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<SEC-DOCUMENT>0000950123-04-009951.txt : 20040820
<SEC-HEADER>0000950123-04-009951.hdr.sgml : 20040820
<ACCEPTANCE-DATETIME>20040820161021
ACCESSION NUMBER:		0000950123-04-009951
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20040819
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040820

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15202
		FILM NUMBER:		04989171

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

	MAIL ADDRESS:	
		STREET 1:		475 STEAMBOAT ROAD
		STREET 2:		.
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y00880e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported): August 19, 2004


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


<TABLE>
<S>                                              <C>                         <C>
   DELAWARE                                            0-7849                    22-1867895
- ---------------                                  ----------------            ------------------
(State or other                                  (Commission File              (IRS Employer
jurisdiction of                                        Number)               Identification No.)
 incorporation)

      475 STEAMBOAT ROAD, GREENWICH, CT                                            06830
    ------------------------------------                                        ------------
(Address of principal executive offices)                                         (Zip Code)
</TABLE>

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


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)
<PAGE>
ITEM 5.  OTHER EVENTS

        Certain exhibits are filed herewith in connection with the Prospectus
Supplement dated August 19, 2004 to the Prospectus dated December 23, 2003,
filed as part of the Registration Statement on Form S-3 (Registration No.
333-109621; declared effective on December 23, 2003) filed by W. R. Berkley
Corporation (the "Company") with the Securities and Exchange Commission covering
Debt Securities issuable under an Indenture relating to Senior Debt Securities,
dated as of February 14, 2003, between the Company and The Bank of New York, as
trustee (the "Trustee").

        On August 19, 2004, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Deutsche
Bank Securities Inc. Pursuant to the Underwriting Agreement, the Company is
issuing $150,000,000 principal amount of its 6.150% Senior Notes due 2019 (the
"Securities") under the Indenture, as amended by a Third Supplemental Indenture,
to be dated as of August 24, 2004 (the "Third Supplemental Indenture"). The
Underwriting Agreement, the form of the Indenture and the Third Supplemental
Indenture, an opinion of Willkie Farr & Gallagher LLP, counsel to the Company,
and the Computation of Earnings to Fixed Charges Ratio are filed as exhibits
hereto and are incorporated herein by reference. The form of the Securities is
included as Exhibit A to the form of the Third Supplemental Indenture.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        (a)  Financial statements of businesses acquired:

               None.

        (b)  Pro forma financial information:

               None.

        (c)  Exhibits:

               1     Underwriting Agreement, dated as of August 19, 2004,
                     between the Company and Morgan Stanley & Co. Incorporated
                     and Deutsche Bank Securities Inc.

               4.1   Form of Indenture between the Company and the Trustee*

               4.2   Form of Third Supplemental Indenture between the Company
                     and the Trustee, including form of the securities as
                     Exhibit A

               5.1   Opinion of Willkie Farr & Gallagher LLP regarding the
                     legality of the securities

               12    Computation of Earnings to Fixed Charges Ratio

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

*    Incorporated by reference from Exhibit 4.1 to the Company's Current Report
     on Form 8-K, dated February 11, 2003.
<PAGE>
                                   SIGNATURES

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



                                        W. R. BERKLEY CORPORATION


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


Date:  August 20, 2004
<PAGE>
                                  EXHIBIT INDEX


Exhibit:
- -------

<TABLE>
<S>      <C>
1        Underwriting Agreement, dated as of August 19, 2004, between the
         Company and Morgan Stanley & Co. Incorporated and Deutsche Bank
         Securities Inc.

4.1      Form of Indenture between the Company and the Trustee*

4.2      Form of Third Supplemental Indenture between the Company and the
         Trustee, including form of the securities as Exhibit A

5.1      Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
         securities

12       Computation of Earnings to Fixed Charges Ratio

23.1     Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1
         hereto)
</TABLE>



*    Incorporated by reference from Exhibit 4.1 to the Company's Current Report
     on Form 8-K, dated February 11, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>y00880exv1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                       Exhibit 1



                                  $150,000,000


                            W. R. BERKLEY CORPORATION

                               6.150% SENIOR NOTES
                                    DUE 2019




                             UNDERWRITING AGREEMENT




                                                                 AUGUST 19, 2004
<PAGE>
                                                  August 19, 2004






MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
     As Representatives of the Several Underwriters
c/o Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York  10036

Dear Sirs and Mesdames:

            W. R. Berkley Corporation, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several Underwriters named in Schedule I
hereto (the "UNDERWRITERS") $150,000,000 principal amount of its 6.150% Senior
Notes due 2019 (the "SECURITIES") to be issued pursuant to the provisions of an
Indenture, dated as of February 14, 2003, as supplemented by the Third
Supplemental Indenture, to be dated as of August 24, 2004 (the "INDENTURE"),
between the Company and The Bank of New York, as Trustee (the "TRUSTEE").

            The Company has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement on Form S-3 (No. 333-109621) and
pre-effective amendment nos. 1 and 2 thereto covering the registration of the
securities of the Company, including the Securities, under the Securities Act of
1933, as amended (the "SECURITIES ACT"), including the related preliminary
prospectus or prospectuses, and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the Commission under
the Securities Act (the "RULES AND REGULATIONS") and the Company has filed such
post-effective amendments thereto as may be required prior to the execution of
this Agreement. Promptly after execution and delivery of this Agreement, the
Company will prepare and file a final prospectus and final prospectus supplement
in accordance with the provisions of paragraph (b) of Rule 424 of the Rules and
Regulations. Such registration statement, as amended, including the exhibits and
schedules thereto, if any, and the information, if any, deemed to be a part
thereof pursuant to Rule 430A(b) of the Rules and Regulations (the "RULE 430A
INFORMATION") is referred to herein as the "REGISTRATION STATEMENT," and the
final prospectus and the final prospectus supplement relating to the offering of
the Securities, in the form first furnished to the Underwriters by the Company
for use in connection with the offering of the Securities, are collectively
referred to herein as the "PROSPECTUS;" provided, however, that all references
to the "Registration Statement" and the "Prospectus" shall be deemed to include
all documents incorporated therein by reference pursuant to the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), prior to the execution of
this Agreement. A "preliminary prospectus" shall be deemed to refer to any
prospectus used before the applicable registration statement became effective
and any amendment or supplement thereto that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery
of the applicable underwriting agreement. For purposes of this Agreement, all
references to the Registration Statement, Prospectus or any preliminary
prospectus or to any amendment or supplement to any of them
<PAGE>
shall be deemed to include any copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System.

            1. Representations and Warranties. The Company represents and
warrants to and agrees with each of the Underwriters that:

            (a) The Registration Statement has become effective; no stop order
      suspending the effectiveness of the Registration Statement is in effect,
      and no proceedings for such purpose are pending before or, to the
      knowledge of the Company, threatened by the Commission.

            (b) On the effective date of the Registration Statement, such
      Registration Statement conformed in all material respects to the
      requirements of the Securities Act and the Rules and Regulations and did
      not include any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, and on the date of this Agreement, the
      Registration Statement and the Prospectus will conform in all material
      respects to the requirements of the Securities Act and the Rules and
      Regulations; the Prospectus does not include and will not include any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein, in light of the circumstances under which
      they were made, or necessary to make the statements therein not
      misleading, except that the foregoing does not apply to (A) statements in
      or omissions from any of such documents based upon written information
      furnished to the Company by any Underwriter through the representatives or
      representatives of the Underwriters, if any ("REPRESENTATIVES"),
      specifically for use therein or (B) that part of the Registration
      Statement that constitutes the Statement of Eligibility (Form T-1) under
      the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"),
      of the Trustee; and the documents incorporated by reference in the
      Prospectus, at the time they were, or hereafter, are filed with the
      Commission, complied and, at any time when a prospectus relating to the
      Securities is required to be delivered under the Securities Act in
      connection with sales by any Underwriter or dealer, will comply as to form
      in all material respects with the requirements of the Exchange Act and the
      rules and regulations thereunder.

