of the trustee in good faith determine that the withholding of such
notice is in the best interest of the holders of the debt securities of such
series; and provided, further, that in the case of any default of the character
described in (5) of the second preceding paragraph, no such notice to holders
will be given until at least 30 days after the default occurs. (Section 6.2)

     If an Event of Default occurs and is continuing with respect to the debt
securities of any series, the trustee may in its discretion proceed to protect
and enforce its rights and the rights of the holders of the debt securities of
such series by all appropriate judicial proceedings. (Section 5.3) Each W. R.
Berkley indenture provides that, subject to the duty of the trustee during any
default to act with the required standard of care, the trustee will be under no
obligation to exercise any of its rights or powers under such W. R. Berkley
indenture at the request or direction of any of the holders of the debt
securities, unless such holders shall have offered to the trustee indemnity
reasonably satisfactory to the trustee. (Section 6.1) Subject to such provisions
for the indemnification of the trustee, and subject to applicable law and
certain other provisions of the applicable W. R. Berkley indenture, the holders
of a majority in aggregate principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee, with respect to debt securities of
such series. (Section 5.12)

     If an Event of Default with respect to a series of subordinated debt
securities issued to a trust has occurred and is continuing and such event is
attributable to a default in the payment of interest or principal on the related
subordinated debt securities on the date such interest or principal is otherwise
payable, a holder of preferred securities of such trust may institute a legal
proceeding directly against us for enforcement of payment to such holder of the
principal of or interest on such related subordinated debt securities having a
principal amount equal to the aggregate liquidation amount of the related
preferred securities of such holder. We may not amend the applicable
subordinated indenture to remove the foregoing right to bring a direct action
without the prior written consent of the holders of all of the preferred
securities of such trust. If the right to bring such direct action is removed,
the applicable trust

                                        34
<PAGE>

may become subject to the reporting obligations under the Exchange Act. We will
have the right under the subordinated indenture to set-off any payment made to
such holder of preferred securities by us, in connection with a direct action.
(Section 3.12 of the trust-issued subordinated indenture) The holders of
preferred securities will not be able to exercise directly any other remedy
available to the holders of the related subordinated debt securities.

     The holders of the preferred securities would not be able to exercise
directly any remedies other than those set forth in the preceding paragraph
available to the holders of the subordinated debt securities unless there shall
have been an event of default under the applicable restated trust agreement. See
"Description of Preferred Securities -- Events of Default; Notice." (Section 5.8
of the trust-issued subordinated indenture)

MODIFICATION AND WAIVER

     We and the trustee may modify or amend a W. R. Berkley indenture with the
consent of the holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
holder of each outstanding debt security affected thereby,

     - change the stated maturity of the principal of, or any premium or
       installment of interest on, or any additional amounts with respect to,
       any debt security,

     - reduce the principal amount of, or the rate, or modify the calculation of
       such rate, of interest on, or any additional amounts with respect to, or
       any premium payable upon the redemption of, any debt security,

     - change our obligation to pay additional amounts with respect to any debt
       security,

     - reduce the amount of the principal of an original issue discount security
       that would be due and payable upon a declaration of acceleration of the
       maturity thereof or the amount thereof provable in bankruptcy,

     - change the redemption provisions of any debt security or adversely affect
       the right of repayment at the option of any holder of any debt security,

     - change the place of payment or the coin or currency in which the
       principal of, any premium or interest on or any additional amounts with
       respect to any debt security is payable,

     - impair the right to institute suit for the enforcement of any payment on
       or after the stated maturity of any debt security or, in the case of
       redemption, on or after the redemption date or, in the case of repayment
       at the option of any holder, on or after the repayment date,

     - reduce the percentage in principal amount of the outstanding debt
       securities, the consent of whose holders is required in order to take
       specific actions,

     - reduce the requirements for quorum or voting by holders of debt
       securities in Section 15.4 of the applicable W. R. Berkley indenture,

     - modify any of the provisions in the applicable W. R. Berkley indenture
       regarding the waiver of past defaults and the waiver of certain covenants
       by the holders of the debt securities except to increase any percentage
       vote required or to provide that other provisions of such W. R. Berkley
       indenture cannot be modified or waived without the consent of the holder
       of each debt security affected thereby,

     - make any change that adversely affects the right to convert or exchange
       any debt security into or for our common stock or other debt securities
       or other securities, cash or property in accordance with its terms,

                                        35
<PAGE>

     - modify any of the provisions of the subordinated indenture relating to
       the subordination of the subordinated debt securities in a manner adverse
       to holders of the subordinated debt securities, or

     - modify any of the above provisions. (Section 9.2)

     In addition, no supplemental indenture may directly or indirectly modify or
eliminate the subordination provisions of a subordinated indenture in any manner
which might terminate or impair the subordination of the subordinated debt
securities to Senior Indebtedness without the prior written consent of the
holders of the Senior Indebtedness. (Section 9.7 of the subordinated indenture
and the trust-issued subordinated indenture)

     We and the trustee may modify or amend a W. R. Berkley indenture and the
debt securities of any series without the consent of any holder in order to,
among other things:

     - provide for our successor pursuant to a consolidation, amalgamation,
       merger or sale of assets;

     - add to our covenants for the benefit of the holders of all or any series
       of debt securities or to surrender any right or power conferred upon us
       by the applicable W. R. Berkley indenture;

     - provide for a successor trustee with respect to the debt securities of
       all or any series;

     - cure any ambiguity or correct or supplement any provision in the
       applicable W. R. Berkley indenture which may be defective or inconsistent
       with any other provision, or to make any other provisions with respect to
       matters or questions arising under the applicable W. R. Berkley indenture
       which will not adversely affect the interests of the holders of debt
       securities of any series;

     - change the conditions, limitations and restrictions on the authorized
       amount, terms or purposes of issue, authentication and delivery of debt
       securities under the applicable W. R. Berkley indenture;

     - add any additional Events of Default with respect to all or any series of
       debt securities;

     - secure the debt securities;

     - provide for conversion or exchange rights of the holders of any series of
       debt securities; or

     - make any other change that does not materially adversely affect the
       interests of the holders of any debt securities then outstanding under
       the applicable W. R. Berkley indenture. (Section 9.1)

     The holders of at least a majority in aggregate principal amount of the
debt securities of any series may, on behalf of the holders of all debt
securities of that series, waive compliance by us with certain restrictive
provisions of the applicable W. R. Berkley indenture. (Section 10.6) The holders
of not less than a majority in aggregate principal amount of the outstanding
debt securities of any series may, on behalf of the holders of all debt
securities of that series, waive any past default and its consequences under the
applicable W. R. Berkley indenture with respect to debt securities of that
series, except a default

     - in the payment of principal of, any premium or interest on or any
       additional amounts with respect to debt securities of that series or

     - in respect of a covenant or provision of the applicable W. R. Berkley
       indenture that cannot be modified or amended without the consent of the
       holder of each debt security of any series. (Section 5.13)

     Under each W. R. Berkley indenture, we are required to furnish the trustee
annually a statement as to performance by us of certain of our obligations under
such W. R. Berkley indenture and as to any default in such performance. We are
also required to deliver to the trustee, within five days after occurrence
thereof, written notice of any Event of Default or any event which after notice
or lapse of time or both would constitute an Event of Default. (Section 10.7)

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<PAGE>

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

     We may discharge certain obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that either have become due and payable or will become due and payable
within one year, or scheduled for redemption within one year, by depositing with
the trustee, in trust, funds in U.S. dollars or in the Foreign Currency in which
such debt securities are payable in an amount sufficient to pay the entire
indebtedness on such debt securities with respect to principal and any premium,
interest and additional amounts to the date of such deposit, if such debt
securities have become due and payable, or to the maturity thereof, as the case
may be. (Section 4.1)

     Each W. R. Berkley indenture provides that, unless the provisions of
Section 4.2 thereof are made inapplicable to debt securities of or within any
series pursuant to Section 3.1 thereof, we may elect either

     - to defease and be discharged from any and all obligations with respect to
       such debt securities, except for, among other things, the obligation to
       pay additional amounts, if any, upon the occurrence of certain events of
       taxation, assessment or governmental charge with respect to payments on
       such debt securities and other obligations to register the transfer or
       exchange of such debt securities, to replace temporary or mutilated,
       destroyed, lost or stolen debt securities, to maintain an office or
       agency with respect to such debt securities and to hold moneys for
       payment in trust, or

     - to be released from its obligations with respect to such debt securities
       under certain covenants as described in the related prospectus
       supplement, and any omission to comply with such obligations will not
       constitute a default or an Event of Default with respect to such debt
       securities.

