<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>bky052302b.txt
<DESCRIPTION>INITIAL FILING
<TEXT>


      As filed with the Securities and Exchange Commission on May 23, 2002
                                                    Registration No.  333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                           ---------------------------

<TABLE>
<S>                                                                    <C>
             W. R. BERKLEY CORPORATION                                                 W. R. BERKLEY CAPITAL TRUST II
 (Exact name of registrant as specified in its charter)                                W. R. BERKLEY CAPITAL TRUST III
                                                                                      (Exact name of each registrant as
                                                                                    specified in its certificate of trust)

                        Delaware                                                                   Delaware
            (State or other jurisdiction of                                            (State or other jurisdiction of
             incorporation or organization)                                             incorporation or organization
                                                                                        of each registrant)

                       22-1867895                                                            To Be Applied For
        (I.R.S. Employer Identification Number)                                   (I.R.S. Employer Identification Numbers)

                   475 Steamboat Road                                                   c/o W. R. Berkley Corporation
              Greenwich, Connecticut 06830                                                    475 Steamboat Road
                     (203) 629-3000                                                     Greenwich, Connecticut 06830
(Address, including zip code, and telephone number, including                                (203) 629-3000
    area code, of registrant's principal executive offices)            (Address, including zip code, and telephone number, including
                                                                        area code, of registrants' principal executive offices)
</TABLE>

                              Ira S. Lederman, Esq.
              Senior Vice President, General Counsel and Secretary
                            W. R. Berkley Corporation
                               475 Steamboat Road
                          Greenwich, Connecticut 06830
                                 (203) 629-3000
                     (Name, address, including zip code, and
                                telephone number,
                        including area code, of agent for
                           service of each registrant)
                           ---------------------------
                 Please address a copy of all communications to:

                            Jeffrey S. Hochman, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                             New York, NY 10019-6099
                                 (212) 728-8000
                           ---------------------------

Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


<PAGE>


<TABLE>
                                              CALCULATION OF REGISTRATION FEE

=========================================================================================================================
<CAPTION>
                                                                       Proposed              Proposed
                                                Amount                   maximum              maximum               Amount of
    Title of each class of                      to be                offering price      aggregate offering       registration
securities to be registered (1)              registered (2)          per unit (3) (4)    price (2) (3) (4)           fee (4)
-------------------------------              --------------          ----------------    ------------------       ------------
<S>                                          <C>                     <C>                 <C>                      <C>
Common Stock of W. R. Berkley Corporation,
   par value $.20 per share (5)...........
Preferred Stock of W. R. Berkley
   Corporation, par value $.10 per share..
Depositary Shares of W. R. Berkley
   Corporation (6)........................
Debt Securities of W. R. Berkley
   Corporation (7)........................
Warrants to Purchase Common Stock of W. R.
   Berkley Corporation....................
Warrants to Purchase Preferred Stock of
   W. R. Berkley Corporation..............
Warrants to Purchase Debt Securities of
   W. R. Berkley Corporation..............
Stock Purchase Contracts of W.R. Berkley
   Corporation............................
Stock Purchase Units of W. R. Berkley
   Corporation............................
Preferred Securities of W. R. Berkley
   Capital Trust II.......................
Preferred Securities of W. R. Berkley
   Capital Trust III......................
Guarantees of Preferred Securities of
   W. R. Berkley Capital Trust II and
   W. R. Berkley Capital Trust III by
   W. R. Berkley Corporation and certain
   backup undertakings (8)................
                                             -----------                   ----            ------------            ----------
     Total.....................              $700,000,000                  100%            $700,000,000            $64,400(9)
=========================================================================================================================

(1)  These offered securities may be sold separately, together or as units with other offered securities.