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

            (d) Each Significant Subsidiary (as defined below) of the Company
      has been duly incorporated and is an existing corporation in good standing
      under the laws of the jurisdiction of its incorporation, with power and
      authority (corporate and other) to own its


                                      -2-
<PAGE>
      properties and conduct its business as described in the Prospectus; and
      each Significant Subsidiary of the Company is, to the extent applicable,
      duly qualified to do business as a foreign corporation in good standing in
      all other jurisdictions in which its ownership or lease of property or the
      conduct of its business requires such qualification, except where the
      failure to be so qualified would not individually or in the aggregate have
      a Material Adverse Effect; all of the issued and outstanding capital stock
      of each Significant Subsidiary of the Company has been duly authorized and
      validly issued and is fully paid and nonassessable; and the capital stock
      of each Significant Subsidiary owned by the Company, directly or through
      subsidiaries, is owned free from liens, encumbrances and defects. As used
      herein, "SIGNIFICANT SUBSIDIARIES" means Berkley Regional Insurance
      Company, Berkley Insurance Company and Admiral Insurance Company, which
      are currently the only operating insurance companies that are "significant
      subsidiaries" of the Company as that term is defined in Rule 1-02(w) of
      Regulation S-X of the Rules and Regulations.

            (e) The Indenture has been duly qualified under the Trust Indenture
      Act and has been duly authorized, and on the Closing Date (as defined
      below) will be duly executed and delivered by the Company and a valid and
      binding Agreement of the Company, enforceable in accordance with its terms
      except as (i) the enforceability thereof may be limited by bankruptcy,
      insolvency or similar laws affecting creditors' rights generally and (ii)
      rights of acceleration and the availability of equitable remedies may be
      limited by equitable principles of general applicability.

            (f) The Securities have been duly authorized and, when executed and
      authenticated in accordance with the provisions of the Indenture and
      delivered to and paid for by the Underwriters in accordance with the terms
      of this Agreement on the Closing Date, such Securities will be duly
      executed, authenticated, issued and delivered and entitled to the benefits
      of the Indenture and will be valid and binding obligations of the Company,
      enforceable in accordance with their terms except as (i) the
      enforceability thereof may be limited by bankruptcy, insolvency or similar
      laws affecting creditors' rights generally and (ii) rights of acceleration
      and the availability of equitable remedies may be limited by equitable
      principles of general applicability; and the Securities and the Indenture
      will conform to the descriptions thereof in the Prospectus.

            (g) Except as disclosed in the Prospectus, there are no contracts,
      agreements or understandings between the Company and any person that would
      give rise to a valid claim against the Company or any Underwriter for a
      brokerage commission, finder's fee or other like payment in connection
      with this offering.

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


                                      -3-
<PAGE>
            (i) No consent, approval, authorization, or order of, or filing
      with, any governmental agency or body or any court is required for the
      performance by the Company of its obligations under this Agreement, the
      Indenture or the Securities, except such as have been obtained and made
      under the Securities Act, as contemplated under Section 5(a) hereof, and
      such as may be required under state securities laws.

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

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

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

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

            (n) The Company has made all required filings under applicable
      insurance holding company statutes, and has received approvals of
      acquisition of control and/or affiliate transactions, in each jurisdiction
      in which such filings or approvals are required, except where the failure
      to have made such filings or receive such approvals in any such
      jurisdiction would not have individually or in the aggregate a Material
      Adverse Effect; each of the Company's Significant Subsidiaries that is
      required to be organized and licensed as an insurance or reinsurance
      company (the "INSURANCE SUBSIDIARIES") in its jurisdiction of
      incorporation is duly organized and licensed as an insurance or
      reinsurance company in its respective jurisdiction of incorporation, and
      each such Significant


                                      -4-
<PAGE>
      Subsidiary is duly licensed or authorized as an insurer or reinsurer (the
      "INSURANCE LICENSES") in each other jurisdiction in which such licensing
      or authorization is required, except where the failure to be so licensed
      or authorized in any such jurisdiction would not have individually or in
      the aggregate a Material Adverse Effect; there is no pending or, to the
      knowledge of the Company, threatened action, suit, proceeding or
      investigation that would reasonably be expected to lead to the revocation,
      termination or suspension of any such Insurance Licenses, the revocation,
      termination or suspension of which would have individually or in the
      aggregate a Material Adverse Effect; and except as disclosed in the
      Prospectus, no insurance regulatory agency or body has issued any order or
      decree impairing, restricting or prohibiting the payment of dividends of
      any Company subsidiary to its respective parent which would have
      individually or in the aggregate a Material Adverse Effect.

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

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

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

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

            (s) The Company and its subsidiaries own, possess or can acquire on
      reasonable terms, adequate trademarks, trade names and other rights to
      inventions, know-how, patents, copyrights, confidential information and
      other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS")
      materially necessary to conduct the business now operated by them and have
      not received any notice of infringement of or


                                      -5-
<PAGE>
      conflict with asserted rights of others with respect to any intellectual
      property rights that, if determined adversely to the Company or any of its
      subsidiaries, would individually or in the aggregate have a Material
      Adverse Effect.

            (t) Except as disclosed in the Prospectus, neither the Company nor
      any of its subsidiaries is in violation of any statute, any rule,
      regulation, decision or order of any governmental agency or body or any
      court, domestic or foreign, relating to the use, disposal or release of
      hazardous or toxic substances or relating to the protection or restoration
      of the environment or human exposure to hazardous or toxic substances
      (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property
      contaminated with any substance that is subject to any environmental laws,
      is liable for any off-site disposal or contamination pursuant to any
      environmental laws, or is subject to any claim relating to any
      environmental laws, which violation, contamination, liability or claim
      would individually or in the aggregate have a Material Adverse Effect; and
      the Company is not aware of any pending investigation which would
      reasonably be expected to lead to such a claim.

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

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

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


                                      -6-
<PAGE>
            (x) The Company and its subsidiaries maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management's general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with United
      States generally accepted accounting principles and to maintain asset
      accountability; (iii) access to assets is permitted only in accordance
      with management's general or specific authorization; and (iv) the recorded
      accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

            (y) Except as disclosed in the Prospectus and except for regular
      dividends declared or paid consistent with past practice, since the date
      of the latest audited financial statements included in the Prospectus, (i)
      there has been no material adverse change, nor any development or event
      involving a prospective material adverse change, in the condition
      (financial or other), business, properties or results of operations of the
      Company and its subsidiaries taken as a whole, (ii) there have not been
      any transactions entered into by the Company or any of its subsidiaries
      other than in the ordinary course of business which are material to the
      Company and its subsidiaries taken as a whole, and, (iii) there has been
      no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital stock.

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

            2. Agreements to Sell and Purchase. The Company hereby agrees to
sell to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amount of Securities set forth in Schedule I
hereto opposite its name at 98.700% of their principal amount (the "PURCHASE
PRICE") plus accrued interest, if any, from August 24, 2004 to the date of
payment and delivery.

            3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Securities as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Company is further
advised by you that the Securities are to be offered to the public initially at
99.375% of their principal amount (the "PUBLIC OFFERING PRICE") plus accrued
interest, if any, from August 24, 2004 to the date of payment and delivery and
to certain dealers selected by you at a price that represents a concession not
in excess of 0.400% of their principal amount under the Public Offering Price,
and that any Underwriter may allow, and such dealers may reallow, a concession
to certain other dealers not to exceed 0.25% of the principal amount of the
Securities.

            4. Payment and Delivery. Payment for the Securities shall be made to
the Company in Federal or other funds immediately available in New York City
against delivery of such Securities at 9:00 a.m., New York City time, on August
24, 2004, or at such other time on


                                      -7-
<PAGE>
the same or such other date, not later than August 31, 2004, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

            Certificates for the Securities shall be in global form and
registered in such names and in such denominations as you shall request in
writing not later than one full business day prior to the Closing Date. The
certificates evidencing the Securities shall be delivered to you on the Closing
Date for the respective accounts of the several Underwriters, with any transfer
taxes payable in connection with the transfer of the Securities to the
Underwriters duly paid, against payment of the Purchase Price therefor plus
accrued interest, if any, to the date of payment and delivery.