Such defeasance or such covenant defeasance, as the case may be, will be
conditioned upon the irrevocable deposit by us with the trustee, in trust, of an
amount in U.S. dollars or in the Foreign Currency in which such debt securities
are payable at stated maturity, or Government Obligations (as defined below), or
both, applicable to such debt securities which through the scheduled payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of, any premium and interest on, and any
additional amounts with respect to, such debt securities on the scheduled due
dates. (Section 4.2)

     Such a trust may only be established if, among other things,

     - the applicable defeasance or covenant defeasance does not result in a
       breach or violation of, or constitute a default under, the applicable W.
       R. Berkley indenture or any other material agreement or instrument to
       which we are a party or by which we are bound,

     - no Event of Default or event which with notice or lapse of time or both
       would become an Event of Default with respect to the debt securities to
       be defeased will have occurred and be continuing on the date of
       establishment of such a trust and, with respect to defeasance only, at
       any time during the period ending on the 123rd day after such date and

     - we have delivered to the trustee an opinion of counsel, as specified in
       the applicable W. R. Berkley indenture, to the effect that the holders of
       such debt securities will not recognize income, gain or loss for United
       States Federal income tax purposes as a result of such defeasance or
       covenant defeasance and will be subject to United States Federal income
       tax on the same amounts, in the same manner and at the same times as
       would have been the case if such defeasance or covenant defeasance had
       not occurred, and such opinion of counsel, in the case of defeasance,
       must refer to and be based upon a letter ruling of the Internal Revenue
       Service received by us, a Revenue Ruling published by the Internal
       Revenue Service or a change in applicable United States Federal income
       tax law occurring after the date of the applicable W. R. Berkley
       indenture. (Section 4.2)

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments. (Section 1.1)

                                        37
<PAGE>

     "Government Obligations" means debt securities which are

     (1) direct obligations of the United States of America or the government or
         the governments which issued the Foreign Currency in which the debt
         securities of a particular series are payable, for the payment of which
         its full faith and credit is pledged or

     (2) obligations of a Person controlled or supervised by and acting as an
         agency or instrumentality of the United States of America or such
         government or governments which issued the Foreign Currency in which
         the debt securities of such series are payable,

the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America or such other government or
governments, which, in the case of clauses (1) and (2), are not callable or
redeemable at the option of the issuer or issuers thereof, and will also include
a depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of or any other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of such depository receipt,
provided that, except as required by law, such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian with respect to the Government
Obligation or the specific payment of interest on or principal of or any other
amount with respect to the Government Obligation evidenced by such depository
receipt. (Section 1.1)

     If after we have deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to debt securities of any series,

     (1) the holder of a debt security of that series is entitled to, and does,
         elect pursuant to Section 3.1 of the applicable W. R. Berkley indenture
         or the terms of such debt security to receive payment in a currency
         other than that in which such deposit has been made in respect of such
         debt security, or

     (2) a Conversion Event occurs in respect of the Foreign Currency in which
         such deposit has been made;

the indebtedness represented by such debt security will be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal
of, any premium and interest on, and any additional amounts with respect to,
such debt security as such debt security becomes due out of the proceeds yielded
by converting the amount or other properties so deposited in respect of such
debt security into the currency in which such debt security becomes payable as a
result of such election or such Conversion Event based on

     - in the case of payments made pursuant to clause (1) above, the applicable
       market exchange rate for such currency in effect on the second business
       day prior to such payment date, or

     - with respect to a Conversion Event, the applicable market exchange rate
       for such Foreign Currency in effect, as nearly as feasible, at the time
       of the Conversion Event. (Section 4.2)

     "Conversion Event" means the cessation of use of

     - a Foreign Currency both by the government of the country or countries
       which issued such Foreign Currency and for the settlement of transactions
       by a central bank or other public institutions of or within the
       international banking community or

     - any currency unit or composite currency for the purposes for which it was
       established.

All payments of principal of, any premium and interest on, and any additional
amounts with respect to, any debt security that are payable in a Foreign
Currency that ceases to be used by the government or governments of issuance
will be made in U.S. dollars. (Section 1.1)

     In the event we effect covenant defeasance with respect to any debt
securities and such debt securities are declared due and payable because of the
occurrence of any Event of Default other than an Event of

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<PAGE>

Default with respect to any covenant as to which there has been covenant
defeasance, the amount in such Foreign Currency in which such debt securities
are payable, and Government Obligations on deposit with the trustee, will be
sufficient to pay amounts due on such debt securities at the time of the stated
maturity but may not be sufficient to pay amounts due on such debt securities at
the time of the acceleration resulting from such Event of Default. However, we
would remain liable to make payment of such amounts due at the time of
acceleration.

SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES

     The subordinated debt securities will, to the extent set forth in the
subordinated indenture, be subordinate in right of payment to the prior payment
in full of all Senior Indebtedness. (Section 16.1 of the subordinated
indentures). In the event of

     - any insolvency or bankruptcy case or proceeding, or any receivership,
       liquidation, reorganization or other similar case or proceeding in
       connection therewith, relative to us or to our creditors, as such, or to
       our assets, or

     - any voluntary or involuntary liquidation, dissolution or other winding up
       of ours, whether or not involving insolvency or bankruptcy, or

     - any assignment for the benefit of creditors or any other marshalling of
       assets and liabilities of ours,

then and in any such event the holders of Senior Indebtedness will be entitled
to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness, or provision will be made for such payment in cash,
before the holders of the subordinated debt securities are entitled to receive
or retain any payment on account of principal of, or any premium or interest on,
or any additional amounts with respect to, subordinated debt securities, and to
that end the holders of Senior Indebtedness will be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other Indebtedness of ours being subordinated to the payment of subordinated
debt securities, which may be payable or deliverable in respect of subordinated
debt securities in any such case, proceeding, dissolution, liquidation or other
winding up event. (Section 16.3 of the subordinated indentures)

     By reason of such subordination, in the event of our liquidation or
insolvency, holders of Senior Indebtedness and holders of other obligations of
ours that are not subordinated to Senior Indebtedness may recover more, ratably,
than the holders of subordinated debt securities.

     Subject to the payment in full of all Senior Indebtedness, the rights of
the holders of subordinated debt securities will be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of ours applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any additional amounts with
respect to, subordinated debt securities have been paid in full. (Section 16.4
of the subordinated indentures)

     No payment of principal, including redemption and sinking fund payments, of
or any premium or interest on or any additional amounts with respect to the
subordinated debt securities may be made

     - if any Senior Indebtedness of ours is not paid when due and any
       applicable grace period with respect to such default has ended and such
       default has not been cured or waived or ceased to exist, or

     - if the maturity of any Senior Indebtedness of ours has been accelerated
       because of a default. (Section 16.2 of the subordinated indentures)

     The subordinated indenture does not limit or prohibit us from incurring
additional Senior Indebtedness, which may include Indebtedness that is senior to
subordinated debt securities, but subordinate to our other obligations. The
senior debt securities will constitute Senior Indebtedness under the
subordinated indenture.

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<PAGE>

     The term "Senior Indebtedness" means all Indebtedness of ours outstanding
at any time, except

     - the subordinated debt securities,

     - indebtedness as to which, by the terms of the instrument creating or
       evidencing the same, it is provided that such Indebtedness is
       subordinated to or ranks equally with the subordinated debt securities,

     - Indebtedness of ours to an Affiliate of ours,

     - interest accruing after the filing of a petition initiating any
       bankruptcy, insolvency or other similar proceeding unless such interest
       is an allowed claim enforceable against us in a proceeding under federal
       or state bankruptcy laws,

     - trade accounts payable and

     - any Indebtedness, including all other debt securities and guarantees in
       respect of those debt securities, initially issued to

      (1) W. R. Berkley Capital Trust II or W. R. Berkley Capital Trust III or

      (2) any trust, partnership or other entity affiliated with us which is a
          financing vehicle of ours or any Affiliate of ours in connection with
          an issuance by such entity of preferred securities or other securities
          which are similar to the preferred securities described under
          "Description of Preferred Securities" below.

     Such Senior Indebtedness will continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.
(Sections 1.1 and 16.8 of the subordinated indentures)

     The subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of subordinated debt
securities, may be changed prior to such issuance. Any such change would be
described in the related prospectus supplement.

NEW YORK LAW TO GOVERN

     The W. R. Berkley indentures and the debt securities will be governed by,
and construed in accordance with, the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed
wholly in that state. (Section 1.13)

INFORMATION CONCERNING THE TRUSTEE

     We may from time to time borrow from, maintain deposit accounts with and
conduct other banking transactions with the trustee and its affiliates in the
ordinary course of business. The trustee will be named in the applicable
prospectus supplement.

     Under each W. R. Berkley indenture, the trustee may be required to transmit
annual reports to all holders regarding its eligibility and qualifications as
trustee under the applicable W. R. Berkley indenture and related matters.
(Section 7.3)

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<PAGE>

              DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON STOCK
                               OR PREFERRED STOCK

     The following statements with respect to the common stock warrants and
preferred stock warrants are summaries of, and subject to, the detailed
provisions of a stock warrant agreement to be entered into by us and a stock
warrant agent to be selected at the time of issue. The stock warrant agreement
may include or incorporate by reference standard warrant provisions
substantially in the forms of the Common Stock Warrant Agreement and the
Preferred Stock Warrant Agreement filed as exhibits to the registration
statement of which this prospectus forms a part.

GENERAL

     The stock warrants, evidenced by stock warrant certificates, may be issued
under the stock warrant agreement independently or together with any other
securities offered by any prospectus supplement and may be attached to or
separate from such other offered securities. If stock warrants are offered, the
related prospectus supplement will describe the designation and terms of the
stock warrants, including without limitation the following:

     - the offering price, if any;

     - the designation and terms of the common stock or preferred stock
       purchasable upon exercise of the stock warrants;

     - if applicable, the date on and after which the stock warrants and the
       related offered securities will be separately transferable;

     - the number of shares of common stock or preferred stock purchasable upon
       exercise of one stock warrant and the initial price at which such shares
       may be purchased upon exercise;

     - the date on which the right to exercise the stock warrants shall commence
       and the date on which such right shall expire;

     - a discussion of certain United States Federal income tax considerations;

     - the call provisions, if any;

     - the currency, currencies or currency units in which the offering price,
       if any, and exercise price are payable;

     - the antidilution provisions of the stock warrants; and

     - any other terms of the stock warrants.

     The shares of common stock or preferred stock issuable upon exercise of the
stock warrants will, when issued in accordance with the stock warrant agreement,
be fully paid and nonassessable.

EXERCISE OF STOCK WARRANTS

     Stock warrants may be exercised by surrendering to the stock warrant agent
the stock warrant certificate with the form of election to purchase on the
reverse thereof duly completed and signed by the warrantholder, or its duly
authorized agent, indicating the warrantholder's election to exercise all or a
portion of the stock warrants evidenced by the certificate. The signature must
be guaranteed by a bank or trust company, by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. or by a member of
a national securities exchange. Surrendered stock warrant certificates shall be
accompanied by payment of the aggregate exercise price of the stock warrants to
be exercised, as set forth in the related prospectus supplement, in lawful money
of the United States, unless otherwise provided in the related prospectus
supplement. Upon receipt thereof by the stock warrant agent, the stock warrant
agent will requisition from the transfer agent for the common stock or the
preferred stock, as the case may be, for issuance and delivery to or upon the
written order of the exercising warrantholder, a certificate representing the
number of shares of common stock or preferred stock purchased. If less than

                                        41
<PAGE>

all of the stock warrants evidenced by any stock warrant certificate are
exercised, the stock warrant agent shall deliver to the exercising warrantholder
a new stock warrant certificate representing the unexercised stock warrants.