(2)  Such indeterminate number or amount of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants,
     Stock Purchase Contracts and Stock Purchase Units of W. R. Berkley Corporation and Preferred Securities of W. R.
     Berkley Capital Trust II and W. R. Berkley Capital Trust III as may from time to time be issued at indeterminate
     prices, in U.S. Dollars or the equivalent thereof denominated in foreign currencies or units of two or more foreign
     currencies or composite currencies (such as European Currency Units). In no event will the aggregate maximum offering
     price of all securities issued pursuant to this registration statement exceed $700,000,000, or if any Debt Securities
     are issued with original issue discount, such greater amount as shall result in an aggregate offering price of
     $700,000,000. Certain debt securities of W. R. Berkley Corporation may be issued and sold to either or both of W. R.
     Berkley Capital Trust II and W. R. Berkley Capital Trust III in connection with the issuance of Preferred Securities
     by either or both of such trusts, in which event such Debt Securities may later be distributed to the holders of such
     Preferred Securities upon a dissolution of W. R. Berkley Capital Trust II and/or W. R. Berkley Capital Trust III and
     the distribution of the assets thereof.

(3)  Estimated solely for purposes of calculating the registration fee.

(4)  Pursuant to Rule 457(o) under the Securities Act of 1933, which permits the registration fee to be calculated on the
     basis of the maximum offering price of all the securities listed, the table does not specify by each class
     information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate
     offering price. The aggregate public offering price of securities sold will not exceed $700,000,000 (see Note 2
     above), which includes an aggregate public offering price of $395,070,000 for Common Stock, Preferred Stock,
     Depositary Shares, Debt Securities, Warrants, Stock Purchase Contracts and Stock Purchase Units of W. R. Berkley
     Corporation that have been registered and not yet sold under Registration Statement No. 333-57546 previously filed by
     W. R. Berkley Corporation. The registration fee of $98,768 associated with such securities, based on the then
     applicable filing fee, was previously paid. Pursuant to Rule 457(p) under the

<PAGE>


     Securities Act of 1933, the registration fee for this registration statement may be offset by such previously paid
     filing fee associated with securities remaining unsold. Unless otherwise indicated in an amendment to this filing, no
     separate consideration will be received for Common Stock, Preferred Stock or Debt Securities that are issued upon
     conversion or exchange of Debt Securities, Preferred Stock or Depositary Shares registered hereunder.

(5)  Also includes such presently indeterminate number of shares of Common Stock as may be issued (a) upon conversion of
     or exchange for any Debt Securities or Preferred Stock that provide for conversion or exchange into Common Stock, (b)
     upon exercise of warrants to purchase Common Stock or (c) pursuant to Stock Purchase Contracts. Also includes such
     presently indeterminate number or amount of offered securities as may be issued (a) upon conversion of or exchange
     for any Preferred Securities that provide for conversion or exchange into offered securities or (b) in connection
     with Stock Purchase Units. Also includes Preferred Stock purchase rights. Prior to the occurrence of certain events,
     such rights will not be exercisable or evidenced separately from the Common Stock.

(6)  To be represented by Depositary Receipts representing an interest in all or a specified portion of a share of
     Preferred Stock.

(7)  Subject to Note 2, such indeterminate principal amount of Debt Securities (which may be senior or subordinated).

(8)  No separate consideration will be received for the Guarantees. The Guarantees include the rights of holders of the
     Preferred Securities under the Guarantees and certain backup undertakings, comprised of obligations of W. R. Berkley
     Corporation under a subordinated indenture and any supplemental indentures thereto and under the applicable trust
     agreement to provide certain indemnities in respect of, and be responsible for certain costs, expenses, debts and
     liabilities of each of W. R. Berkley Capital Trust II and W. R. Berkley Capital Trust III, as described in this
     registration statement. All obligations under the applicable trust agreement, including the indemnity obligation, are
     included in the back-up undertakings.

(9)  Previously paid. See footnote (4) above.

</TABLE>


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

     Pursuant to Rule 429 under the Securities Act of 1933, this registration
statement includes a combined prospectus which also relates to a total of
$395,070,000 of securities previously registered by W. R. Berkley Corporation
under its registration statement on Form S-3 (No. 333-57546), which was declared
effective on June 29, 2001. In the event any of such previously registered and
unsold securities are offered and sold prior to the effective date of this
registration statement, the amount of such securities will not be included in
such prospectus hereunder.

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

     The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay their effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

================================================================================


<PAGE>


[THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.]

================================================================================


                    SUBJECT TO COMPLETION, DATED MAY 23, 2002

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 May 22, 2002, the closing price of our common stock, as reported by
the New York Stock Exchange, was $59.85 per share.

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

    Investing in our securities involves risks. See "Risk Factors" on page 3.