            5. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

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

            (b) The Company will advise Morgan Stanley & Co. Incorporated
      promptly of any proposal to amend or supplement the Registration Statement
      or the Prospectus and will afford Morgan Stanley & Co. Incorporated a
      reasonable opportunity to comment on any such proposed amendment or
      supplement; provided, however, the Company shall not file any such
      proposed amendment or supplement to which Morgan Stanley & Co.
      Incorporated reasonably objects; and the Company will also advise Morgan
      Stanley & Co. Incorporated promptly of the filing of any such amendment or
      supplement and of the institution by the Commission of any stop order
      proceedings in respect of the Registration Statement or of any part
      thereof and will use its best efforts to prevent the issuance of any such
      stop order and to obtain as soon as possible its lifting, if issued.

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


                                      -8-
<PAGE>
            (d) As soon as practicable, but not later than 16 months, after the
      date of this Agreement, the Company will make generally available to its
      securityholders an earnings statement covering a period of at least 12
      months beginning after the later of (i) the effective date of the
      registration statement relating to the Securities, (ii) the effective date
      of the most recent post-effective amendment to the Registration Statement
      to become effective prior to the date of this Agreement and (iii) the date
      of the Company's most recent Annual Report on Form 10-K filed with the
      Commission prior to the date of this Agreement, which will satisfy the
      provisions of Section 11(a) of the Securities Act.

            (e) The Company will furnish to the Representatives copies of the
      Registration Statement, including all exhibits, any related preliminary
      prospectus, any related preliminary prospectus supplement, the Prospectus
      and all amendments and supplements to such documents, in each case prior
      to 3:00 P.M. New York City time on the business day next succeeding the
      date of this Agreement or as soon as possible, with respect to any
      amendment or supplement, during the period mentioned in Section 5(c) above
      and in such quantities as Morgan Stanley & Co. Incorporated reasonably
      requests. The Company will pay the expenses of printing and distributing
      to the Underwriters all such documents.

            (f) The Company will arrange for the qualification of the Securities
      for sale under the laws of such jurisdictions as Morgan Stanley & Co.
      Incorporated reasonably designates and will continue such qualifications
      in effect so long as required for the distribution; provided, that in
      connection therewith the Company shall not be required to qualify to do
      business in any jurisdiction or to file or consent or otherwise subject
      itself to service of process or taxation in any jurisdiction where it is
      not already so subject.

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

            (h) Whether or not the transactions contemplated in this Agreement
      are consummated or this Agreement is terminated, to pay or cause to be
      paid all expenses incident to the performance of its obligations under
      this Agreement, including: (i) the fees, disbursements and expenses of the
      Company's counsel and the Company's accountants in connection with the
      registration and delivery of the Securities under the Securities Act and
      all other fees or expenses in connection with the preparation and filing
      of the Indenture, the Registration Statement, any preliminary prospectus,
      the Prospectus and amendments and supplements to any of the foregoing,
      including all printing costs associated therewith, and the mailing and
      delivering of copies thereof to the Underwriters and dealers, in the
      quantities hereinabove specified, (ii) all costs and expenses related to
      the transfer and delivery of the Securities to the Underwriters, including
      any transfer or other taxes payable thereon, (iii) the cost of printing
      certificates representing the


                                      -9-
<PAGE>
      Securities, (iv) any fees charged by securities rating services for rating
      the Securities, (v) the fees and expenses of the Trustee and any agent of
      the Trustee and the fees and disbursements of counsel for the Trustee in
      connection with the Indenture and the Securities, (vi) travel and lodging
      expenses of officers and employees of the Company for any "road show"
      undertaken in connection with the marketing of the offering of the
      Securities, and one-half of the cost of any aircraft chartered in
      connection with the road show, and (vii) all other costs and expenses
      incident to the performance of the obligations of the Company hereunder
      for which provision is not otherwise made in this Section. It is
      understood, however, that except as provided in this Section, Section 7
      entitled "Indemnity and Contribution", and the last paragraph of Section 9
      below, the Underwriters will pay all of their costs and expenses,
      including fees and disbursements of their counsel, transfer taxes payable
      on resale of any of the Securities by them and any advertising expenses
      connected with any offers they may make.

            6. Conditions to the Underwriters' Obligations. The obligations of
the Company to sell the Securities to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Securities on the
Closing Date are subject to the following conditions:

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

            (b) Subsequent to the execution and delivery of this Agreement and
      prior to the Closing Date:

                  (i) there shall not have occurred any downgrading, nor shall
            any notice have been given of any intended or potential downgrading
            or of any review for a possible change that does not indicate the
            direction of the possible change, in the rating accorded any of the
            Company's securities by Moody's Investors Service, Inc. or Standard
            & Poor's Ratings Group, a division of McGraw Hill, Inc.; and

                  (ii) there shall not have occurred any change, or any
            development involving a prospective change, in the condition,
            financial or otherwise, or in the earnings, business or operations
            of the Company and its subsidiaries, taken as a whole, from that set
            forth in the Prospectus (exclusive of any amendments or supplements
            thereto subsequent to the date of this Agreement) that, in your
            judgment, is material and adverse and that makes it, in your
            judgment, impracticable to market the Securities on the terms and in
            the manner contemplated in the Prospectus.


                                      -10-
<PAGE>
            (c) The Underwriters shall have received on the Closing Date an
      opinion of Willkie Farr & Gallagher LLP, outside counsel for the Company,
      dated the Closing Date, to the effect that:

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

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

                  (iii) The Indenture has been duly qualified under the Trust
            Indenture Act, has been duly authorized, executed and delivered by
            the Company and is a valid and binding agreement of the Company,
            enforceable in accordance with its terms except as (A) the
            enforceability thereof may be limited by bankruptcy, insolvency or
            similar laws affecting creditors' rights generally and (B) rights of
            acceleration and the availability of equitable remedies may be
            limited by equitable principles of general applicability;

                  (iv) The Securities have been duly authorized by all necessary
            corporate action, have been executed, authenticated, issued and
            delivered and are entitled to the benefits of the Indenture and are
            valid and binding obligations of the Company, enforceable in
            accordance with their terms except as (A) the enforceability thereof
            may be limited by bankruptcy, insolvency or similar laws affecting
            creditors' rights generally and (B) rights of acceleration and the
            availability of equitable remedies may be limited by equitable
            principles of general applicability; and the Securities and the
            Indenture conform in all material respects to the descriptions
            thereof contained in the Prospectus;

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

                  (vi) The Registration Statement has become effective under the
            Securities Act, the Prospectus was filed with the Commission
            pursuant to the subparagraph of Rule 424(b) specified in such
            opinion on the date specified therein, and, to the best of the
            knowledge of such counsel, no stop order suspending the
            effectiveness of the Registration Statement or any part thereof has
            been issued and no proceedings for that purpose have been instituted
            or are pending or contemplated under the Securities Act, and the
            Registration Statement and the Prospectus (but not including the
            Form T-1 heretofore referred to or any


                                      -11-
<PAGE>
            document incorporated by reference in the Registration Statement or
            the Prospectus), as of the date of this Agreement, and any amendment
            or supplement thereto, and as of its date, complied as to form in
            all material respects with the requirements of the Securities Act
            and the Rules and Regulations; it being understood that such counsel
            need express no opinion as to the financial statements or other
            financial data contained in the Registration Statement or the
            Prospectus;

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

                  (viii) The information in the Prospectus under the captions
            "Description of the Debt Securities," "Description of Notes," "Plan
            of Distribution" and "Underwriters," to the extent that such
            information is applicable to the Securities and constitutes matter
            of law or legal conclusions or descriptions of documents referred to
            therein, has been reviewed by such counsel and is correct in all
            material respects; and

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

            The opinion of Willkie Farr & Gallagher LLP described in this
      Section 6(c) above shall be rendered to the Underwriters at the request of
      the Company and shall so state therein.