ANTIDILUTION AND OTHER PROVISIONS

     The exercise price payable and the number of shares of common stock or
preferred stock purchasable upon the exercise of each stock warrant and the
number of stock warrants outstanding will be subject to adjustment in certain
events, including the issuance of a stock dividend to holders of common stock or
preferred stock, respectively, or a combination, subdivision or reclassification
of common stock or preferred stock, respectively. In lieu of adjusting the
number of shares of common stock or preferred stock purchasable upon exercise of
each stock warrant, we may elect to adjust the number of stock warrants. No
adjustment in the number of shares purchasable upon exercise of the stock
warrants will be required until cumulative adjustments require an adjustment of
at least 1% thereof. We may, at our option, reduce the exercise price at any
time. No fractional shares will be issued upon exercise of stock warrants, but
we will pay the cash value of any fractional shares otherwise issuable.
Notwithstanding the foregoing, in case of our consolidation, merger, or sale or
conveyance of our property as an entirety or substantially as an entirety, the
holder of each outstanding stock warrant shall have the right to the kind and
amount of shares of stock and other securities and property, including cash,
receivable by a holder of the number of shares of common stock or preferred
stock into which such stock warrants were exercisable immediately prior thereto.

NO RIGHTS AS STOCKHOLDERS

     Holders of stock warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of our
directors or any other matter, or to exercise any rights whatsoever as our
stockholders.

            DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES

     The following statements with respect to the debt warrants are summaries
of, and subject to, the detailed provisions of a debt warrant agreement to be
entered into by us and a debt warrant agent to be selected at the time of issue.
The debt warrant agreement may include or incorporate by reference standard
warrant provisions substantially in the form of the Debt Warrant Agreement filed
as an exhibit to the registration statement of which this prospectus forms a
part.

GENERAL

     The debt warrants, evidenced by debt warrant certificates, may be issued
under the debt warrant agreement independently or together with any other
securities offered by any prospectus supplement and may be attached to or
separate from such other offered securities. If debt warrants are offered, the
related prospectus supplement will describe the designation and terms of the
debt warrants, including without limitation the following:

     - the offering price, if any;

     - the designation, aggregate principal amount and terms of the debt
       securities purchasable upon exercise of the debt warrants;

     - if applicable, the date on and after which the debt warrants and the
       related offered securities will be separately transferable;

     - the principal amount of debt securities purchasable upon exercise of one
       debt warrant and the price at which such principal amount of debt
       securities may be purchased upon exercise;

     - the date on which the right to exercise the debt warrants shall commence
       and the date on which such right shall expire;

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<PAGE>

     - a discussion of certain United States Federal income tax considerations;

     - whether the warrants represented by the debt warrant certificates will be
       issued in registered or bearer form;

     - the currency, currencies or currency units in which the offering price,
       if any, and exercise price are payable;

     - the antidilution provisions of the debt warrants; and

     - any other terms of the debt warrants.

     Warrantholders will not have any of the rights of holders of debt
securities, including the right to receive the payment of principal of, any
premium or interest on, or any additional amounts with respect to, the debt
securities or to enforce any of the covenants of the debt securities or the
applicable W. R. Berkley indenture except as otherwise provided in the
applicable W. R. Berkley indenture.

EXERCISE OF DEBT WARRANTS

     Debt warrants may be exercised by surrendering the debt warrant certificate
at the office of the debt warrant agent, with the form of election to purchase
on the reverse side of the debt warrant certificate properly completed and
executed, and by payment in full of the exercise price, as set forth in the
related prospectus supplement. The signature must be guaranteed by a bank or
trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a national securities
exchange. Upon the exercise of debt warrants, we will issue the debt securities
in authorized denominations in accordance with the instructions of the
exercising warrantholder. If less than all of the debt warrants evidenced by the
debt warrant certificate are exercised, a new debt warrant certificate will be
issued for the remaining number of debt warrants.

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<PAGE>

                      DESCRIPTION OF PREFERRED SECURITIES

     Each trust will be governed by the terms of the applicable restated trust
agreement. Under the restated trust agreement of a trust, the trust may issue,
from time to time, only one series of preferred securities. The preferred
securities will have the terms set forth in the restated trust agreement or made
a part of the restated trust agreement by the Trust Indenture Act, and described
in the related prospectus supplement. These terms will mirror the terms of the
subordinated debt securities purchased by the trust using the proceeds from the
sale of its preferred securities and its common securities. The subordinated
debt securities issued to the trust will be guaranteed by us on a subordinated
basis and are referred to as the "corresponding subordinated debt securities"
relating to the trust. See "Use of Proceeds."

     The following summary sets forth the material terms and provisions of each
restated trust agreement and the preferred securities to which any prospectus
supplement relates. Because this summary is not complete, you should refer to
the form of restated trust agreement and to the Trust Indenture Act for complete
information regarding the terms and provisions of that agreement and of the
preferred securities, including the definitions of some of the terms used below.
The form of restated trust agreement filed as an exhibit to the registration
statement of which this prospectus forms a part is incorporated by reference in
this summary. Whenever particular sections or defined terms of a restated trust
agreement are referred to, such sections or defined terms are incorporated
herein by reference, and the statement in connection with which such reference
is made is qualified in its entirety by such reference.

ISSUANCE, STATUS AND GUARANTEE OF PREFERRED SECURITIES

     Under the terms of the restated trust agreement for each trust, the
administrative trustees will issue the preferred securities on behalf of the
trust. The preferred securities will represent preferred beneficial interests in
the trust and the holders of the preferred securities will be entitled to a
preference in certain circumstances as regards distributions and amounts payable
on redemption or liquidation over the common securities of the trust, as well as
other benefits under the corresponding restated trust agreement. The preferred
securities of each trust will rank equally, and payments will be made on the
preferred securities pro rata, with the common securities of the trust except as
described under "-- Subordination of Common Securities." The property trustee
will hold legal title to the corresponding subordinated debt securities in trust
for the benefit of the holders of the related preferred securities and common
securities. The common securities and the preferred securities of each trust are
collectively referred to as the "trust securities" of the trust.

     We will issue a guarantee agreement for the benefit of the holders of each
trust's preferred securities. Under such preferred securities guarantee, we will
guarantee on a subordinated basis payment of distributions on the related
preferred securities and amounts payable on redemption or liquidation of such
preferred securities, but only to the extent that the related trust has funds on
hand to make such payments. See "Description of Preferred Securities
Guarantees."

DISTRIBUTIONS

     Distributions on the preferred securities will be cumulative, will
accumulate from the original issue date and will be payable on the dates as
specified in the related prospectus supplement. In the event that any date on
which distributions are payable on the preferred securities is not a Business
Day, payment of the distribution payable on such date will be made on the next
succeeding day that is a Business Day, and without any additional distributions
or other payment in respect of any such delay, except that, if such Business Day
is in the next succeeding calendar year, payment of such distribution shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date such payment was originally payable. (Section
4.1) A "Business Day" is any day other than a Saturday or a Sunday, or a day on
which banking institutions in the City of New York are authorized or required by
law or executive order to remain closed or a day on which the principal
corporate trust office of the property trustee or the trustee for the
corresponding subordinated debt securities is closed for business. (Section 1.1)

                                        44
<PAGE>

     Distributions on each preferred security will be payable at a rate
specified in the related prospectus supplement. The amount of distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months unless otherwise specified in the related prospectus supplement.
Distributions to which holders of preferred securities are entitled will
accumulate additional distributions at the rate per annum if and as specified in
the related prospectus supplement. (Section 4.1). References to "distributions"
include any such additional distributions unless otherwise stated.

     If provided in the applicable prospectus supplement, we have the right
under the subordinated indenture to defer the payment of interest at any time or
from time to time on any series of corresponding subordinated debt securities
for an Extension Period which will be specified in the related prospectus
supplement. No Extension Period may extend beyond the stated maturity of the
corresponding subordinated debt securities. See "Description of Debt
Securities -- Option to Extend Interest Payment Date." As a consequence of any
such extension, distributions on the corresponding preferred securities would be
deferred, but would continue to accumulate additional distributions at the rate
per annum set forth in the prospectus supplement for such preferred securities,
by the trust which issued such preferred securities during any such Extension
Period. (Section 4.1)

     The funds of each trust available for distribution to holders of its
preferred securities will be limited to payments under the corresponding
subordinated debt securities in which the trust will invest the proceeds from
the issuance and sale of its trust securities. If we do not make interest
payments on those corresponding subordinated debt securities, the property
trustee will not have funds available to pay distributions on the related
preferred securities. The payment of distributions, if and to the extent the
trust has funds legally available for the payment of such distributions and cash
sufficient to make such payments, is guaranteed by us on a limited basis as set
forth herein under "Description of Preferred Securities Guarantees."

     Distributions on the preferred securities will be payable to the holders
thereof as they appear on the register of the trust on the relevant record
dates. As long as the preferred securities remain in book-entry form, the record
dates will be one Business Day prior to the relevant distribution dates. Subject
to any applicable laws and regulations and the provisions of the applicable
restated trust agreement, each distribution payment will be made as described
under "Global Preferred Securities." In the event any preferred securities are
not in book-entry form, the relevant record date for such preferred securities
will be the date at least 15 days prior to the relevant distribution date, as
specified in the related prospectus supplement. (Section 4.1)

REDEMPTION OR EXCHANGE

     Mandatory Redemption.  Upon any repayment or redemption, in whole or in
part, of any corresponding subordinated debt securities held by a trust, whether
at stated maturity, upon earlier redemption or otherwise, the proceeds from such
repayment or redemption shall simultaneously be applied by the property trustee,
upon not less than 30 nor more than 60 days notice to holders of trust
securities, to redeem, on a pro rata basis, preferred securities and common
securities having an aggregate stated liquidation amount equal to the aggregate
principal amount of the corresponding subordinated debt securities so repaid or
redeemed. The redemption price per trust security will be equal to the stated
liquidation amount thereof plus accumulated and unpaid distributions thereon to
the date of redemption, plus the related amount of premium, if any, and any
additional amounts paid by us upon the concurrent repayment or redemption of the
corresponding subordinated debt securities. (Section 4.2) If less than all of
any series of corresponding subordinated debt securities are to be repaid or
redeemed on a redemption date, then the proceeds from such repayment or
redemption shall be allocated to the redemption pro rata of the related
preferred securities and the common securities. (Section 4.2)

                                        45
<PAGE>

     We will have the right to redeem any series of corresponding subordinated
debt securities

     - at any time, in whole but not in part, upon the occurrence of a Special
       Event and subject to the further conditions described under "Description
       of Debt Securities -- Redemption," or

     - as may be otherwise specified in the applicable prospectus supplement.