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

     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 May __, 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

                                                                            Page
                                                                            ----

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........................................21
DESCRIPTION OF THE DEBT SECURITIES..........................................24
DESCRIPTION OF THE WARRANTS TO PURCHASE  COMMON STOCK OR PREFERRED STOCK....45
DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES.....................47
DESCRIPTION OF PREFERRED SECURITIES.........................................48
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES..............................61
DESCRIPTION OF STOCK PURCHASE CONTRACTS  AND STOCK PURCHASE UNITS...........65
PLAN OF DISTRIBUTION........................................................66
LEGAL OPINIONS..............................................................68
EXPERTS.....................................................................69
WHERE YOU CAN FIND MORE INFORMATION.........................................69
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................70

                                      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:

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

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

     o    reinsurance;

     o    regional property casualty insurance; and

     o    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.

                                       1

<PAGE>


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
  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

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

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


                                       2
<PAGE>


     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:

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

     o    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

     o    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 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.


                                       4
<PAGE>

     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 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.


                                       5
<PAGE>

     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.

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

     o    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;

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

     o    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;

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

     o    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

                                       6
<PAGE>

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 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

                                       7
<PAGE>


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

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

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

     o    requiring certain methods of accounting;

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

     o    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.

                                       8
<PAGE>


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 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:

     o    the cyclical nature of the property casualty industry;

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

     o    product demand and pricing;

     o    claims development and the process of estimating reserves;

     o    the uncertain nature of damage theories and loss amounts;

     o    the increased level of our retention;

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

     o    the impact of competition;

     o    the availability of reinsurance;

     o    uncertainty as to reinsurance coverage for terrorist acts;

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

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

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

     o    legislative and regulatory developments;

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

     o    availability of dividends from our insurance company subsidiaries;

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

                                       10
<PAGE>


     o    our ability to attract and retain qualified employees; and

     o    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."

                                 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                     Year Ended
                                                 March 31,                   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:

     o    common stock,

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

     o    unsecured senior or subordinated debt securities,

     o    warrants to purchase common stock,

     o    warrants to purchase preferred stock,

     o    warrants to purchase debt securities,

     o    stock purchase contracts to purchase common stock, and

     o    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)  debt obligations of third parties, including 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:

     o    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

     o    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

                                       12
<PAGE>

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 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.

                                       13
<PAGE>

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 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:

     o    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;

     o    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;

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

                                       14
<PAGE>

     o    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:

     o    our merger or consolidation into any other corporation; or

     o    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

     o    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

                                       15
<PAGE>


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:

     o    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

     o    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.

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

                                       16
<PAGE>

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:

     o    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

     o    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.

                                       17
<PAGE>

     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

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

     o    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

     o    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,

     o    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

                                       18
<PAGE>

          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, or

     o    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

     o    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

     o    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

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

     o    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.

                                       19
<PAGE>

     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 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:

     o    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;

     o    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

     o    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.

                                       20
<PAGE>

     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:

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

     o    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 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.

                                       21
<PAGE>

     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, 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

                                       22
<PAGE>

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

     o    all outstanding depositary shares have been redeemed,

     o    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

     o    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.

     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

                                       23
<PAGE>

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.

                       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.

                                       24
<PAGE>

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 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:

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

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

                                       25
<PAGE>


     o    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;

     o    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;

     o    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;

     o    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;

     o    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;

     o    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;

     o    whether the debt securities will be convertible into common stock
          and/or exchangeable for other securities, whether or not issued by us,
          and, if so, the terms and conditions upon which such debt securities
          will be so convertible or exchangeable;

     o    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;

     o    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;

     o    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;

     o    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;

                                       26
<PAGE>


     o    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;

     o    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;

     o    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;

     o    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;

     o    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;

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

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

     o    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

     o    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 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

                                       27
<PAGE>

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

     o    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

     o    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

                                       28
<PAGE>

purchase 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,
whether or not issued by us, 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

                                       29
<PAGE>

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 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

     o    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,

     o    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

     o    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

                                       30
<PAGE>


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

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

     o    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.

     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

          o    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,

          o    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

          o    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

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

          o    to make any declaration or other similar claim or satisfy any
               information or reporting requirement, which is required or
               imposed by statute, treaty, regulation

                                       31
<PAGE>


               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).