            In rendering such opinions, such counsel may state that (i) its
      opinion is limited to matters governed by the Federal laws of the United
      States of America, the laws of the State of New York and the corporate law
      of the State of Delaware and (ii) it has relied, as to matters of fact and
      to the extent it deems proper, on certificates of responsible officers of
      the Company or public officials. In addition to the matters set forth
      above, such counsel shall state that it has no reason to believe that the
      Registration Statement, as of the date of this Agreement or as of the
      Closing Date, or any amendment thereto, as of its date or as of the
      Closing Date, contained any untrue statement of a material fact or omitted
      to state any material fact required to be stated therein or necessary to
      make the statements therein not misleading or that the Prospectus, as of
      the date of this Agreement or as of such Closing Date, or any amendment or
      supplement thereto, as of its date or as of the Closing Date, contained
      any untrue statement of a material fact or omitted to state any material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading; it being
      understood that such counsel need express no view as to (A) the financial
      statements or other financial data contained in the Registration Statement
      or the Prospectus and (B) that part of the Registration Statement that
      constitutes the Form T-1 heretofore referred to.


                                      -12-
<PAGE>
            (d) The Underwriters shall have received on the Closing Date an
      opinion of Ira S. Lederman, Senior Vice President - General Counsel and
      Secretary of the Company, dated the Closing Date, to the effect that:

                  (i) The Company has an authorized capitalization as is set
            forth in the Prospectus;

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

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

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

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


                                      -13-
<PAGE>
                  (vi) The execution and delivery of, and the performance by the
            Company of its obligations under, this Agreement, the Indenture and
            the Securities will not result in a breach or violation of any of
            the terms and provisions of, or constitute a default under, any
            statute, any rule, regulation or order of any governmental agency or
            body or any court having jurisdiction over the Company or any
            Significant Subsidiary of the Company or the charter or by-laws of
            any such subsidiary, or, to the best of such counsel's knowledge,
            any of their material properties, or any material agreement,
            contract, indenture, mortgage, loan agreement, note, lease or other
            instrument to which the Company or any such subsidiary is a party or
            by which the Company or any such subsidiary is bound or to which any
            of the properties of the Company or any such subsidiary is subject;

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

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


                                      -14-
<PAGE>
                  (ix) The documents incorporated by reference in the Prospectus
            pursuant to Item 12 of Form S-3 under the Securities Act (other than
            the financial statements, supporting schedules and other financial
            information included or incorporated by reference therein, as to
            which no opinion need to be rendered), at the time they were filed
            with the Commission or delivered to the security holders, as the
            case may be, complied as to form in all material respects with the
            requirements of the Exchange Act and the rules and regulations
            thereunder; and

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

            In rendering such opinions, such counsel may state that (i) its
      opinion is limited to matters governed by the Federal laws of the United
      States of America, the laws of the State of New York and the corporate law
      of the State of Delaware and (ii) it has relied, as to matters of fact and
      to the extent it deems proper, on certificates of responsible officers of
      the Company or public officials. In addition to the matters set forth
      above, such counsel shall state that it has no reason to believe that the
      Registration Statement, as of the date of this Agreement or as of the
      Closing Date, or any amendment thereto, as of its date or as of the
      Closing Date, contained any untrue statement of a material fact or omitted
      to state any material fact required to be stated therein or necessary to
      make the statements therein not misleading or that the Prospectus, as of
      the date of this Agreement or as of such Closing Date, or any amendment or
      supplement thereto, as of its date or as of the Closing Date, contained
      any untrue statement of a material fact or omitted to state any material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading; it being
      understood that such counsel need express no view as to (A) the financial
      statements or other financial data contained in the Registration Statement
      or the Prospectus and (B) that part of the Registration Statement that
      constitutes the Form T-1 heretofore referred to.

            (e) The Underwriters shall have received on the Closing Date an
      opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the
      Underwriters, dated the Closing Date, with respect to the incorporation of
      the Company, the execution and delivery of this Agreement, the
      qualification, execution, delivery and enforceability of the Indenture,
      the authorization, validity and enforceability of the Securities, the
      Registration Statement, the Prospectus and other related matters as the
      Representatives may require, and the Company shall have furnished to such
      counsel such documents as they request for the purpose of enabling them to
      pass upon such matters.

            (f) The Underwriters shall have received on the Closing Date a
      certificate, dated the Closing Date, of the President or any Vice
      President and a principal financial or accounting officer of the Company
      in which such officers, to the best of their knowledge and after
      reasonable investigation, shall state that the representations and
      warranties of


                                      -15-
<PAGE>
      the Company in this Agreement are true and correct, that the Company has
      complied with all agreements and satisfied all conditions on its part to
      be performed or satisfied hereunder at or prior to the Closing Date, that
      no stop order suspending the effectiveness of the Registration Statement
      or of any part thereof has been issued and no proceedings for that purpose
      have been instituted or are contemplated by the Commission and that,
      subsequent to the date of the most recent financial statements in the
      Prospectus, (i) there has not occurred any downgrading, nor has any notice
      been given of any intended or potential downgrading or any review for a
      possible change that does not indicate the direction of the possible
      change, in the rating accorded any of the Company's securities by Moody's
      Investors Service, Inc. or Standard & Poor's Ratings Group, a division of
      McGraw Hill, Inc., and (ii) there has been no material adverse change, nor
      any development or event involving a prospective material adverse change,
      in the condition (financial or other), business, properties or results of
      operations of the Company and its subsidiaries taken as a whole except as
      set forth in or contemplated by the Prospectus or as described in such
      certificate.

            (g) The Underwriters shall have received on the Closing Date a
      letter dated the day immediately preceding the Closing Date, in form and
      substance agreed to by LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
      the Underwriters, from KPMG LLP, independent public accountants,
      containing statements and information of the type ordinarily included in
      accountants' "comfort letters" to underwriters with respect to the
      financial statements and certain financial information contained in the
      Registration Statement and the Prospectus, which letter shall use a
      "cut-off date" not earlier than the date hereof.

            7. Indemnity and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter, each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act and each affiliate of any Underwriter within the
meaning of Rule 405 under the Securities Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in subsection (b) below; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Securities, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) was
not sent or given by or on behalf of such Underwriter to such person, if
required by law so to have been delivered, at or


                                      -16-
<PAGE>
prior to the written confirmation of the sale of the Securities to such person,
and if the Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncompliance by the Company with Section 5(e) hereof.

            (b) Each Underwriter agrees, severally and not jointly, to indemnify
      and hold harmless the Company, its directors, its officers who sign the
      Registration Statement and each person, if any, who controls the Company
      within the meaning of either Section 15 of the Securities Act or Section
      20 of the Exchange Act to the same extent as the foregoing indemnity from
      the Company to such Underwriter, but only with reference to information
      relating to such Underwriter furnished to the Company in writing by such
      Underwriter through you expressly for use in the Registration Statement,
      any preliminary prospectus, the Prospectus or any amendments or
      supplements thereto.

            (c) In case any proceeding (including any governmental
      investigation) shall be instituted involving any person in respect of
      which indemnity may be sought pursuant to Section 7(a) or 7(b), such
      person (the "INDEMNIFIED PARTY") shall promptly notify the person against
      whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
      and the indemnifying party, upon request of the indemnified party, shall
      retain counsel reasonably satisfactory to the indemnified party to
      represent the indemnified party and any others the indemnifying party may
      designate in such proceeding and shall pay the fees and disbursements of
      such counsel related to such proceeding. In any such proceeding, any
      indemnified party shall have the right to retain its own counsel, but the
      fees and expenses of such counsel shall be at the expense of such
      indemnified party unless (i) the indemnifying party and the indemnified
      party shall have mutually agreed to the retention of such counsel or (ii)
      the named parties to any such proceeding (including any impleaded parties)
      include both the indemnifying party and the indemnified party and
      representation of both parties by the same counsel would be inappropriate
      due to actual or potential differing interests between them. It is
      understood that the indemnifying party shall not, in respect of the legal
      expenses of any indemnified party in connection with any proceeding or
      related proceedings in the same jurisdiction, be liable for the fees and
      expenses of more than one separate firm (in addition to any local counsel)
      for all such indemnified parties and that all such fees and expenses shall
      be reimbursed as they are incurred. Such firm shall be designated in
      writing by Morgan Stanley & Co. Incorporated, in the case of parties
      indemnified pursuant to Section 7(a), and by the Company, in the case of
      parties indemnified pursuant to Section 7(b). The indemnifying party shall
      not be liable for any settlement of any proceeding effected without its
      written consent, but if settled with such consent or if there be a final
      judgment for the plaintiff, the indemnifying party agrees to indemnify the
      indemnified party from and against any loss or liability by reason of such
      settlement or judgment. Notwithstanding the foregoing sentence, if at any
      time an indemnified party shall have requested an indemnifying party to
      reimburse the indemnified party for fees and expenses of counsel as
      contemplated by the second and third sentences of this paragraph, the
      indemnifying party agrees that it shall be liable for any settlement of
      any proceeding effected without its written consent if (i) such settlement
      is entered into more than 30 days after receipt by such indemnifying party
      of the aforesaid request and (ii) such indemnifying party shall not have
      reimbursed the indemnified party in accordance with such request prior to
      the date of such