     Special Event Redemption or Distribution of Corresponding Subordinated Debt
Securities.  If a Special Event relating to the preferred securities and common
securities of a trust shall occur and be continuing, we have the right to redeem
the corresponding subordinated debt securities, in whole but not in part, and
thereby cause a mandatory redemption of such preferred securities and common
securities, in whole but not in part, at the redemption price within 90 days
following the occurrence of the Special Event. At any time, we have the right to
dissolve the related trust and after satisfaction of the liabilities of
creditors of such trust as provided by applicable law, cause such corresponding
subordinated debt securities to be distributed to the holders of such preferred
securities and common securities in liquidation of the trust. If we do not elect
to redeem the corresponding subordinated debt securities upon the occurrence of
a Special Event, the applicable preferred securities will remain outstanding,
and in the event a Tax Event has occurred and is continuing, Additional Sums may
be payable on the corresponding subordinated debt securities. "Additional Sums"
means the additional amounts as may be necessary in order that the amount of
distributions then due and payable by a trust on the outstanding preferred
securities and common securities of the trust shall not be reduced as a result
of any additional taxes, duties and other governmental charges to which the
trust has become subject as a result of a Tax Event. (Section 1.1)

     On and from the date fixed for any distribution of corresponding
subordinated debt securities upon dissolution of a trust

     - the trust securities will no longer be deemed to be outstanding,

     - the depositary or its nominee, as the record holder of the applicable
       preferred securities, will receive a registered global certificate or
       certificates representing the corresponding subordinated debt securities
       to be delivered upon such distribution and

     - any certificates representing such preferred securities not held by the
       depositary or its nominee will be deemed to represent beneficial
       interests in the corresponding subordinated debt securities having an
       aggregate principal amount equal to the aggregate stated liquidation
       amount of such preferred securities, and bearing accrued and unpaid
       interest in an amount equal to the accrued and unpaid distributions on
       such preferred securities until such certificates are presented to the
       administrative trustees or their agent for transfer or reissuance.
       (Section 4.2)

     We cannot predict the market prices for the preferred securities or the
corresponding subordinated debt securities that may be distributed in exchange
for preferred securities if a dissolution and liquidation of a trust were to
occur. Accordingly, the preferred securities that you may purchase, or the
corresponding subordinated debt securities that you may receive on dissolution
and liquidation of a trust, may trade at a discount to the price that you paid
to purchase the preferred securities.

REDEMPTION PROCEDURES

     Preferred securities redeemed on each redemption date shall be redeemed at
the redemption price with the applicable proceeds from the contemporaneous
redemption of the corresponding subordinated debt securities. Redemptions of the
preferred securities shall be made and the redemption price shall be payable on
each redemption date only to the extent that the related trust has funds on hand
available for the payment of such redemption price. See also "-- Subordination
of Common Securities."

     If a trust gives a notice of redemption, which notice will be irrevocable,
in respect of its preferred securities, then, by 12:00 noon, New York City time,
on the redemption date, to the extent funds are available, the property trustee
will deposit irrevocably with the depositary for the preferred securities funds
sufficient to pay the applicable redemption price and will give the depositary
irrevocable instructions and authority to pay the redemption price to the
holders of such preferred securities. If such preferred

                                        46
<PAGE>

securities are no longer in book-entry form, the property trustee, to the extent
funds are available, will irrevocably deposit with the paying agent for such
preferred securities funds sufficient to pay the applicable redemption price and
will give such paying agent irrevocable instructions and authority to pay the
redemption price to the holders thereof upon surrender of their certificates
evidencing such preferred securities. Notwithstanding the foregoing,
distributions payable on or prior to the redemption date for any preferred
securities called for redemption shall be payable to the holders of such
preferred securities on the relevant record dates for the related distribution
dates. If notice of redemption shall have been given and funds deposited as
required, then immediately prior to the close of business on the date of such
deposit, all rights of the holders of such preferred securities so called for
redemption will cease, except the right of the holders of such preferred
securities to receive the redemption price, but without interest, and such
preferred securities will cease to be outstanding. In the event that any date on
which any redemption price is payable is not a Business Day, then payment of the
redemption price payable on such date will be made on the next succeeding day
which is a Business Day, and without any interest or other payment in respect of
any such delay, except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. In the event
that payment of the redemption price in respect of preferred securities called
for redemption is improperly withheld or refused and not paid either by the
related trust or by us pursuant to the preferred securities guarantee as
described under "Description of Preferred Securities Guarantees", distributions
on such preferred securities will continue to accumulate at the then applicable
rate, from the redemption date originally established by the trust for such
preferred securities to the date such redemption price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the redemption price.

     Subject to applicable law, including, without limitation, United States
Federal securities law, we or our subsidiaries may at any time and from time to
time purchase outstanding preferred securities by tender, in the open market or
by private agreement.

     Payment of the redemption price on the preferred securities shall be made
to the applicable recordholders as they appear on the register for such
preferred securities on the relevant record date, which shall be one Business
Day prior to the relevant redemption date; provided, however, that in the event
that any preferred securities are not in book-entry form, the relevant record
date for such preferred securities shall be a date at least 15 days prior to the
redemption date, as specified in the applicable prospectus supplement.

     If less than all of the preferred securities and common securities issued
by a trust are to be redeemed on a redemption date, then the aggregate
liquidation amount of such preferred securities and common securities to be
redeemed shall be allocated pro rata to the preferred securities and the common
securities based upon the relative liquidation amounts of such classes. The
particular preferred securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the redemption date by the property trustee
from the outstanding preferred securities not previously called for redemption,
or by such other method as the property trustee shall deem fair and appropriate.
The property trustee shall promptly notify the trust registrar in writing of the
preferred securities selected for redemption and, in the case of any preferred
securities selected for partial redemption, the liquidation amount thereof to be
redeemed. For all purposes of each restated trust agreement, unless the context
otherwise requires, all provisions relating to the redemption of preferred
securities shall relate, in the case of any preferred securities redeemed or to
be redeemed only in part, to the portion of the liquidation amount of preferred
securities which has been or is to be redeemed.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of trust securities to be
redeemed at its registered address. Unless we default in payment of the
redemption price on the corresponding subordinated debt securities, on and after
the redemption date interest will cease to accrue on such subordinated debt
securities or portions thereof called for redemption and distributions will
cease to accrue on the related preferred securities or portions thereof.
(Section 4.2)

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<PAGE>

SUBORDINATION OF COMMON SECURITIES

     Payment of distributions on, and the redemption price of, each trust's
preferred securities and common securities, as applicable, shall be made pro
rata based on the liquidation amount of such preferred securities and common
securities; provided, however, that if on any distribution date or redemption
date an event of default under the corresponding subordinated debt securities
shall have occurred and be continuing, no payment of any distribution on, or
redemption price of, any of the trust's common securities, and no other payment
on account of the redemption, liquidation or other acquisition of such common
securities, shall be made unless payment in full in cash of all accumulated and
unpaid distributions on all of the trust's outstanding preferred securities for
all distribution periods terminating on or prior thereto, or in the case of
payment of the redemption price the full amount of such redemption price on all
of the trust's outstanding preferred securities then called for redemption,
shall have been made or provided for, and all funds available to the property
trustee shall first be applied to the payment in full in cash of all
distributions on, or redemption price of, the trust's preferred securities then
due and payable.

     In the case of any Event of Default under the restated trust agreement
resulting from an event of default under the corresponding subordinated debt
securities, the holder of such trust's common securities will be deemed to have
waived any right to act with respect to any such Event of Default under the
applicable restated trust agreement until the effect of all such Events of
Default with respect to such preferred securities have been cured, waived or
otherwise eliminated. Until any such Events of Default under the applicable
restated trust agreement with respect to the preferred securities have been so
cured, waived or otherwise eliminated, the property trustee shall act solely on
behalf of the holders of such preferred securities and not on behalf of the
holder of the trust's common securities, and only the holders of such preferred
securities will have the right to direct the property trustee to act on their
behalf. (Section 4.3)

LIQUIDATION DISTRIBUTION UPON DISSOLUTION OF EACH TRUST

     Pursuant to each restated trust agreement, each trust shall automatically
dissolve upon expiration of its term and shall dissolve on the first to occur
of:

     1. certain events of our bankruptcy, dissolution or liquidation;

     2. the distribution to the holders of its trust securities of corresponding
        subordinated debt securities having an aggregate principal amount equal
        to the aggregate stated liquidation amount of the trust securities, if
        we, as Depositor, have given written direction to the property trustee
        to dissolve such trust, which direction is optional and wholly within
        our discretion, as Depositor;

     3. the redemption of all of the trust's trust securities following a
        Special Event;

     4. the redemption of all of the trust's preferred securities as described
        under "Description of Preferred Securities -- Redemption or
        Exchange -- Mandatory Redemption"; and

     5. the entry of an order for the dissolution of the trust by a court of
        competent jurisdiction. (Section 9.2)