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

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

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

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

     o    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

     o    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

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<PAGE>


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:

     o    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;

     o    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

     o    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 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

                                       33
<PAGE>

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

     o    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,

     o    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

     o    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,

     o    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

     o    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 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,

                                       34
<PAGE>

          (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

     o    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,

     o    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

     o    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

                                       35
<PAGE>

     o    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 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,

     o    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

     o    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

                                       36
<PAGE>


          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 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

                                       37
<PAGE>

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 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,

     o    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,

     o    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,

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

     o    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,

                                       38
<PAGE>

     o    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,

     o    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,

     o    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,

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

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

     o    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,

     o    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,

     o    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

     o    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:

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

     o    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;

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

                                       39
<PAGE>

     o    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;

     o    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;

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

     o    secure the debt securities;

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

     o    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

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

     o    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)

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)

                                       40
<PAGE>


     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

     o    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

     o    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,

     o    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,

     o    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

     o    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)

                                       41
<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

     o    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

     o    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)

                                       42
<PAGE>

     "Conversion Event" means the cessation of use of

     o    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

     o    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 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

     o    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

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

     o    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)

                                       43
<PAGE>

     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

     o    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

     o    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.

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

     o    the subordinated debt securities,

     o    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,

     o    Indebtedness of ours to an Affiliate of ours,

     o    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,

     o    trade accounts payable and

     o    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.

                                       44
<PAGE>

     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)


                     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:

     o    the offering price, if any;

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

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

                                       45
<PAGE>

     o    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;

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

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

     o    the call provisions, if any;

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

     o    the antidilution provisions of the stock warrants; and

     o    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 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

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<PAGE>


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:

     o    the offering price, if any;

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

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

     o    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;

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

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

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

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

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<PAGE>

     o    the antidilution provisions of the debt warrants; and

     o    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.

                       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.

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<PAGE>


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)

     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

                                       49
<PAGE>

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)

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

     o    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

     o    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,

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<PAGE>

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

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

     o    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

     o    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 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

                                       51
<PAGE>

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)

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

                                       52
<PAGE>


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 in full the aggregate Liquidation Distribution, then the amounts payable
directly by

                                       53
<PAGE>

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.

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<PAGE>

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 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

     o    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

                                       55
<PAGE>


               the same as the preferred securities rank in priority with
               respect to distributions and payments upon liquidation,
               redemption and otherwise,

     o    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,

     o    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,

     o    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,

     o    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,

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

     o    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

     o    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

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<PAGE>

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, 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:

     o    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

     o    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:

     o    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,

     o    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"),

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<PAGE>

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

     o    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.

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

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<PAGE>

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

     o    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,

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

     o    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

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<PAGE>


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.

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

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<PAGE>


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:

     o    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,

     o    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

     o    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

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<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

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<PAGE>

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.

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

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

     o    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;

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<PAGE>

     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).

     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)

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<PAGE>

     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

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

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

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

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

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<PAGE>


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

     o    senior debt securities or our subordinated debt securities,

     o    debt obligations of third parties, including U.S. Treasury securities,
          or

     o    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

     o    the stock purchase contracts,

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

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

                              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:

     o    through agents;

     o    to or through underwriters;

     o    through dealers; or

     o    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

                                       66
<PAGE>


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 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

                                       67
<PAGE>


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.

                                 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

                                       68
<PAGE>

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:

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

     o    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

                                       69
<PAGE>

          applicable trust and investing the proceeds in subordinated debt
          securities issued by us; and

     o    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:

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

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

     o    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;

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

     o    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.


                                       70
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the securities registered
hereby, other than underwriting discounts and commissions. All amounts shown are
estimates except the Commission registration fee.