                                      -17-
<PAGE>
      settlement. No indemnifying party shall, without the prior written consent
      of the indemnified party, effect any settlement of any pending or
      threatened proceeding in respect of which any indemnified party is or
      could have been a party and indemnity could have been sought hereunder by
      such indemnified party, unless such settlement includes an unconditional
      release of such indemnified party from all liability on claims that are
      the subject matter of such proceeding.

            (d) To the extent the indemnification provided for in Section 7(a)
      or 7(b) is unavailable to an indemnified party or insufficient in respect
      of any losses, claims, damages or liabilities referred to therein, then
      each indemnifying party under such paragraph, in lieu of indemnifying such
      indemnified party thereunder, shall contribute to the amount paid or
      payable by such indemnified party as a result of such losses, claims,
      damages or liabilities (i) in such proportion as is appropriate to reflect
      the relative benefits received by the Company on the one hand and the
      Underwriters on the other hand from the offering of the Securities or (ii)
      if the allocation provided by clause 7(d)(i) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only
      the relative benefits referred to in clause 7(d)(i) above but also the
      relative fault of the Company on the one hand and of the Underwriters on
      the other hand in connection with the statements or omissions that
      resulted in such losses, claims, damages or liabilities, as well as any
      other relevant equitable considerations. The relative benefits received by
      the Company on the one hand and the Underwriters on the other hand in
      connection with the offering of the Securities shall be deemed to be in
      the same respective proportions as the net proceeds from the offering of
      the Securities (before deducting expenses) received by the Company and the
      total underwriting discounts and commissions received by the Underwriters,
      in each case as set forth in the table on the cover of the Prospectus,
      bear to the aggregate Public Offering Price of the Securities. The
      relative fault of the Company on the one hand and the Underwriters on the
      other hand shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to
      information supplied by the Company or by the Underwriters and the
      parties' relative intent, knowledge, access to information and opportunity
      to correct or prevent such statement or omission. The Underwriters'
      respective obligations to contribute pursuant to this Section 7 are
      several in proportion to the respective principal amount of Securities
      they have purchased hereunder, and not joint.

            (e) The Company and the Underwriters agree that it would not be just
      or equitable if contribution pursuant to this Section 7 were determined by
      pro rata allocation (even if the Underwriters were treated as one entity
      for such purpose) or by any other method of allocation that does not take
      account of the equitable considerations referred to in Section 7(d). The
      amount paid or payable by an indemnified party as a result of the losses,
      claims, damages and liabilities referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any such action or
      claim. Notwithstanding the provisions of this Section 7, no Underwriter
      shall be required to contribute any amount in excess of the amount by
      which the total price at which the Securities underwritten by it and
      distributed to the public were offered to the public exceeds the amount of
      any damages


                                      -18-
<PAGE>
      that such Underwriter has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission. No
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation.
      The remedies provided for in this Section 7 are not exclusive and shall
      not limit any rights or remedies which may otherwise be available to any
      indemnified party at law or in equity.

            (e) The indemnity and contribution provisions contained in this
      Section 7 and the representations, warranties and other statements of the
      Company contained in this Agreement shall remain operative and in full
      force and effect regardless of (i) any termination of this Agreement, (ii)
      any investigation made by or on behalf of any Underwriter or any person
      controlling any Underwriter or by or on behalf of the Company, its
      officers or directors or any person controlling the Company and (iii)
      acceptance of and payment for any of the Securities.

            8. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if: (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange or the National Association
of Securities Dealers, Inc., (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
material disruption in securities settlement, payment or clearance services in
the United States shall have occurred, (iv) any moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (v) there shall have occurred any outbreak or escalation
of hostilities or, any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse; and (b) in the case of any of
the events specified in clauses 8(a)(i) through 8(a)(v), such event, singly or
together with any other such event, makes it, in your judgment, impracticable or
inadvisable to proceed with the offer, sale or delivery of the Securities on the
terms and in the manner contemplated in the Prospectus.

            9. Effectiveness; Defaulting Underwriters. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

            If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities that it has or they have agreed to
purchase hereunder on such date, and the aggregate principal amount of
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate principal
amount of the Securities to be purchased on such date, the other Underwriters
shall be obligated severally in the proportions that the principal amount of
Securities set forth opposite their respective names in Schedule I bears to the
aggregate principal amount of Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided,
that in no event shall the principal amount of Securities that any Underwriter
has agreed to purchase pursuant to this Agreement be increased pursuant to this
Section 9 by an amount in excess of one-ninth of such principal amount of
Securities without the written consent of such Underwriter. If, on the


                                      -19-
<PAGE>
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Securities and the aggregate principal amount of Securities with respect to
which such default occurs is more than one-tenth of the aggregate principal
amount of Securities to be purchased, and arrangements satisfactory to you and
the Company for the purchase of such Securities are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any such case either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

            If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

            10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Morgan Stanley & Co. Incorporated, 1585 Broadway,
New York, New York 10036, Attention: Corporate Finance Execution, or, if sent to
the Company, will be mailed, delivered or telegraphed and confirmed to it at
address and numbers of the Company set forth in the Registration Statement,
Attention: Ira S. Lederman, Senior Vice President - General Counsel and
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed and confirmed to such
Underwriter.

            11. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

            12. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.

            13. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -20-
<PAGE>
                                    Very truly yours,

                                    W. R. BERKLEY CORPORATION




                                    By:   /s/ William R. Berkley, Jr.
                                          ------------------------------
                                          Name: William R. Berkley, Jr.
                                          Title: Senior Vice President




Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.

   Acting severally on behalf
   of themselves and the
   several Underwriters named
   in Schedule I hereto

By: MORGAN STANLEY & CO. INCORPORATED



    By: /s/ Michael Fusco
        ------------------------
        Name: Michael Fusco
        Title: Executive Director


                                      -21-
<PAGE>
                                                                      SCHEDULE I




<TABLE>
<CAPTION>
                                                            PRINCIPAL AMOUNT
                                                             OF SECURITIES
                       UNDERWRITER                          TO BE PURCHASED
                       -----------                          ---------------
<S>                                                         <C>
Morgan Stanley & Co. Incorporated                            $  90,000,000
Deutsche Bank Securities Inc.                                   60,000,000
                                                                ----------
                         Total...............                $ 150,000,000
                                                             =============
</TABLE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>y00880exv4w2.txt
<DESCRIPTION>FORM OF THIRD SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                     Exhibit 4.2
================================================================================

                            W. R. BERKLEY CORPORATION

                                       TO

                        THE BANK OF NEW YORK, as Trustee


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

                         THIRD SUPPLEMENTAL INDENTURE TO
                        INDENTURE DATED FEBRUARY 14, 2003
                            (SENIOR DEBT SECURITIES)

                           Dated as of August 24, 2004

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

                          6.150% Senior Notes due 2019


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                    <C>                                                                                      <C>
                                    ARTICLE I

