EFTA02702272

PROSPECTUS SUPPLEMENT SUMMARY The summary contains basic information about us, the debentures and this offering. Because this is a summary, it does not contain all the information you should consider before investing in the debentures. You should carefully read this summary together with the more detailed infornunion, financial statements and notes to thefinancial statements contained elsewhere or incorporated by reference into this prospectus supplement or the accompanying prospectus. Tofully understand this offering, you should read all of these documents. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus, on the other hand, the information in this prospectus supplement shall control. Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement and the accompanying prospectus to "W. R. Berkley." we. " "as. "our" or similar terms refer to W. R. Berkley Corporation. W. R. Berkley Corporation Introduction We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: • insurance- primarily commercial insurance business, including excess and surplus lines and admitted lines, in the United States, the United Kingdom, Continental Europe, South America, Canada. Scandinavia. Asia and Australia; and • Reinsurance- reinsurance business on a facultative and treaty basis, primarily in the United States, the United Kingdom, Continental Europe. Australia, the Asia-Pacific Region, and South Africa. Each of our business segments is composed of individual operating units that serve a market defined by geography, products, services or types of customers. Each of our operating units is positioned close to its customer base and participates in a niche market requiring specialized knowledge about a territory or product. This strategy of decentralized operations allows each of our units to identify and respond quickly and effectively to changing market conditions and local customer needs, while capitalizing on the benefits of centralized capital. investment and reinsurance management, and corporate actuarial, financial, enterprise risk management and legal staff support. Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and allocating capital to our best opportunities. New businesses are started when opportunities are identified and when the right talent and expertise are found to lead a business. Our principal executive offices arc located at 475 Steamboat Road. Greenwich, Connecticut 06830, and our telephone number is (203) 629-3000. S-I EFTA_R1_02074078 EFTA02702272 The Offering Issuer W. R. Berkley Corporation Securities million aggregate principal amount of % Subordinated Debentures due 2056 ($ million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full). Maturity The debentures will mature on , 2056. Interest The debentures will bear interest at an annual rate of %. We will pay interest quarterly in arrears on and of each year, beginning on , 2016, subject to our right to defer the payment of interest as described under "Optional Interest Deferral" below. Record Date We will make interest payments on the debentures to the holders of record at the close of business on the or , as the case may be, immediately preceding such or , whether or not a business day. Ho• wever, inte• rest that we pay on the maturity date or redemption date will be payable to the person to whom the principal will be payable. Optional Interest Deferral We have the right on one or more occasions to defer the payment of interest on the debentures for up to five consecutive years (each such period. an "optional deferral period"). During an optional deferral period, interest will continue to accrue at the interest rate on the debentures, compounded quarterly as of each interest payment date to the extent permitted by applicable law. Payment Restrictions Upon Interest Deferral If we have exercised our right to defer interest payments on the debentures, we generally may not make payments on or redeem or purchase any shares of our capital stock or any of our debt securities or guarantees that rank equally with or junior to the debentures upon our liquidation, dissolution or winding up, subject to certain limited exceptions. Optional Redemption We may elect to redeem the debentures: • in whole at any time or in part from time to time on or after 2021, at a redemption price equal to their principal amount plus accrued and unpaid interest to. but excluding, the date of redemption: provided that if the debentures arc not redeemed in whole, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption: • in whole, but not in part, at any time prior to .2021, within 90 days of the occurrence of a "tax event" (as defined in S-2 EFTA_R1_02074079 EFTA02702273 "Description of Debentures—Optional Redemption of the Debentures") at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; or • in whole, but not in part. at any time prior to . 2021. within 90 days of the occurrence of a "rating agency event" (as defined in "Description of Debentures—Optional Redemption of the Debentures") at a redemption price equal to the greater of (a) their principal amount or (b) a make-whole amount, in each case. plus any accrued and unpaid interest to, but excluding, the date of redemption. Subordination; Ranking The debentures will be unsecured, and will rank in right of payment and upon our liquidation junior to all of our existing and future Senior Indebtedness and will be par! prisms with Indebtedness Ranking on a Parity with the Debentures. The debentures will also be structurally subordinated to all liabilities of our subsidiaries. The debentures do not limit us or our subsidiaries' ability to incur additional debt, including debt that ranks senior in right of payment and upon our liquidation to the debentures. Events of Default The debentures can only be accelerated upon certain events of our bankruptcy. insolvency, or reorganization. See "Description of Debentures—Events of Default" below. Listing We intend to apply to list the debentures on the NYSE under the symbol "WRB PR D." If approved for listing, we expect trading of the debentures on the NYSE to commence within 30 days after they are first issued. Use of Proceeds We estimate that the net proceeds to us from this offering will be approximately S million (or approximately S million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full, assuming all retail sales) after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes. See "Use of Proceeds" in this prospectus supplement. Risk Factors You should carefully consider all information set forth and incorporated by reference in this prospectus supplement and the accompanying prospectus and, in particular, you should carefully read the section entitled "Risk Factors" in this prospectus supplement and the accompanying prospectus and the section entitled "Item IA. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2015 before purchasing any of the debentures. Trustee The Bank of New York Mellon. Governing Law The debentures will be governed by the laws of the State of New York. S-3 EFTA_R1_02074080 EFTA02702274 RISK FACTORS Before you invest in the debentures, you should carefully consider the risks involved. Accordingly, you should carefully, consider the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including the risk factors listed below and in our Annual Report on Form 10 -Kfor the year ended December 31,2015 and in the other documents incorporated by reference in this prospectus supplement. Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the debentures. We have now and, after the offering, will continue to have a significant amount of indebtedness. On March 31, 2016. before giving effect to this offering, we had total indebtedness of approximately $2.3 billion, including our existing subordinated debentures. We may incur additional indebtedness that may adversely affect our ability to meet our financial obligations under the debentures. The terms of the indenture and the debentures do not impose any limitation on our or our subsidiaries' ability to incur additional debt. We may incur additional indebtedness in the future, which could have important consequences to holders of the debentures, including the following: • we could have insufficient cash to meet our financial obligations, including our obligations under the debentures; • our ability to obtain additional financing for working capital. capital expenditures or general corporate purposes may be impaired; and • a significant degree of debt could make us more vulnerable to changes in general economic conditions and also could affect the financial strength ratings of our insurance subsidiaries. We are an insurance holding company and, therefore, may not be able to receive dividends in amounts needed to service our debt. As an insurance holding company, our principal assets are the shares of capital stock of our insurance company subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations and for paying corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries, as well as the regulatory restrictions. For 2016. the maximum amount of dividends that can be paid without regulatory approval is approximately $684 million, of which approximately $584 million has been paid to date. As a result, we may not be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our obligations under the debentures. Our obligations under the debentures will be subordinated. Our payment obligation under the debentures will be unsecured and will rank junior in right of payment and upon our liquidation to all of our Senior Indebtedness on the terms set forth in the indenture pursuant to which the debentures will be issued. We, therefore, cannot make any payments on the debentures, if (i) we have defaulted on the payment of any of our Senior Indebtedness and the default is continuing, (ii) the maturity of any Senior Indebtedness has been or would be permitted upon notice or the passage of time to be accelerated as a result of a default and the default is continuing and such acceleration has not been rescinded or annulled or (iii) we have filed for bankruptcy or are liquidating, dissolving or winding-up or in receivership, and our Senior Indebtedness has not been repaid in full. S-4 EFTA_R1_02074081 EFTA02702275 As of March 31, 2016, we had approximately $1,828 million in outstanding Senior Indebtedness and $460 million of Indebtedness Ranking on a Parity with the Debentures. The indenture pursuant to which the debentures will be issued does not place any limit on the amount of liabilities that we may issue. guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that our subsidiaries may issue, guarantee or otherwise incur. We expect from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the debentures. The debentures will be effectively subordinated to the liabilities of our subsidiaries. We have limited operations of our own and derive substantially all of our revenue and cash flow from our subsidiaries. None of our subsidiaries will guarantee the debentures. Creditors of our subsidiaries (including policyholders and trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result, the debentures will effectively be subordinated to the liabilities of our subsidiaries. As of March 31. 2016. our subsidiaries had approximately $61 million in outstanding debt and our insurance subsidiaries had gross reserves for losses and loss expenses of approximately $10.8 billion. We can defer interest payments on the debentures for one or more periods of up to five years each. This may affect the market price of the debentures. So lung as there is no event of default with respect to the debentures, we may defer interest payments on the debentures, from time to time, for one or more optional deferral periods of up to five consecutive years. At the end of an optional deferral period, if all amounts due are paid. we could start a new optional deferral period of up to five consecutive years. During any optional deferral period, interest on the debentures would be deferred but would accrue additional interest at a rate equal to the interest rate on the debentures, to the extent permitted by applicable law. No optional deferral period may extend beyond the maturity date of the debentures. See "Description of Debentures—Option to Defer Interest Payments." If we exercise our right to defer interest payments, the debentures may trade at a price that does not fully reflect the value of accrued and unpaid interest on the debentures or that is otherwise less than the price at which the debentures may have been traded if we had not exercised such right. ►n addition, as a result of our right to defer interest payments, the market price of the