     Securities and Exchange Commission
       registration fee....................        $64,400
     Trustee's fees and expenses...........         20,000
     Printing and engraving expenses.......        100,000
     Accounting fees and expenses..........        100,000
     Legal fees and expenses...............        250,000
     Miscellaneous.........................         15,600
                                                  --------
        Total............................         $550,000
                                                  ========


ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Section 145 of the Delaware General Corporation Law, as amended, which is
applicable to us, provides in regards to indemnification of directors and
officers as follows:

     145. Indemnification of Officers, Directors, Employees and Agents;
Insurance.

     (a)  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person

                                      II-1
<PAGE>

reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made with respect to a
person who is a director or an officer at the time of such determination, (1) by
a majority vote of the directors who were not parties to such action, suit or
proceeding even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or, if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such whether or not the corporation would have the power to
indemnify him against such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,

                                      II-2
<PAGE>

partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     As permitted by the Delaware General Corporation Law, our stockholders
approved an amendment to our Restated Certificate of Incorporation containing
provisions eliminating a director's personal liability for monetary damages to
us and our stockholders arising from a breach of a director's fiduciary duty
except for liability under Section 174 of the Delaware General Corporation Law,
liability for any breach of the director's duty of loyalty to us or our
stockholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction from which the
director received an improper personal benefit. The amendment also provides for
indemnification of directors, officers and other persons under certain
circumstances.

     We maintain policies of insurance under which we and our directors and
officers are insured subject to specified exclusions and deductible and maximum
amounts against loss arising from any claim which may be made against us or any
of our directors or officers by reason of any breach of duty, neglect, error,
misstatement, omission or act done or alleged to have been done while acting in
our or their respective capacities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     See Exhibit Index included herewith which is incorporated herein by
reference.

ITEM 17. UNDERTAKINGS.

     The undersigned registrants hereby undertake:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the

                                      II-3
<PAGE>

                 information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

          provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed with the
          Commission by the registrants pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

     (b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     The undersigned registrants hereby undertake that:

     (a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and

     (b) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the provisions set forth or

                                      II-4
<PAGE>

described in Item 15 of this registration statement, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
them is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

     The undersigned registrants hereby undertake to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

     The undersigned registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.


                                      II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, W. R. Berkley
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Greenwich, State of Connecticut, on the 23rd day
of May, 2002.

                                   W. R. BERKLEY CORPORATION

                                   By: /s/  William R. Berkley
                                       -----------------------------------------
                                       William R. Berkley
                                       Chairman of the Board,
                                       Chief Executive Officer
                                       and President

                                POWER OF ATTORNEY

     Each individual whose signature appears below hereby constitutes and
appoints each of William R. Berkley, Eugene G. Ballard and Ira S. Lederman, and
each of them, as his true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 (i) any and all pre-effective and
post-effective amendments to this registration statement, (ii) any registration
statement relating to this offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, (iii) any exhibits to any such
registration statement or pre-effective or post-effective amendments or (iv) any
and all applications and other documents in connection with any such
registration statement or pre-effective or post-effective amendments, and
generally to do all things and perform any and all acts and things whatsoever
requisite and necessary or desirable to enable the Registrants to comply with
the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities indicated on the 23rd day of May, 2002.

        Signature                              Title
        ---------                              -----

        /s/ William R. Berkley
        --------------------------
            William R. Berkley                 Chairman of the Board, Chief
                                               Executive Officer and
                                               President (Principal Executive
                                               Officer)


        /s/ Eugene G. Ballard
        --------------------------
            Eugene G. Ballard                  Senior Vice President, Chief
                                               Financial Officer and
                                               Treasurer (Principal Financial
                                               Officer)

                                      II-6
<PAGE>


        /s/ Clement P. Patafio
        --------------------------
            Clement P. Patafio                 Vice President, Corporate
                                               Controller (Principal
                                               Accounting Officer)


        /s/ George G. Daly
        --------------------------
            George G. Daly                     Director


        /s/ William R. Berkley, Jr.
        --------------------------
            William R. Berkley, Jr.            Senior Vice President and
                                               Director


        /s/ Richard G. Merrill
        --------------------------
            Richard G. Merrill                 Director


        /s/ Jack H. Nusbaum
        --------------------------
            Jack H. Nusbaum                    Director


        /s/ Mark L. Shapiro
        --------------------------
            Mark L. Shapiro                    Director


        /s/ Ronald E. Blaylock
        --------------------------
            Ronald E. Blaylock                 Director


        /s/ Mark E. Brockbank
        --------------------------
            Mark E. Brockbank                  Director


                                      II-7
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, W. R. Berkley
Capital Trust II has duly caused this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Greenwich, State of Connecticut, on the 23rd day of May, 2002.