                       Relation to Indenture; Definitions

   Section 1.1.        RELATION TO INDENTURE......................................................................1
   Section 1.2.        DEFINITIONS................................................................................1

                                   ARTICLE II

                            The Series of Securities

   Section 2.1.        TITLE OF THE SECURITIES....................................................................2
   Section 2.2.        LIMITATION ON AGGREGATE PRINCIPAL AMOUNT...................................................2
   Section 2.3.        PRINCIPAL PAYMENT DATE.....................................................................2
   Section 2.4.        INTEREST AND INTEREST RATES................................................................2
   Section 2.5.        PLACE OF PAYMENT...........................................................................3
   Section 2.6.        REDEMPTION.................................................................................3
   Section 2.7.        DENOMINATION...............................................................................5
   Section 2.8.        CURRENCY...................................................................................5
   Section 2.9.        FORM OF NOTES..............................................................................5
   Section 2.10.       REGISTRAR AND PAYING AGENT FOR THE NOTES...................................................5
   Section 2.11.       SINKING FUND OBLIGATIONS...................................................................5
   Section 2.12.       DEFEASANCE AND COVENANT DEFEASANCE.........................................................5
   Section 2.13.       PAYMENT OF TAXES...........................................................................5
   Section 2.14.       LIMITATION ON LIENS ON STOCK OF PRINCIPAL SUBSIDIARIES.....................................5
   Section 2.15.       LIMITATIONS ON ISSUE OR DISPOSITION OF COMMON STOCK OF PRINCIPAL SUBSIDIARIES..............6
   Section 2.16.       IMMEDIATELY AVAILABLE FUNDS................................................................6

                                   ARTICLE III

                            Miscellaneous Provisions

   Section 3.1.        TRUSTEE NOT RESPONSIBLE FOR RECITALS.......................................................6
   Section 3.2.        PAYMENT OF EXPENSES UPON RESIGNATION OR REMOVAL............................................7
   Section 3.3.        ADOPTION, RATIFICATION AND CONFIRMATION....................................................7
   Section 3.4.        COUNTERPARTS...............................................................................7
   Section 3.5.        GOVERNING LAW..............................................................................7
</TABLE>




<PAGE>


                            W. R. BERKLEY CORPORATION

                         THIRD SUPPLEMENTAL INDENTURE TO
                        INDENTURE DATED FEBRUARY 14, 2003
                            (SENIOR DEBT SECURITIES)

                                  $150,000,000

                          6.150% Senior Notes due 2019

            THIRD SUPPLEMENTAL INDENTURE, dated as of August 24, 2004 between W.
R. BERKLEY CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF
NEW YORK, a trust company organized under the laws of the State of New York, as
Trustee (the "Trustee").

                                    RECITALS

            The Company has heretofore executed and delivered to the Trustee an
indenture for senior debt securities, dated as of February 14, 2003 (the
"Indenture"), providing for the issuance from time to time of series of the
Company's Securities.

            Section 3.1 of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture.

            Section 9.1(4) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.1 and
3.1 of the Indenture.

            NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

            For and in consideration of the premises and the issuance of the
series of Securities provided for herein, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Securities of such series, as
follows:

                                   ARTICLE I

                       RELATION TO INDENTURE; DEFINITIONS

            Section 1.1. RELATION TO INDENTURE. This Third Supplemental
Indenture constitutes an integral part of the Indenture.

            Section 1.2. DEFINITIONS. For all purposes of this Third
Supplemental Indenture:


                                       1
<PAGE>

            (a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;

            (b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third
Supplemental Indenture; and

            (c) The terms "herein," "hereof," "hereunder" and other words of
similar import refer to this Third Supplemental Indenture.

            (d) "Fair Value," when used with respect to Common Stock, means the
fair value thereof as determined in good faith by the Board of Directors.

                                   ARTICLE II

                            THE SERIES OF SECURITIES

            Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the "6.150% Senior Notes due 2019" (the "Notes").

            Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Notes shall initially be limited to $150,000,000. The
Company may, without the consent of the Holders of the Notes, issue additional
Securities having the same interest rate, maturity date and other terms as
described in the related prospectus supplement and prospectus. Any additional
Securities, together with the Notes offered by the related prospectus
supplement, will constitute a single series of Securities under the Indenture.
No additional Securities may be issued if an Event of Default under the
Indenture has occurred and is continuing with respect to the Securities.

            Section 2.3. PRINCIPAL PAYMENT DATE. The principal amount of the
Notes outstanding (together with any accrued and unpaid interest) shall be
payable in a single installment on August 15, 2019, which date shall be the
Stated Maturity of the Notes Outstanding.

            Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on
each Note shall be 6.150% per annum, accruing from August 24, 2004, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, payable semiannually in
arrears on February 15 and August 15 of each year commencing February 15, 2005
until the principal thereof shall have become due and payable, and until the
principal thereof is paid or duly provided for or made available for payment.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any partial period shall be computed on the basis of the actual
number of days elapsed in a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on any Note is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay). The interest installment so payable in respect of
any Note, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to


                                       2
<PAGE>

the person in whose name such Note (or one or more Predecessor Securities) is
registered at the close of business on February 1 or August 1 prior to such
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for in respect of any Note shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may either be paid to the
Person in whose name such Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest, notice whereof shall be
given to the Holders of the Notes not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.

            Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Notes
may be presented or surrendered for payment, where the Notes may be surrendered
for registration of transfer or exchange and where notices and demand to or upon
the Company in respect of the Notes and the Indenture may be served shall be the
Corporate Trust Office of the Trustee.

            Section 2.6. REDEMPTION.

            (a) The Company may redeem the Notes, in whole or in part, at any
time at a Redemption Price equal to the greater of (i) 100% of the principal
amount of such Securities to be redeemed or (ii) an amount, as determined by an
Independent Investment Banker, equal to the sum of the present values of the
remaining scheduled payments of principal of and interest on the securities to
be redeemed (not including any portion of such payments of interest accrued as
of the date of redemption) discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus 30 basis points, plus, in either of the above
cases, accrued and unpaid interest thereon to, but not including, the Redemption
Date.

            (b) For the purposes of this Section 2.6,

            "Adjusted Treasury Rate" means, with respect to any Redemption Date:

            -     the yield, under the heading which represents the average for
                  the immediately preceding week, appearing in the most recently
                  published statistical release designated "H.15(519)" published
                  by the Board of Governors of the Federal Reserve System (or
                  any successor publication which is published weekly by the
                  Board of Governors of the Federal Reserve System and which
                  establishes yields on actively traded United States Treasury
                  securities adjusted to constant maturity) under the caption
                  "Treasury Constant Maturities," for the maturity corresponding
                  to the Comparable Treasury Issue. If no maturity is within
                  three months before or after the Remaining Life, yields for
                  the two published maturities most closely corresponding to the
                  Comparable Treasury Issue shall be determined and the Adjusted
                  Treasury Rate shall be interpolated or


                                       3
<PAGE>

                  extrapolated from such yields on a straight line basis,
                  rounding to the nearest month; or

            -     if such release (or any successor release) is not published
                  during the week preceding the calculation date or does not
                  contain such yields, the rate per annum equal to the
                  semi-annual equivalent yield to maturity of the Comparable
                  Treasury Issue, calculated using a price for the Comparable
                  Treasury Issue (expressed as a percentage of its principal
                  amount) equal to the Comparable Treasury Price for such
                  Redemption Date.

            The Adjusted Treasury Rate shall be calculated on the third Business
Day preceding the Redemption Date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("Remaining Life").

            "Comparable Treasury Price" means (i) the average of three Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such quotations.

            "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by us.

            "Reference Treasury Dealer" means:

            -     each of Morgan Stanley & Co. Incorporated and Deutsche Bank
                  Securities Inc. and their respective successors; provided
                  that, if any of the foregoing ceases to be a primary U.S.
                  Government securities dealer in the United States (a "Primary
                  Treasury Dealer"), the Company shall substitute therefor
                  another Primary Treasury Dealer; and

            -     any other Primary Treasury Dealer selected by the Company.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City Time, on the third Business Day preceding such Redemption
Date.