debentures is likely to be affected and may be more volatile than other securities that do not have these rights. If we do defer interest on the debentures and you sell your debentures during the period of that deferral, you may not receive the same return on your investment as a holder that continues to hold its debentures until we pay the deferred interest at the end of the applicable deferral period. A holder of the debentures will not have rights of acceleration in the case of payment defaults or other breaches of covenants. The only event of default under the indenture consists of specific events of our bankruptcy. insolvency or receivership. There is no right of acceleration in the case of payment defaults or other breaches of covenants under the indenture. If we defer interest payments on the debentures, there will be U.S. federal income tax consequences to holders of the debentures. If we were to defer interest payments on the debentures, the debentures would be treated as issued with original issue discount ("OID") at the time of such deferral, and all stated interest due after such deferral would be treated as OID. In such case, a United States holder would be required to include such stated interest in income as it accrues, regardless of such United States holder's regular method of accounting. using a constant yield method, before such holder received any payment attributable to such income, and would not separately report the actual payments of interest on the debentures as taxable income. S-5 EFTA_R1_02074082 EFTA02702276 If holders of the debentures sell their debentures before the record date for the payment of interest at the end of an optional deferral period, they will not receive such interest. Instead, the accrued interest will be paid to the holder of record on the record date regardless of who the holder of record may have been on any other date during the optional deferral period. Moreover, amounts that holders were required to include in income in respect of the debentures during the optional deferral period will be added to such holders' adjusted tax basis in the debentures, but may not be reflected in the amount that such holder realizes on the sale. To the extent the amount realized on a sale is less than the holder's adjusted tax basis, the holder will generally recognize a capital loss for U.S. federal income tax purposes. The deductibility of capital losses is subject to limitations. See "Material United States Federal Income Tax Considerations—Sale, Exchange, Redemption or Other Disposition of Debentures." Rating agencies may change their practices for rating the debentures, which change may affect the market price of the debentures. In addition, we may redeem the debentures if a rating agency amends, clarifies or changes the criteria used to assign equity credit for securities similar to the debentures. The rating agencies that currently publish a rating for us, including Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and A.M. Best Company, Inc., may, from time to time in the future, change the way they analyze securities with features similar to the debentures. This may include, for example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the debentures. If the rating agencies change their practices for rating these types of securities in the future, and the ratings of the debentures are subsequently lowered, that could have a negative impact on the trading price of the debentures. In addition, we may redeem the debentures before 2021 at our option, in whole, but not in part, within 90 days of a rating agency amending, clarifying or changing the criteria used to assign equity credit for securities such as the debentures, which amendment, clarification or change results in (i) the shortening of the length of time the debentures are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the debentures: or (ii) the lowering of the equity credit (including up to a lesser amount) assigned to the debentures by that rating agency compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the debentures. See "Description of Debentures—Optional Redemption of the Debentures." The debentures may be redeemed prior to maturity, and you may not be able to reinvest the proceeds at the same or a higher rate. We may redeem the debentures at our option, in whole at any time or in part, on or after .2021. In addition, we may redeem the debentures in whole, but not in pan, before . 2021 if certain changes in tax laws, regulations or interpretations occur. In each of these two cases, the redemption price will be 100% of the principal amount of such debentures being redeemed plus accrued and unpaid interest to. but excluding, the date of redemption. We may also redeem the debentures before , 2021 at our option, in whole, but not in part, within 90 days of a "rating agency event- (as defined in "Description of Debentures—Optional Redemption of the Debentures"). In this event, the redemption price will be equal to the greater of (i) the aggregate principal amount or (ii) a make-whole amount, in each case, plus accrued and unpaid interest to. but excluding, the date of redemption. See "Description of Debentures—Optional Redemption of the Debentures." If we exercise any of these rights. you may not be able to reinvest the money you receive upon a redemption at a rate that is equal to or higher than the rate of return on the debentures. There may not be a public market for the debentures. We will apply to list the debentures on the NYSE under the symbol "WRB PR D." If approved for listing. we expect trading of the debentures on the NYSE to commence within 30 days after they are first issued. The listing of the debentures will not necessarily ensure that an active trading market will be available for the S-6 EFTA_R1_02074083 EFTA02702277 debentures or that you will be able to sell your debentures at the price you originally paid for them or at the time you wish to sell them. Future trading prices of the debentures will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities. Generally, the liquidity of, and trading market for, the debentures may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of our financial performance and prospects. Changes in our credit ratings or the debt markets could adversely affect the market price of the debentures. The