                                   W. R. BERKLEY CAPITAL TRUST II

                                   By: W. R. Berkley Corporation, as Depositor


                                   By: /s/  Eugene G. Ballard
                                       -----------------------------------------
                                       Eugene G. Ballard
                                       Senior Vice President,
                                       Chief Financial Officer and Treasurer


                                      II-8
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, W. R. Berkley
Capital Trust III has duly caused this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Greenwich, State of Connecticut, on the 23rd day of May, 2002.

                                   W. R. BERKLEY CAPITAL TRUST III

                                   By: W. R. Berkley Corporation, as Depositor


                                   By: /s/  Eugene G. Ballard
                                       -----------------------------------------
                                       Eugene G. Ballard
                                       Senior Vice President,
                                       Chief Financial Officer and Treasurer


                                      II-9
<PAGE>

                                  EXHIBIT INDEX

*1.1    Form of Underwriting Agreement relating to common stock,
        preferred stock, depositary shares, debt securities and
        warrants of W. R. Berkley Corporation

*1.2    Form of Underwriting Agreement relating to preferred
        securities of W. R. Berkley Capital Trust II, preferred
        securities of W. R. Berkley Capital Trust III and preferred
        securities guarantees of W. R. Berkley Corporation

*1.3    Form of Underwriting Agreement relating to stock purchase
        contracts

*1.4    Form of Underwriting Agreement relating to stock purchase
        units

4.1     Restated Certificate of Incorporation, as amended, of W. R.
        Berkley Corporation (incorporated by reference to Exhibit 3.1
        to W. R. Berkley Corporation's Annual Report on Form 10-K for
        the year ended December 31, 1993 (File No. 0-7849))

4.2     Amendment, dated May 12, 1998, to W. R. Berkley Corporation's
        Restated Certificate of Incorporation, as amended
        (incorporated by reference to Exhibit 3.2 to W. R. Berkley
        Corporation's Annual Report on Form 10-K for the year ended
        December 31, 1999 (File No. 0-7849))

4.3     Rights Agreement, dated as of May 11, 1999, between W. R.
        Berkley Corporation and ChaseMellon Shareholder Services,
        LLC, as Rights Agent (incorporated by reference to Exhibit
        99.1 to W. R. Berkley Corporation's Current Report on Form
        8-K filed May 11, 1999 (File No. 0-7849))

4.4     Certificate of Designation, Preferences and Rights of Series A Junior
        Participating Preferred Stock (attached as Exhibit A to the Rights
        Agreement filed as Exhibit 4.3 hereto)

4.5     Form of Rights Certificate (attached as Exhibit B to the
        Rights Agreement filed as Exhibit 4.3 hereto)

4.6     Amended and Restated By-Laws of W. R. Berkley Corporation
        (incorporated by reference to Exhibit 3(ii) to W. R. Berkley
        Corporation's Current Report on Form 8-K filed May 11, 1999
        (File No. 0-7849))

4.7     Form of Senior Indenture between W. R. Berkley Corporation
        and the Trustee (incorporated by reference to Exhibit 4.7 to
        W. R. Berkley's Registration Statement on Form S-3
        (Registration No. 333-57546))

4.8     Form of Subordinated Indenture between W. R. Berkley
        Corporation and the Trustee (incorporated by reference to
        Exhibit 4.8 to W. R. Berkley's Registration Statement on Form
        S-3 (Registration No. 333-57546))

4.9     Form of Subordinated Indenture between W. R. Berkley
        Corporation and the Trustee, with respect to debt securities
        issued to W. R. Berkley Capital Trust II or W. R. Berkley
        Capital Trust III (incorporated by reference to Exhibit 4.9
        to W. R. Berkley's Registration Statement on Form S-3
        (Registration No. 333-57546))

*4.10   Form of Common Stock Warrant Agreement, including form of
        Warrant

<PAGE>

*4.11   Form of Preferred Stock Warrant Agreement, including form of
        Warrant

*4.12   Form of Debt Warrant Agreement, including form of Warrant

4.13    Certificate of Trust of W. R. Berkley Capital Trust II
        (incorporated by reference to Exhibit 4.13 to W. R. Berkley's
        Registration Statement on Form S-3 (Registration No.
        333-57546))