            The Company will mail a notice of redemption at least 30 days but
not more than 60 days before the Redemption Date to each holder of the notes to
be redeemed. If less than all


                                       4
<PAGE>

of the notes are to be redeemed, the trustee will select, by such method as it
will deem fair and appropriate, including pro rata or by lot, the notes to be
redeemed in whole or in part.

            Unless the Company defaults in payment of the Redemption Price, on
and after the Redemption Date, interest will cease to accrue on the notes or
portions thereof called for redemption.

            Section 2.7. DENOMINATION. The Notes shall be issuable only in
registered form without coupons and in denominations of $1,000 and integral
multiples thereof.

            Section 2.8. CURRENCY. Principal and interest on the Notes shall be
payable in such coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts.

            Section 2.9. FORM OF NOTES. The Notes shall be substantially in the
form attached as EXHIBIT A hereto.

            Section 2.10. REGISTRAR AND PAYING AGENT FOR THE NOTES. The Trustee
shall serve initially as Registrar and Paying Agent for the Notes.

            Section 2.11. SINKING FUND OBLIGATIONS. The Company has no
obligation to redeem or purchase any Notes pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.

            Section 2.12. DEFEASANCE AND COVENANT DEFEASANCE. The Company has
elected to have both Section 4.2(2) of the Indenture (relating to defeasance)
and Section 4.2(3) (relating to covenant defeasance) applied to the Notes.

            Section 2.13. PAYMENT OF TAXES. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and lawful claims for labor, materials and supplies, which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

            Section 2.14. LIMITATION ON LIENS ON STOCK OF PRINCIPAL
SUBSIDIARIES. The Company will not, and it will not permit any Subsidiary of the
Company to, at any time directly or indirectly create, assume, incur or permit
to exist any Indebtedness secured by a pledge, lien or other encumbrance (any
pledge, lien or other encumbrance being hereinafter in this Section referred to
as a "lien") on the voting securities of Principal Subsidiaries, or the voting
securities of a Subsidiary that owns, directly or indirectly, the voting
securities of any of the Principal Subsidiaries without making effective
provision whereby the Notes then Outstanding (and, if the Company so elects, any
other Indebtedness of the Company


                                       5
<PAGE>

that is not subordinate to the Notes and with respect to which the governing
instruments require, or pursuant to which the Company is otherwise obligated or
required, to provide such security) shall be equally and ratably secured with
such secured Indebtedness so long as such other Indebtedness shall be secured.
For purposes of this Section 2.14 only, "Indebtedness", in addition to those
items specified in Section 1.1 of the Indenture, shall include any obligation
of, or any such obligation guaranteed by, any Person for the payment of amounts
due under a swap agreement or other similar instrument or agreement or foreign
currency hedge exchange or similar instrument or agreement.

            If the Company shall hereafter be required to secure the Notes
equally and ratably with any other Indebtedness pursuant to this Section, (i)
the Company will promptly deliver to the Trustee an Officer's Certificate
stating that the foregoing covenant has been complied with, and an Opinion of
Counsel stating that in the opinion of such counsel the foregoing covenant has
been complied with and that any instruments executed by the Company or any
Subsidiary of the Company in the performance of the foregoing covenant comply
with the requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce the
rights of the holders of the Notes so secured.

            Section 2.15. LIMITATIONS ON ISSUE OR DISPOSITION OF COMMON STOCK OF
PRINCIPAL SUBSIDIARIES. As long as any of the Notes remain outstanding, the
Company will not, and will not permit any Subsidiary to, issue, sell, assign,
transfer or otherwise dispose of, directly or indirectly, any of the Common
Stock of any Principal Subsidiary (except to the Company or to one or more
Subsidiaries or for the purpose of qualifying directors); provided, however,
that this covenant shall not apply if (i) the issuance, sale, assignment,
transfer or other disposition is required to comply with the order of a court or
regulatory authority of competent jurisdiction, other than an order issued at
the request of the Company or of one of its Subsidiaries; (ii) the entire Common
Stock of a Principal Subsidiary then owned by the Company or by its Subsidiaries
is disposed of in a single transaction or in a series of related transactions,
for consideration consisting of cash or other property which is at least equal
to the Fair Value of such Common Stock; or (iii) after giving effect to the
issuance, sale, assignment, transfer or other disposition, the Company and its
Subsidiaries would own directly or indirectly at least 80% of the issued and
outstanding Common Stock of such Principal Subsidiary and such issuance, sale,
assignment, transfer or other disposition is made for consideration consisting
of cash or other property which is at least equal to the Fair Value of such
Common Stock.

            Section 2.16. IMMEDIATELY AVAILABLE FUNDS. All payments of principal
and interest shall be made in immediately available funds.

                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS

            Section 3.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no


                                       6
<PAGE>

responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Third Supplemental Indenture.

            Section 3.2. PAYMENT OF EXPENSES UPON RESIGNATION OR REMOVAL. Upon
termination of this Third Supplemental Indenture or the Indenture or the removal
or resignation of the Trustee, unless otherwise stated, the Company shall pay to
the Trustee all amounts accrued to the date of such termination, removal or
resignation.

            Section 3.3. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture,
as supplemented and amended by this Third Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.

            Section 3.4. COUNTERPARTS. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

            Section 3.5. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE AND
EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


                                       7
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed on the day and year first above
written.

                                         W. R. BERKLEY CORPORATION

                                         By:___________________________
                                             Name:
                                             Title:





                                         THE BANK OF NEW YORK, as Trustee

                                         By:___________________________
                                              Name:
                                              Title:


                                       8
<PAGE>


                                                                       EXHIBIT A

                             (FORM OF FACE OF NOTE)

            This Note is a global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Note is exchangeable for Securities registered in
the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this Note
(other than a transfer of this Note as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

            Unless this Note is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment hereon
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.

Certificate No. 3                                                   $150,000,000
Dated: August 24, 2004                                       CUSIP No. 084423AL6

                            W. R. BERKLEY CORPORATION

                          6.150% Senior Notes due 2019

            W. R. BERKLEY CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS AND
NO CENTS ($150,000,000.00) on August 15, 2019. The Company further promises to
pay interest on said principal sum outstanding from August 24, 2004, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, semiannually (subject to
deferral as set forth herein) in arrears on February 15 and August 15 of each
year commencing February 15, 2005 at the rate of 6.150% per annum, until the
principal hereof shall have become due and payable and, until the principal
hereof is paid or duly provided for or made available for payment. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of the number of actual days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on this Note is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay). A "Business Day," with respect to any Place of


                                      A-1
<PAGE>

Payment or other location, shall mean any day other than a Saturday, Sunday or
other day on which banking institutions in such Place of Payment or other
location are authorized or obligated by law, regulation or executive order to
close. The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on February 1 or August 1 prior to such
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.

            The principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained for that
purpose in the United States in such coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register. Notwithstanding the foregoing, so long
as the Holder of this Note is Cede & Co., the payment of the principal of (and
premium, if any) and interest on this Note will be made at such place and to
such account as may be designated by Cede & Co. All payments of principal and
interest hereunder shall be made in immediately available funds.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.


                                      A-2
<PAGE>


            IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

                                         W. R. BERKLEY CORPORATION



                                         By:_______________________________
                                              Name:
                                             Title:




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

Dated:  August 24, 2004

THE BANK OF NEW YORK,
as Trustee

By:_____________________________
     Authorized Signatory


                                      A-3
<PAGE>


                            (FORM OF REVERSE OF NOTE)

            This Note is one of a duly authorized issue of securities of the
Company, designated as its 6.150% Senior Notes due 2019 (herein referred to as
the "Securities"), issued under and pursuant to an Indenture, dated as of
February 14, 2003 between the Company and The Bank of New York, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), as supplemented by the Third Supplemental Indenture dated as of
August 24, 2004, between the Company and the Trustee (the Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

                  All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                  The Company may redeem the Securities, in whole or in part, at
any time at a Redemption Price equal to the greater of (i) 100% of the principal
amount of such Securities to be redeemed or (ii) an amount, as determined by an
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal of and interest thereon on the securities to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the Redemption Date on a semiannual basis
assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 30 basis points, plus, in either of the above cases, accrued
and unpaid interest thereon to the Redemption Date.