     If an early dissolution occurs as described in clause (1), (2) or (5) above
or upon the date designated for automatic dissolution of the trust, the trust
shall be liquidated by the trustees as expeditiously as the trustees determine
to be possible by distributing, after satisfaction of liabilities to creditors
of such trust as provided by applicable law, to the holders of such trust
securities corresponding subordinated debt securities having an aggregate
principal amount equal to the aggregate stated liquidation amount of the trust
securities. However, if such distribution is determined by the property trustee,
in consultation with us, not to be practical, such holders will be entitled to
receive out of the assets of the trust available for distribution to holders,
after satisfaction of liabilities to creditors of the trust as provided by
applicable law, an amount equal to, in the case of holders of preferred
securities, the aggregate of the liquidation amount plus accumulated and unpaid
distributions thereon to the date of payment. If such Liquidation Distribution
can be paid only in part because such trust has insufficient assets available to
pay

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<PAGE>

in full the aggregate Liquidation Distribution, then the amounts payable
directly by such trust on its preferred securities shall be paid on a pro rata
basis. Holders of such trust's common securities will be entitled to receive
distributions upon any such liquidation pro rata with the holders of its
preferred securities, except that if an event of default under the corresponding
subordinated debt securities has occurred and is continuing, the preferred
securities shall have a priority over the common securities. (Section 9.4)

EVENTS OF DEFAULT; NOTICE

     Any one of the following events constitutes an "Event of Default" under
each restated trust agreement with respect to the applicable preferred
securities, whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body:

     (1) the occurrence of an event of default in respect of the corresponding
         subordinated debt securities (see "Description of Debt
         Securities -- Events of Default"); or

     (2) default by the property trustee in the payment of any distribution when
         it becomes due and payable, and continuation of such default for a
         period of 30 days; or

     (3) default by the property trustee in the payment of any redemption price
         of any trust security when it becomes due and payable; or

     (4) default in the performance, or breach, in any material respect, of any
         covenant or warranty of the trustees in such restated trust agreement,
         other than a covenant or warranty a default in the performance of which
         or the breach of which is dealt with in clause (2) or (3) above, and
         continuation of such default or breach for a period of 60 days after
         there has been given, by registered or certified mail, to the
         defaulting trustee or trustees by the holders of at least 25% in
         aggregate liquidation preference of the outstanding preferred
         securities of the applicable trust, a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" under such restated trust agreement; or

     (5) the occurrence of certain events of bankruptcy or insolvency with
         respect to the property trustee and the failure by the holder of the
         common securities of the applicable trust to appoint a successor
         property trustee within 60 days thereof. (Section 1.1)

     Within five Business Days after the occurrence of any Event of Default
actually known to the property trustee, the property trustee shall transmit
notice of such Event of Default to the holders of such trust's preferred
securities, the administrative trustees and to us, as Depositor, unless such
Event of Default shall have been cured or waived. We, as Depositor, and the
administrative trustees are required to file annually with the property trustee
a certificate as to whether or not we and the administrative trustees are in
compliance with all the conditions and covenants applicable to us and the
administrative trustees under each restated trust agreement. (Sections 8.15 and
8.16)

     If an event of default under the corresponding subordinated debt securities
has occurred and is continuing, the preferred securities shall have a preference
over the common securities upon dissolution of each trust as described above.
See "-- Liquidation Distribution Upon Dissolution of a Trust." The existence of
an Event of Default under the restated trust agreement does not entitle the
holders of preferred securities to accelerate the maturity thereof.

REMOVAL OF TRUSTEES

     Unless an event of default under the corresponding subordinated debt
securities shall have occurred and be continuing, any trustee may be removed at
any time by the holder of the common securities. If an event of default under
the corresponding subordinated debt securities has occurred and is continuing,
the property trustee and the Delaware trustee may be removed at such time by the
holders of a majority in

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<PAGE>

liquidation amount of the outstanding preferred securities. In no event will the
holders of the preferred securities have the right to vote to appoint, remove or
replace the administrative trustees, which voting rights are vested exclusively
in the holder of the common securities. No resignation or removal of a trustee
and no appointment of a successor trustee shall be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the applicable restated trust agreement. (Section 8.10)

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the property of any
trust may at the time be located, the holder of the common securities and the
administrative trustees shall have power to appoint one or more persons either
to act as a co-trustee, jointly with the property trustee, of all or any part of
the property of any trust, or to act as separate trustee of any such property,
in either case with such powers as may be provided in the instrument of
appointment, and to vest in such person or persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of the applicable restated trust agreement. In case an event of
default under the corresponding subordinated debt securities has occurred and is
continuing, the property trustee alone shall have power to make such
appointment. (Section 8.9)

MERGER OR CONSOLIDATION OF TRUSTEES

     Any corporation into which the property trustee, the Delaware trustee or
any administrative trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such trustee shall be a
party shall be the successor of such trustee under each restated trust
agreement, provided such corporation shall be otherwise qualified and eligible.
(Section 8.12)

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUSTS

     A trust may not merge with or into, convert into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other entity, except as
described below or as described in "Liquidation Distribution Upon Dissolution of
a Trust." A trust may, at our request, with the consent of only the
administrative trustees and without the consent of the holders of the preferred
securities, merge with or into, convert into, consolidate, amalgamate, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to a trust organized as such under the laws of any State,
provided, that

     - such successor entity either

      (a) expressly assumes all of the obligations of such trust with respect to
          the preferred securities or

      (b) substitutes for the preferred securities other securities having
          substantially the same terms as the preferred securities so long as
          such successor securities rank the same as the preferred securities
          rank in priority with respect to distributions and payments upon
          liquidation, redemption and otherwise,

     - we expressly appoint a trustee of such successor entity possessing the
       same powers and duties as the property trustee as the holder of the
       corresponding subordinated debt securities,

     - the successor securities are listed or traded, or any successor
       securities will be listed upon notification of issuance, on any national
       securities exchange or other organization on which the preferred
       securities are then listed or traded, if any,

     - such merger, conversion, consolidation, amalgamation, replacement,
       conveyance, transfer or lease does not cause the preferred securities,
       including any successor securities, to be downgraded by any nationally
       recognized statistical rating organization,

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<PAGE>

     - such merger, conversion, consolidation, amalgamation, replacement,
       conveyance, transfer or lease does not adversely affect the rights,
       preferences and privileges of the holders of the preferred securities,
       including any successor securities, in any material respect,

     - such successor entity has a purpose substantially identical to that of
       the trust,

     - prior to such merger, conversion, consolidation, amalgamation,
       replacement, conveyance, transfer or lease, we have received an opinion
       from independent counsel to the trust experienced in such matters to the
       effect that

      (a) such merger, conversion, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the holders of the preferred securities,
          including any successor securities, in any material respect, and

      (b) following such merger, conversion, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, neither the trust nor any
          successor entity will be required to register as an "investment
          company" under the Investment Company Act, and

     - we or any permitted successor or assignee own all of the common
       securities of such successor entity and guarantee the obligations of such
       successor entity under the successor securities at least to the extent
       provided by the preferred securities guarantee.

     Notwithstanding the foregoing, a trust shall not, except with the consent
of holders of 100% in liquidation amount of the preferred securities,
consolidate, amalgamate, merge with or into, convert into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, convert into, or replace it if such consolidation, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the trust or the
successor entity to be classified as other than a grantor trust for United
States Federal income tax purposes. (Section 9.5)

VOTING AND PREEMPTIVE RIGHTS

     Except as provided below and under "Description of Preferred Securities
Guarantees -- Amendments and Assignment" and as otherwise required by law and
the applicable restated trust agreement, the holders of the preferred securities
will have no voting rights. Holders of the preferred securities have no
preemptive or similar rights. (Section 6.1)

AMENDMENT OF RESTATED TRUST AGREEMENTS

     Each restated trust agreement may be amended from time to time by us and
the trustees, without the consent of the holders of the trust securities:

     1. to cure any ambiguity, correct or supplement any provisions in such
        restated trust agreement that may be inconsistent with any other
        provision, or to make any other provisions with respect to matters or
        questions arising under such restated trust agreement, which shall not
        be inconsistent with the other provisions of such restated trust
        agreement, or

     2. to modify, eliminate or add to any provisions of such restated trust
        agreement to such extent as shall be necessary to ensure that the trust
        will be classified for United States Federal income tax purposes as a
        grantor trust at all times that any trust securities are outstanding or
        to ensure that the trust will not be required to register as an
        "investment company" under the Investment Company Act;

provided, however, that in the case of clause (1), such action shall not
adversely affect in any material respect the interests of any holder of trust
securities. Any such amendments of a restated trust agreement shall become
effective when notice thereof is given to the holders of trust securities of the
applicable trust.

     Each restated trust agreement may be amended by us and the trustees with
the consent of holders representing not less than a majority, based upon
liquidation amounts, of the outstanding trust securities,

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<PAGE>

and receipt by the trustees of an opinion of counsel to the effect that such
amendment or the exercise of any power granted to the trustees in accordance
with such amendment will not affect the trust's status as a grantor trust for
United States Federal income tax purposes or the trust's exemption from status
as an "investment company" under the Investment Company Act. However, without
the consent of each holder of trust securities, such restated trust agreement
may not be amended to:

     - change the amount or timing of any distribution on the trust securities
       or otherwise adversely affect the amount of any distribution required to
       be made in respect of the trust securities as of a specified date, or

     - restrict the right of a holder of trust securities to institute suit for
       the enforcement of any such payment on or after such date. (Section 10.2)

     So long as any corresponding subordinated debt securities are held by the
property trustee, the trustees shall not:

     - direct the time, method and place of conducting any proceeding for any
       remedy available to the trustee, or executing any trust or power
       conferred on the property trustee with respect to such corresponding
       subordinated debt securities,

     - waive any past default that is waivable under Section 5.13 of the
       subordinated indentures (as described in "Description of the Debt
       Securities -- Modification and Waiver"),

     - exercise any right to rescind or annul a declaration that the principal
       of all the subordinated debt securities shall be due and payable, or

     - consent to any amendment, modification or termination of the subordinated
       indenture or such corresponding subordinated debt securities, where such
       consent shall be required,

without, in each case, obtaining the prior approval of the holders of a majority
in aggregate liquidation amount of all outstanding preferred securities.