4.14    Certificate of Trust of W. R. Berkley Capital Trust III
        (incorporated by reference to Exhibit 4.14 to W. R. Berkley's
        Registration Statement on Form S-3 (Registration No.
        333-57546))

4.15    Trust Agreement of W. R. Berkley Capital Trust II
        (incorporated by reference to Exhibit 4.15 to W. R. Berkley's
        Registration Statement on Form S-3 (Registration No.
        333-57546))

4.16    Trust Agreement of W. R. Berkley Capital Trust III
        (incorporated by reference to Exhibit 4.16 to W. R. Berkley's
        Registration Statement on Form S-3 (Registration No.
        333-57546))

*4.17   Form of Amended and Restated Trust Agreement (Agreements for
        W. R. Berkley Capital Trust II and W. R. Berkley Capital
        Trust III will be substantially identical except for names
        and dates)

*4.18   Form of Preferred Security Certificate for W. R. Berkley
        Capital Trust II and W. R. Berkley Capital Trust III

*4.19   Form of Preferred Securities Guarantee Agreement with respect
        to the preferred securities issued by W. R. Berkley Capital
        Trust II and W. R. Berkley Capital Trust III (Agreements for
        W. R. Berkley Capital Trust II and W. R. Berkley Capital
        Trust III will be substantially identical except for names
        and dates)

*4.20   Form of Expense Agreement (attached as Exhibit D to the Form of Amended
        Restated Trust Agreement to be filed as Exhibit 4.17 hereto)

*4.21   Form of Certificate of Designation for the Preferred Stock of
        W. R. Berkley Corporation (together with form of Preferred
        Stock Certificate)

*4.22   Form of Deposit Agreement

*4.23   Form of Depositary Receipt

*4.24   Form of Senior Note

*4.25   Form of Subordinated Note

*4.26   Form of Subordinated Note with respect to debt securities
        issued to W. R. Berkley Capital Trust II or W. R. Berkley
        Capital Trust III

*4.27   Form of Stock Purchase Contract Agreement

*4.28   Form of Pledge Agreement

**5.1   Opinion of Willkie Farr & Gallagher

**5.2   Opinion of Prickett, Jones & Elliott with respect to W. R.
        Berkley Capital Trust II

**5.3   Opinion of Prickett, Jones & Elliott with respect to W. R.
        Berkley Capital Trust III

**12.1  Statement Re: Computation of Ratio of Earnings to Fixed
        Charges and Ratio of Earnings to Combined Fixed Charges and
        Preferred Stock Dividends

**23.1  Consent of KPMG LLP

**23.2  Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
        above)

**23.3  Consent of Prickett, Jones & Elliott (included in Exhibits
        5.2 and 5.3 above)

<PAGE>

**24.1  Power of Attorney (included on signature pages)

**25.1  Statement of Eligibility of the Trustee on Form T-1, as
        trustee for the W. R. Berkley Corporation Senior and
        Subordinated Indentures

**25.2  Statement of Eligibility of the Trustee on Form T-1, as
        Property Trustee for the Amended and Restated Trust Agreement
        of W. R. Berkley Capital Trust II

**25.3  Statement of Eligibility of the Trustee on Form T-1, as
        Property Trustee for the Amended and Restated Trust Agreement
        of W. R. Berkley Capital Trust III

**25.4  Statement of Eligibility of the Trustee on Form T-1, as
        Preferred Securities Guarantee Trustee under the Preferred
        Securities Guarantee Agreement of W. R. Berkley Corporation
        for the benefit of the holders of Preferred Securities of W.
        R. Berkley Capital Trust II

**25.5  Statement of Eligibility of the Trustee on Form T-1, as
        Preferred Securities Guarantee Trustee under the Preferred
        Securities Guarantee Agreement of W. R. Berkley Corporation
        for the benefit of the holders of Preferred Securities of W.
        R. Berkley Capital Trust III

------------------
*  To be filed, if necessary, subsequent to the effectiveness of this
   registration statement by an amendment to this registration statement or
   incorporated by reference pursuant to a Current Report on Form 8-K in
   connection with the offering of securities.

**Filed herewith.


</TEXT>
</DOCUMENT>