            "Adjusted Treasury Rate" means, with respect to any Redemption Date:

            -     the yield, under the heading which represents the average for
                  the immediately preceding week, appearing in the most recently
                  published statistical release designated "H.15(519)" published
                  by the Board of Governors of the Federal Reserve System (or
                  any successor publication which is published weekly by the
                  Board of Governors of the Federal Reserve System and which
                  establishes yields on actively traded United States Treasury
                  securities adjusted to constant maturity) under the caption
                  "Treasury Constant Maturities," for the maturity corresponding
                  to the Comparable Treasury Issue. If no maturity is within
                  three months before or after the Remaining Life, yields for
                  the two published maturities most closely corresponding to the
                  Comparable Treasury Issue shall be determined and the Adjusted
                  Treasury Rate shall be interpolated or extrapolated from such
                  yields on a straight line basis, rounding to the nearest
                  month; or

            -     if such release (or any successor release) is not published
                  during the week preceding the calculation date or does not
                  contain such yields, the rate per annum equal to the
                  semiannual equivalent yield to maturity of the


                                      A-4
<PAGE>

                  Comparable Treasury Issue, calculated using a price for the
                  Comparable Treasury Issue (expressed as a percentage of its
                  principal amount) equal to the Comparable Treasury Price for
                  such Redemption Date.

            The Adjusted Treasury Rate shall be calculated on the third Business
Day preceding the Redemption Date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the securities to be redeemed that would be
used, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities ("Remaining Life").

            "Comparable Treasury Price" means (i) the average of three Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such quotations.

            "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by us.

            "Reference Treasury Dealer" means:

            -     each of Morgan Stanley & Co. Incorporated and Deutsche Bank
                  Securities Inc. and their respective successors; provided,
                  however, that if any of the foregoing shall cease to be a
                  primary U.S. Government securities dealer in the United States
                  (a "Primary Treasury Dealer"), the Company shall substitute
                  therefor another Primary Treasury Dealer; and

            -     any other Primary Treasury Dealer selected by the Company.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City Time, on the third Business Day preceding such Redemption
Date.

            The Company will mail a notice of redemption at least 30 days but
not more than 60 days before the Redemption Date to each holder of the
securities to be redeemed. If less than all of the securities are to be
redeemed, the Trustee will select, by such method as it will deem fair and
appropriate, including pro rata or by lot, the securities to be redeemed in
whole or in part.

            Unless we default in payment of the Redemption Price, on and after
the Redemption Date, interest will cease to accrue on the securities or portions
thereof called for redemption.


                                      A-5
<PAGE>

            If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture.

            The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Note upon compliance
by the Company with certain conditions set forth in the Indenture.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities of
each series at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note. No reference herein
to the Indenture and no provision of this Note or of the Indenture (other than
Section 4.2 of the Indenture) shall alter or impair the obligation of the
Company to pay the principal and interest on the Note at the times, place and
rate, and in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

            This global Note is exchangeable for Securities in definitive form
only under certain limited circumstances set forth in the Indenture. Securities
of this series so issued are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth,
Securities of this series so issued are exchangeable for a like aggregate
principal


                                      A-6
<PAGE>

amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

            The Company and, by its acceptance of this Note or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Note agree that for United States federal, state and local tax
purposes it is intended that this Note constitute indebtedness.

            THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


                                      A-7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>y00880exv5w1.txt
<DESCRIPTION>OPINION OF WILLKIE FARR & GALLAGHER LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1


August 20, 2004




W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut  06830

     RE:  W. R. BERKLEY CORPORATION -- 6.150% SENIOR NOTES DUE 2019

Ladies and Gentlemen:

        We have acted as counsel to W. R. Berkley Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of $150,000,000 principal amount of the Company's 6.150%
Senior Notes due 2019 (the "Securities") pursuant to the Indenture, dated as of
February 14, 2003, as supplemented by the Third Supplemental Indenture (such
Indenture, as so supplemented, the "Indenture"), to be dated as of August 24,
2004, between the Company and The Bank of New York, as trustee (the "Trustee").

        In connection therewith, we have examined (a) the Registration Statement
on Form S-3 (File No. 333-109621) (the "Registration Statement") filed by the
Company and the other related registrants with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), (b) the prospectus of the Company dated December 23, 2003, as
supplemented by the prospectus supplement, dated August 19, 2004, relating to
the Securities, as filed with the Commission on August 20, 2004, pursuant to
Rule 424(b) under the Securities Act (the "Prospectus"), and (c) the form of the
Indenture. In addition, we have examined the originals (or copies certified or
otherwise identified to our satisfaction) of resolutions of the Board of
Directors of the Company or committees thereof and such other agreements,
instruments, certificates, documents and records and have reviewed such
questions of law and made such inquiries as we have deemed necessary or
appropriate for the purposes of the opinions rendered herein.

        In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the originals of such latter
documents. We have also assumed that the books and records of the Company are
maintained in accordance with proper corporate procedures. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, certificates,
documents and records and upon statements and certificates of officers and
representatives of the Company and public officials.

        Based upon the foregoing, and subject to the limitations, qualifications
and assumptions stated herein, we are of the opinion that:
<PAGE>
W. R. Berkley Corporation
August 20, 2004
Page 2





        The Securities have been duly authorized and (assuming their due
authentication by the Trustee), when they have been duly executed, issued and
delivered in accordance with the terms of the Indenture, will constitute valid
and legally binding obligations of the Company entitled to the benefits provided
by the Indenture.

        The opinions rendered herein are limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States.

        We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K dated August 19, 2004, which is incorporated by
reference into the Registration Statement and the Prospectus and to the use of
our name under the caption "Legal Matters" contained in the Prospectus. In
giving our consent, we do not thereby concede that we come within the category
of persons whose consent is required by the Securities Act or the rules and
regulations promulgated thereunder.



                                              Very truly yours,

                                              /s/ Willkie Farr & Gallagher LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>y00880exv12.txt
<DESCRIPTION>COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 12


              Computation of Ratio of Earnings to Fixed Charges and
    Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends


<TABLE>
<CAPTION>
                                                          6 months
                                                            Ended
                                                           June 30,                     Year Ended December 31,
                                                                       ---------------------------------------------------------
                                                             2004        2003        2002         2001        2000        1999
                                                           --------    --------    --------    ---------    --------    --------
<S>                                                        <C>         <C>         <C>         <C>          <C>         <C>
Income (loss) before income taxes and cumulative effect
  of change in accounting principle, but after
  minority interest                                        $327,831    $487,846    $259,184    ($148,207)   $ 38,689    ($79,814)

Add:
  Portion of rents representative of the interest
    factor                                                     3129        6258        5862         6007        5527        5370
  Interest expense                                            31525       54733       45475        45719       47596       50801
                                                           --------    --------    --------    ---------    --------    --------

Income as adjusted                                         $362,485    $548,837    $310,521    ($ 96,481)   $ 91,812    ($23,643)
                                                           ========    ========    ========    =========    ========    ========

Fixed charges:
  Interest expense                                         $ 31,525    $ 54,733    $ 45,475    $  45,719    $ 47,596    $ 50,801
  Preferred dividends                                             0           0           0            0           0         497
  Portion of rents representative of the interest
    factor                                                     3129        6258        5862         6007        5527        5370
                                                           --------    --------    --------    ---------    --------    --------

    Total                                                  $ 34,654    $ 60,991    $ 51,337    $  51,726    $ 53,123    $ 56,668
                                                           ========    ========    ========    =========    ========    ========

Ratio of Earnings to Fixed Charges                             10.5         9.0         6.0          N/A         1.7         N/A
                                                           ========    ========    ========    =========    ========    ========

Ratio of Earnings to Combined Fixed
  Charges and Preferred Stock Dividends                        10.5         9.0         6.0          N/A         1.7         N/A
                                                           ========    ========    ========    =========    ========    ========
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