     However, where a consent under the subordinated indenture would require the
consent of each holder of corresponding subordinated debt securities affected
thereby, no such consent shall be given by the property trustee without the
prior consent of each holder of the corresponding preferred securities. The
trustees shall not revoke any action previously authorized or approved by a vote
of the holders of the preferred securities except by subsequent vote of the
holders of the preferred securities. The property trustee shall notify each
holder of preferred securities of any notice of default with respect to the
corresponding subordinated debt securities. In addition to obtaining the
foregoing approvals of the holders of the preferred securities, prior to taking
any of the foregoing actions, the trustees shall obtain an opinion of counsel
experienced in such matters to the effect that the trust will not be classified
as a corporation for United States Federal income tax purposes on account of
such action. (Section 6.1)

     Any required approval or action of holders of preferred securities may be
given or taken at a meeting of holders of preferred securities convened for such
purpose or pursuant to written consent. The property trustee will cause a notice
of any meeting at which holders of preferred securities are entitled to vote to
be given to each holder of record of preferred securities in the manner set
forth in each restated trust agreement. (Sections 6.2, 6.3 and 6.6)

     No vote or consent of the holders of preferred securities will be required
for a trust to redeem and cancel its preferred securities in accordance with the
applicable restated trust agreement.

     Notwithstanding that holders of preferred securities are entitled to vote
or consent under any of the circumstances described above, any of the preferred
securities that are owned by us, the trustees or any affiliate of ours or any
trustees, shall, for purposes of such vote or consent, be treated as if they
were not outstanding.

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<PAGE>

GLOBAL PREFERRED SECURITIES

     The preferred securities of a trust may be issued in whole or in part in
the form of one or more global preferred securities that will be deposited with,
or on behalf of, the depositary identified in the prospectus supplement.

     The specific terms of the depositary arrangement with respect to the
preferred securities of a trust will be described in the related prospectus
supplement. We anticipate that the following provisions will generally apply to
depositary arrangements.

     Upon the issuance of a global preferred security, and the deposit of such
global preferred security with or on behalf of the depositary, the depositary
for such global preferred security or its nominee will credit, on its book-entry
registration and transfer system, the respective aggregate liquidation amounts
of the individual preferred securities represented by such global preferred
securities to the accounts of participants. Such accounts shall be designated by
the underwriters or agents with respect to such preferred securities or by us if
such preferred securities are offered and sold directly by us. Ownership of
beneficial interests in a global preferred security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests in such global preferred security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the depositary or its nominee with respect to interests of participants, and
the records of participants with respect to interests of persons who hold
through participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global preferred security.

     So long as the depositary for a global preferred security, or its nominee,
is the registered owner of such global preferred security, such depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the preferred securities represented by such global preferred security for all
purposes under the restated trust agreement governing such preferred securities.
Except as provided below, owners of beneficial interests in a global preferred
security will not be entitled to have any of the individual preferred securities
represented by such global preferred security registered in their names, will
not receive or be entitled to receive physical delivery of any such preferred
securities in definitive form and will not be considered the owners or holders
thereof under the restated trust agreement.

     Payments of any liquidation amount, premium or distributions in respect of
individual preferred securities registered in the name of a depositary or its
nominee will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global preferred security representing such
preferred securities. None of W. R. Berkley, the property trustee, any paying
agent, or the securities registrar for such preferred securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the global
preferred security representing such preferred securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     We expect that the depositary or its nominee, upon receipt of any payment
in respect of a global preferred security representing any trust's preferred
securities, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interest in the aggregate
liquidation amount of such global preferred security for such preferred
securities as shown on the records of such depositary or its nominee. We also
expect that payments by participants to owners of beneficial interests in such
global preferred security held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of such participants.

     Unless otherwise specified in the applicable prospectus supplement, the
restated trust agreement of each trust will provide that

     - if we advise the trustees in writing that the depositary is no longer
       willing or able to act as depositary and we fail to appoint a qualified
       successor within 90 days,

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<PAGE>

     - we at our option advise the trustees in writing that we elect to
       terminate the book-entry system through the depositary or

     - after the occurrence of an event of default under the corresponding
       subordinated debt securities, owners of preferred securities representing
       at least a majority of liquidation amount of such preferred securities
       advise the property trustee in writing that the continuation of a
       book-entry system through the depositary is no longer in their best
       interests,

then the global preferred securities will be exchanged for preferred securities
in definitive form in accordance with the instructions of the depositary. It is
expected that such instructions may be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in global preferred securities. Individual preferred securities so issued will
be issued in authorized denominations.

PAYMENT AND PAYING AGENCY

     Payments in respect of the preferred securities shall be made to the
depositary, which shall credit the relevant accounts at the depositary on the
applicable distribution dates or, if any trust's preferred securities are not
held by the depositary, such payments shall be made by check mailed to the
address of the holder entitled thereto as such address shall appear on the
register of such trust. Unless otherwise specified in the applicable prospectus
supplement, the paying agent shall initially be the property trustee and any
copaying agent chosen by the property trustee and acceptable to us and the
administrative trustees. The paying agent shall be permitted to resign as paying
agent upon 30 days' written notice to us and the property trustee. In the event
the property trustee shall no longer be the paying agent, the administrative
trustees shall appoint a successor, which shall be a bank or trust company
acceptable to the administrative trustees and us, to act as paying agent.
(Section 5.9)

REGISTRAR AND TRANSFER AGENT

     Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the preferred
securities.

     Registration of transfers of preferred securities will be effected without
charge by or on behalf of each trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. The trusts will not be required to register or cause to be registered
the transfer of their preferred securities after such preferred securities have
been called for redemption. (Section 5.4)

INFORMATION CONCERNING THE PROPERTY TRUSTEE

     The property trustee, other than during the occurrence of and continuation
of a default by us in performance of any trust-issued subordinated indenture,
undertakes to perform, without negligence, acting in bad faith or willful
misconduct, only those duties specifically set forth in each restated trust
agreement, provided that it must exercise the same degree of care as a prudent
person would exercise in the conduct of his or her own affairs after default
with respect to any trust-issued subordinated indenture. Subject to this
provision, the property trustee is under no obligation to exercise any of the
powers vested in it by the applicable restated trust agreement at the request of
any holder of preferred securities unless it is offered indemnity reasonably
satisfactory to the property trustee against the costs, expenses and liabilities
that might be incurred thereby. If in performing its duties under the restated
trust agreement, the property trustee is required to decide between alternative
causes of action, construe ambiguous provisions in the applicable restated trust
agreement or is unsure of the application of any provision of the applicable
restated trust agreement, and the matter is not one on which holders of
preferred securities are entitled under such restated trust agreement to vote,
then the property trustee shall take such action as is directed by us. If it is
not so directed, the property trustee shall take such action as it deems
advisable and in the best interests of the holders of the trust securities and
will have no liability except for its own bad faith, negligence or willful
misconduct.

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<PAGE>

ADMINISTRATIVE TRUSTEES

     The administrative trustees are authorized and directed to conduct the
affairs of and to operate the trusts in such a way that no trust will be deemed
to be an "investment company" required to be registered under the Investment
Company Act or classified as an association taxable as a corporation for United
States Federal income tax purposes and so that the corresponding subordinated
debt securities will be treated as our indebtedness for United States Federal
income tax purposes. In this connection, we and the administrative trustees are
authorized to take any action, not inconsistent with applicable law, the
certificate of trust of each trust or each restated trust agreement, that we and
the administrative trustees determine in our and their discretion to be
necessary or desirable for such purposes, as long as such action does not
materially adversely affect the interests of the holders of the related
preferred securities.

                 DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

     Concurrently with the issuance by each trust of its preferred securities,
we will execute and deliver a preferred securities guarantee for the benefit of
the holders from time to time of such preferred securities. The property trustee
will act as indenture trustee under each preferred securities guarantee for the
purposes of compliance with the Trust Indenture Act, and each preferred
securities guarantee will be qualified as an indenture under the Trust Indenture
Act. In this prospectus, we refer to the property trustee acting as indenture
trustee under each preferred securities guarantee as the "guarantee trustee."
Because the following summary of certain provisions of the preferred securities
guarantees is not complete, you should refer to the form of preferred securities
guarantee and the Trust Indenture Act for more complete information regarding
the provisions of each preferred securities guarantee, including the definitions
of some of the terms used below. The form of the preferred securities guarantee
has been filed as an exhibit to the registration statement of which this
prospectus forms a part and is incorporated by reference in this summary.
Whenever particular sections or defined terms of a preferred securities
guarantee are referred to, such sections or defined terms are incorporated
herein by reference, and the statement in connection with which such reference
is made is qualified in its entirety by such reference. Reference in this
summary to preferred securities means the trust's preferred securities to which
a preferred securities guarantee relates. The guarantee trustee will hold each
preferred securities guarantee for the benefit of the holders of the related
trust's preferred securities.

GENERAL

     We will irrevocably agree to pay in full on a subordinated basis, to the
extent described herein, the Guarantee Payments, as defined below, without
duplication of amounts theretofore paid by or on behalf of the trust, to the
holders of the preferred securities, as and when due, regardless of any defense,
right of setoff or counterclaim that the trust may have or assert other than the
defense of payment. The following Guarantee Payments with respect to the
preferred securities, to the extent not paid by or on behalf of the related
trust, will be subject to the preferred securities guarantee:

     - any accrued and unpaid distributions required to be paid on such
       preferred securities, to the extent that the trust has funds on hand
       available for payment at such time,

     - the redemption price, including all accrued and unpaid distributions to
       the redemption date, with respect to any preferred securities called for
       redemption, to the extent that the trust has funds on hand available for
       payment at such time, and

     - upon a voluntary or involuntary dissolution, winding up or liquidation of
       the trust, unless the corresponding subordinated debt securities are
       distributed to holders of such preferred securities, the lesser of

      (a) the Liquidation Distribution, to the extent such trust has funds
          available for payment at such time and

                                        55
<PAGE>

      (b) the amount of assets of such trust remaining available for
          distribution to holders of preferred securities.

     Our obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by us to the holders of the applicable preferred
securities or by causing the trust to pay such amounts to such holders. (Section
5.1)

     Each preferred securities guarantee will be an irrevocable guarantee on a
subordinated basis of the related trust's payment obligations under the
preferred securities, but will apply only to the extent that such related trust
has funds sufficient to make such payments. Each preferred securities guarantee
is, to that extent, a guarantee of payment and not a guarantee of collection.

     If we do not make interest payments on the corresponding subordinated debt
securities held by a trust, the trust will not be able to pay distributions on
the preferred securities and will not have funds legally available for payment.
Each preferred securities guarantee will rank subordinate and junior in right of
payment to all other Indebtedness of ours, including all debt securities, except
those ranking equally or subordinate by their terms. See "-- Status of the
Preferred Securities Guarantees." Because we are a holding company, our rights
and the rights of our stockholders and creditors, including the holders of
preferred securities who are creditors of ours by virtue of the preferred
securities guarantee, to participate in any distribution of assets of any
subsidiary upon such subsidiary's liquidation or reorganization or otherwise
would be subject to the prior claims of the subsidiary's creditors, except to
the extent that we may ourselves be a creditor with recognized claims against
the subsidiary. The right of creditors of ours, including the holders of
preferred securities who are creditors of ours by virtue of the preferred
securities guarantee, to participate in the distribution of stock owned by us in
certain of our subsidiaries, including our insurance subsidiaries, may also be
subject to approval by certain insurance regulatory authorities having
jurisdiction over such subsidiaries. Except as otherwise provided in the
applicable prospectus supplement, the preferred securities guarantees do not
limit our ability to incur or issue other secured or unsecured debt, whether
under an indenture or otherwise.

     Our obligations described herein and in any accompanying prospectus
supplement, through the applicable preferred securities guarantee, the
applicable restated trust agreement, the subordinated indenture and any
supplemental indentures thereto and the expense agreement described below, taken
together, constitute a full, irrevocable and unconditional guarantee by us of
payments due on the preferred securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents constitutes
such guarantee. It is only the combined operation of these documents that has
the effect of providing a full, irrevocable and unconditional guarantee of the
trust's obligations under the preferred securities. See "The Trusts,"
"Description of Preferred Securities," and "Description of Debt Securities."

STATUS OF THE PREFERRED SECURITIES GUARANTEES

     Each preferred securities guarantee will constitute an unsecured obligation
of ours and will rank subordinate and junior in right of payment to all other
Indebtedness of ours, except those ranking equally or subordinate by their
terms. (Section 6.2)

     Each preferred securities guarantee will rank equally with all other
similar preferred securities guarantees issued by us on behalf of holders of
preferred securities of any trust, partnership or other entity affiliated with
us which is a financing vehicle of ours. (Section 6.3). Each preferred
securities guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under the preferred
securities guarantee without first instituting a legal proceeding against any
other person or entity (Section 5.4). Each preferred securities guarantee will
not be discharged except by payment of the Guarantee Payments in full to the
extent not paid by the trust or upon distribution to the holders of the
preferred securities of the corresponding subordinated debt securities. None of
the preferred securities guarantees places a limitation on the amount of
additional Indebtedness that may be incurred by us. We expect from time to time
to incur additional Indebtedness that will rank senior to the preferred
securities guarantees.

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PAYMENT OF ADDITIONAL AMOUNTS

     We will make all Guarantee Payments pursuant to the preferred securities
guarantee without withholding or deduction at source for, or on account of, any
present or future taxes, fees, duties, assessments or governmental charges of
whatever nature imposed or levied by or on behalf of a taxing jurisdiction or
any political subdivision or taxing authority thereof or therein, unless such
taxes, fees, duties, assessments or governmental charges are required to be
withheld or deducted by

     - the laws, or any regulations or rulings promulgated thereunder, of a
       taxing jurisdiction or any political subdivision or taxing authority
       thereof or therein or

     - an official position regarding the application, administration,
       interpretation or enforcement of any such laws, regulations or rulings,
       including, without limitation, a holding by a court of competent
       jurisdiction or by a taxing authority in a taxing jurisdiction or any
       political subdivision thereof.

If a withholding or deduction at source is required, we will, subject to certain
limitations and exceptions described below, pay to the holders of the related
preferred securities such additional amounts as may be necessary so that every
Guarantee Payment pursuant to the preferred securities guarantee made to such
holder, after such withholding or deduction, will not be less than the amount
provided for in such preferred securities guarantee to be then due and payable.

     We will not be required to pay any additional amounts for or on account of:

     1. any tax, fee, duty, assessment or governmental charge of whatever nature
        which would not have been imposed but for the fact that such holder

      (a) was a resident, domiciliary or national of, or engaged in business or
          maintained a permanent establishment or was physically present in, the
          relevant taxing jurisdiction or any political subdivision thereof or
          otherwise had some connection with the relevant taxing jurisdiction
          other than by reason of the mere ownership of preferred securities, or
          receipt of payment under such preferred securities guarantee,

      (b) presented such preferred security for payment in the relevant taxing
          jurisdiction or any political subdivision thereof, unless such
          preferred security could not have been presented for payment
          elsewhere, or

      (c) presented such preferred security for payment more than 30 days after
          the date on which the payment in respect of such preferred security
          became due and payable or provided for, whichever is later, except to
          the extent that the holder would have been entitled to such additional
          amounts if it had presented such preferred security for payment on any
          day within that 30-day period;

     2. any estate, inheritance, gift, sale, transfer, personal property or
        similar tax, assessment or other governmental charge;

     3. any tax, assessment or other governmental charge that is imposed or
        withheld by reason of the failure by the holder or the beneficial owner
        of such preferred security to comply with any reasonable request by us
        or the trust addressed to the holder within 90 days of such request

      (a) to provide information concerning the nationality, residence or
          identity of the holder or such beneficial owner or

      (b) to make any declaration or other similar claim or satisfy any
          information or reporting requirement, which is required or imposed by
          statute, treaty, regulation or administrative practice of the relevant
          taxing jurisdiction or any political subdivision thereof as a
          precondition to exemption from all or part of such tax, assessment or
          other governmental charge; or

     4. any combination of items (1), (2) and (3).

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     In addition, we will not pay any additional amounts with respect to the
preferred securities guarantee to any holder who is a fiduciary or partnership
or other than the sole beneficial owner of such preferred security to the extent
such payment would be required by the laws of the relevant taxing jurisdiction,
or any political subdivision or relevant taxing authority thereof or therein, to
be included in the income for tax purposes of a beneficiary or partner or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts had
it been the holder of the preferred securities.

AMENDMENTS AND ASSIGNMENT

     Except with respect to any changes which do not materially adversely affect
the rights of holders of the related preferred securities, in which case no vote
will be required, no preferred securities guarantee may be amended without the
prior approval of the holders of not less than a majority of the aggregate
liquidation amount of such outstanding preferred securities. (Section 8.2). All
guarantees and agreements contained in each preferred securities guarantee shall
bind our successors, assigns, receivers, trustees and representatives and shall
inure to the benefit of the holders of the related preferred securities then
outstanding. (Section 8.1)

EVENTS OF DEFAULT

     An event of default under each preferred securities guarantee will occur
upon the failure of ours to perform any of our payment or other obligations
thereunder. The holders of not less than a majority in aggregate liquidation
amount of the related preferred securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
guarantee trustee in respect of such preferred securities guarantee or to direct
the exercise of any trust or power conferred upon the guarantee trustee under
such preferred securities guarantee. (Section 5.4)

     If the guarantee trustee fails to enforce a preferred securities guarantee,
any holder of the preferred securities may institute a legal proceeding directly
against us to enforce its rights under such preferred securities guarantee
without first instituting a legal proceeding against the trust, the guarantee
trustee or any other person or entity. (Section 5.4)

     We, as guarantor, are required to file annually with the guarantee trustee
a certificate as to whether or not we are in compliance with all the conditions
and covenants applicable to us under the preferred securities guarantee.
(Section 2.4)

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     The guarantee trustee, other than during the occurrence and continuance of
a default by us in performance of any preferred securities guarantee, undertakes
to perform only such duties as are specifically set forth in each preferred
securities guarantee and, after default with respect to any preferred securities
guarantee, must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. (Section 3.1).
Subject to this provision, the guarantee trustee is under no obligation to
exercise any of the powers vested in it by any preferred securities guarantee at
the request of any holder of any preferred securities unless it is offered
reasonable indemnity against the costs, expenses, and liabilities that might be
incurred thereby. (Section 3.2)

TERMINATION OF THE PREFERRED SECURITIES GUARANTEES

     Each preferred securities guarantee will terminate and be of no further
force and effect upon

     - full payment of the redemption price of the related preferred securities,

     - the distribution of the corresponding subordinated debt securities to the
       holders of the related preferred securities or

     - upon full payment of the amounts payable upon liquidation of the related
       trust.

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<PAGE>

Each preferred securities guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the related
preferred securities must restore payment of any sums paid with respect to such
preferred securities or such preferred securities guarantee. (Section 7.1)

NEW YORK LAW TO GOVERN

     Each preferred securities guarantee will be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and performed wholly in that state. (Section 8.5)

EXPENSE AGREEMENT

     Pursuant to the expense agreement entered into by us under the restated
trust agreement, we will irrevocably and unconditionally guarantee to each
person or entity to whom a trust becomes indebted or liable, the full payment of
any costs, expenses or liabilities of the trust, other than obligations of the
trust to pay to the holders of the preferred securities or other similar
interests in the trust of the amounts due such holders pursuant to the terms of
the preferred securities or such other similar interests, as the case may be.

        DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, representing contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of common stock or preferred stock at a future date
or dates. The price per share may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula set
forth in the stock purchase contracts. The stock purchase contracts may be
issued separately or as a part of stock purchase units consisting of a stock
purchase contract and, as security for the holder's obligations to purchase the
shares under the stock purchase contracts, either

     - senior debt securities or our subordinated debt securities,

     - U.S. Treasury securities or

     - preferred securities of a trust.

The stock purchase contracts may require us to make periodic payments to the
holders of the stock purchase units or vice versa, and such payments may be
unsecured or prefunded on some basis. The stock purchase contracts may require
holders to secure their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid stock purchase contracts upon
release to a holder of any collateral securing such holder's obligations under
the original stock purchase contract.

     The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units and, if applicable, prepaid stock
purchase contracts. The description in the prospectus supplement will not
purport to be complete and will be qualified in its entirety by reference to

     - the stock purchase contracts,

     - the collateral arrangements and depositary arrangements, if applicable,
       relating to such stock purchase contracts or stock purchase units and

     - if applicable, the prepaid stock purchase contracts and the document
       pursuant to which such prepaid stock purchase contracts will be issued.

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<PAGE>

                              PLAN OF DISTRIBUTION

     We and/or any trust may sell offered securities in any one or more of the
following ways from time to time:

     - through agents;

     - to or through underwriters;

     - through dealers; or

     - directly to purchasers.

The prospectus supplement with respect to the offered securities will set forth
the terms of the offering of the offered securities, including the name or names
of any underwriters, dealers or agents; the purchase price of the offered
securities and the proceeds to us and/or a trust from such sale; any
underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation; any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
and any securities exchange on which such offered securities may be listed. Any
initial public offering price, discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.

     The distribution of the offered securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.

     Offers to purchase offered securities may be solicited by agents designated
by us from time to time. Any such agent involved in the offer or sale of the
offered securities in respect of which this prospectus is delivered will be
named, and any commissions payable by us and/or the applicable trust to such
agent will be set forth, in the applicable prospectus supplement. Unless
otherwise indicated in such prospectus supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment. Any such
agent may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the offered securities so offered and sold.

     If offered securities are sold by means of an underwritten offering, we
and/or the applicable trust will execute an underwriting agreement with an
underwriter or underwriters, and the names of the specific managing underwriter
or underwriters, as well as any other underwriters, and the terms of the
transaction, including commissions, discounts and any other compensation of the
underwriters and dealers, if any, will be set forth in the prospectus supplement
which will be used by the underwriters to make resales of the offered
securities. If underwriters are utilized in the sale of the offered securities,
the offered securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriters at the time of sale. Our offered
securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by the managing underwriters.
If any underwriter or underwriters are utilized in the sale of the offered
securities, unless otherwise indicated in the prospectus supplement, the
underwriting agreement will provide that the obligations of the underwriters are
subject to certain conditions precedent and that the underwriters with respect
to a sale of offered securities will be obligated to purchase all such offered
securities of a series if any are purchased.

     We and/or the applicable trust may grant to the underwriters options to
purchase additional offered securities, to cover over-allotments, if any, at the
public offering price, with additional underwriting discounts or commissions, as
may be set forth in the prospectus supplement relating thereto. If we and/or the
applicable trust grant any over-allotment option, the terms of such
over-allotment option will be set forth in the prospectus supplement relating to
such offered securities.

     If a dealer is utilized in the sales of offered securities in respect of
which this prospectus is delivered, we and/or the applicable trust will sell
such offered securities to the dealer as principal. The dealer may

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<PAGE>

then resell such offered securities to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer may be deemed
to be an underwriter, as such term is defined in the Securities Act, of the
offered securities so offered and sold. The name of the dealer and the terms of
the transaction will be set forth in the related prospectus supplement.

     Offers to purchase offered securities may be solicited directly by us
and/or the applicable trust and the sale thereof may be made by us and/or the
applicable trust directly to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to any resale thereof. The terms of any such sales will be described in the
related prospectus supplement.

     Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms, acting as principals for their own accounts
or as agents for us and/or the applicable trust. Any such remarketing firm will
be identified and the terms of its agreements, if any, with us and/or the
applicable trust and its compensation will be described in the applicable
prospectus supplement. Remarketing firms may be deemed to be underwriters, as
such term is defined in the Securities Act, in connection with the offered
securities remarketed thereby.

     Agents, underwriters, dealers and remarketing firms may be entitled under
relevant agreements entered into with us and/or the applicable trust to
indemnification by us and/or the applicable trust against certain civil
liabilities, including liabilities under the Securities Act that may arise from
any untrue statement or alleged untrue statement of a material fact or any
omission or alleged omission to state a material fact in this prospectus, any
supplement or amendment hereto, or in the registration statement of which this
prospectus forms a part, or to contribution with respect to payments which the
agents, underwriters or dealers may be required to make.

     If so indicated in the prospectus supplement, we and/or the applicable
trust will authorize underwriters or other persons acting as our and/or the
applicable trust's agents to solicit offers by certain institutions to purchase
offered securities from us and/or the applicable trust at the public offering
price, pursuant to contracts providing for payments and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by us and/or the applicable trust. The obligations
of any purchaser under any such contract will be subject to the condition that
the purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts. Disclosure in the
prospectus supplement of our and/or the applicable trust's use of delayed
delivery contracts will include the commission that underwriters and agents
soliciting purchases of the securities under delayed contracts will be entitled
to receive in addition to the date when we will demand payment and delivery of
the securities under the delayed delivery contracts. These delayed delivery
contracts will be subject only to the conditions that we describe in the
prospectus supplement.

     Each series of offered securities will be a new issue and, other than the
shares of common stock which are listed on the New York Stock Exchange, will
have no established trading market. We and/or the applicable trust may elect to
list any series of offered securities on an exchange, and in the case of common
stock, on any additional exchange, but, unless otherwise specified in the
applicable prospectus supplement, neither we nor the applicable trust shall be
obligated to do so. We cannot predict the liquidity of the trading market for
any of the offered securities.

     Underwriters, dealers, agents and remarketing firms, or their affiliates,
may be customers of, engage in transactions with, or perform services for, us
and our subsidiaries in the ordinary course of business.

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<PAGE>

                                 LEGAL OPINIONS

     The validity of any securities offered by us in the applicable prospectus
supplement will be passed upon for us by Willkie Farr & Gallagher, New York, New
York. Unless otherwise stated in the applicable prospectus supplement, the
validity of the preferred securities offered by the trusts in the applicable
prospectus supplement will be passed upon for the trusts by Prickett, Jones &
Elliott, special Delaware counsel to the trusts. The validity of any securities
offered in the applicable prospectus supplement will be passed upon for any
underwriters or agents by counsel to be named in the applicable prospectus
supplement. As of March 20, 2002, Jack H. Nusbaum, an attorney with Willkie Farr
& Gallagher, beneficially owned 14,600 shares of our common stock, which amount
includes 3,000 shares held in trusts as to which Mr. Nusbaum is a co-trustee.
Mr. Nusbaum is also a member of our board of directors.

                                    EXPERTS

     The consolidated financial statements and financial statement schedules
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in reliance on
the reports of KPMG LLP, independent accountants, given on the authority of said
firm as experts in accounting and auditing. Any audited financial statements and
schedules that are incorporated or that are deemed to be incorporated by
reference into this prospectus that are the subject of a report by independent
accountants will be so incorporated by reference in reliance upon such reports
and upon the authority of such firms as experts in accounting and auditing to
the extent covered by consents of these accountants filed with the Commission.

                      WHERE YOU CAN FIND MORE INFORMATION

W. R. BERKLEY

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act, relating to our common stock and
other securities. This prospectus is a part of such registration statement, but
such registration statement also contains additional information and exhibits.

     We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the Commission. You can read and copy the registration
statement and any other document that we file with the Commission at the
Commission's public reference room at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

     Our filings with the Commission are also available from the Commission's
web site at http://www.sec.gov. Please call the Commission's toll-free telephone
number at 1-800-SEC-0330 if you need further information about the operation of
the Commission's public reference room. Information about us is also available
on our web site at http://www.wrberkley.com. Such information on our web site is
not a part of this prospectus.

THE TRUSTS

     There are no separate financial statements of the trusts in this
prospectus. We do not believe the financial statements would be helpful to the
holders of the preferred securities of the trusts because:

     - We, a reporting company under the Exchange Act, will directly or
       indirectly own all of the voting securities of the trusts;

     - The trusts have no independent operations or proposals to engage in any
       activity other than issuing securities representing undivided beneficial
       interests in the assets of the applicable trust and investing the
       proceeds in subordinated debt securities issued by us; and

                                        62
<PAGE>

     - The obligations of the trusts under the preferred securities will be
       fully and unconditionally guaranteed by us. See "Description of Preferred
       Securities Guarantees."

     The trusts are not currently subject to the information reporting
requirements of the Exchange Act. The trusts will become subject to the
requirements upon the effectiveness of the registration statement that contains
this prospectus, although the trusts intend to seek and expect to receive an
exemption from those requirements. If the trusts do not receive such an
exemption, the expenses of operating the trusts would increase, as would the
likelihood that we would exercise our option to dissolve and liquidate the
trusts early.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information that we
later file with the Commission, modifies or replaces this information. All
documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the termination of this offering shall be deemed to
be incorporated by reference into this prospectus. We incorporate by reference
the following documents:

     - Our Annual Report on Form 10-K for the year ended December 31, 2001;

     - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

     - Our Current Reports on Form 8-K, dated February 5, 2002, February 6,
       2002, February 14, 2002, April 10, 2002, April 29, 2002 and May 16, 2002;

     - Our Proxy Statement dated April 5, 2002 for our 2002 Annual Meeting of
       Stockholders; and

     - The descriptions of our common stock set forth in our registration
       statement on Form 8-A/A filed with the Commission on May 1, 2001 and of
       our rights to purchase Series A Junior Participating Preferred Stock set
       forth in our registration statement on Form 8-A filed with the Commission
       on May 11, 1999, as amended on May 1, 2001, including any further
       amendments or reports for the purposes of updating such descriptions.

     To receive a free copy of any of the documents incorporated by reference in
this prospectus, other than any exhibits, unless the exhibits are specifically
incorporated by reference into this prospectus, call or write us at the
following address: W. R. Berkley Corporation, Attn: Ira S. Lederman, Secretary,
475 Steamboat Road, Greenwich, Connecticut 06830 (203) 629-3000.

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                              [W. R. BERKLEY LOGO]

                           W. R. BERKLEY CORPORATION

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