market price for the debentures depends on many factors, including, among other things: • our credit ratings with major credit rating agencies, including with respect to the debentures; • the prevailing interest rates being paid by other companies similar to us; • our operating results, financial condition, financial performance and future prospects; • our election to defer interest payments on the debentures (see—"We can defer interest payments on the debentures for one or more periods of up to five years each. This may affect the market price of the debentures."); and • economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business and the financial markets generally, including continuing market volatility and uncertainty about the U.S. economy and other key economies, and sovereign credit and bank solvency concerns in Europe and other key economies. The price of the debentures may be adversely affected by unfavorable changes in these factors. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the debentures. In addition, credit rating agencies continually review their ratings for the companies that they follow. including us. The credit rating agencies also evaluate the insurance industry as a whole and may change our credit rating based on their overall view of our industry. A negative change in our rating could have an adverse effect on the price of the debentures. S-7 EFTA_R1_02074084 EFTA02702278 FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus and those documents incorporated by reference herein and therein may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as •believes." "expects." "potential," "continued." "may." "will" "should." "seeks," "approximately." "predicts," "intends," "plans." "estimates." "anticipates" or the negative version of those words or other comparable words. Any forward-looking statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including statements related to our outlook for the industry and for our performance for the year 2016 and beyond. are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to: • the cyclical nature of the property casualty industry; • the impact of significant competition including new alternative entrants to the industry: • the long-tail and potentially volatile nature of the insurance and reinsurance business: • product demand and pricing; • claims development and the process of estimating reserves: • investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage, energy related and private equity investments; • the effects of emerging claim and coverage issues: • the uncertain nature of damage theories and loss amounts; • natural and man-made catastrophic losses, including as a result of terrorist activities; • general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; • the impact of the conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition: • foreign currency and political risks relating to our international operations; • our ability to attract and retain key personnel and qualified employees: • continued availability of capital and financing; • the success of our new ventures or acquisitions and the availability of other opportunities: • the availability of reinsurance; • our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2015; • the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us: • other legislative and regulatory developments, including those related to business practices in the insurance industry; • credit risk relating to our policyholders, independent agents and brokers; • changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies: S-8 EFTA_R1_02074085 EFTA02702279 the availability of dividends from our insurance company subsidiaries: potential difficulties with technology and/or data security; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and • other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2015 and from time to time in our other filings with the Securities and Exchange Commission ("SEC"). We describe some of these risks and uncertainties in greater detail under the caption "Risk Factors" above, beginning on page 6 of the accompanying prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated herein by reference. These risks and uncertainties could cause our actual results for the year 2016 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed elsewhere in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein. Forward-looking statements speak only as of the date on which they are made. Our filings with the SEC, which discuss these risks and uncertainties, are described below under the captions "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." USE OF PROCEEDS We estimate that the net proceeds to us from this offering will be approximately $ million (or approximately $ million aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full, assuming all retail sales) after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes. S-9 EFTA_R1_02074086 EFTA02702280 CAPITALIZATION The following table shows our capitalization at March 31, 2016 and as adjusted to give effect to the debentures offered by this prospectus supplement (assuming no exercise of the underwriters' overallotment option to purchase additional debentures). You should read this table in conjunction with our historical consolidated financial statements and the other financial and statistical information that are included or incorporated by reference in this prospectus supplement and the accompanying prospectus. As of March 31.2016 I In thousands. except percentage data) Actual As Adjusted Debt: % Subordinated Debentures due 2056 S — S Other subordinated debentures 446.485 446.485 Other debt 1,814.998 1.814.998 Total debt 2,261.483 Equity: Preferred stock, par value $0.10 per share: No shares issued Common stock, par value 50.20 per share 47.024 47,024 Additional paid-in capital 1,013.572 1,013,572 Retained earnings 6,282.870 6,282,870 Accumulated other comprehensive income (loss) 8.124 8,124 Treasury stock, at cost (2,600,377) (2,600,377) Total stockholders' equity 4,751,213 4,751,213 Noncontrolling interests 36.843 36.843 Total equity 4,788,056 4,788,056 Total capitalization S 7.049,539 S Ratios: Total debt to total capitalization 32.1% RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for the periods indicated. For purposes of the computation of ratio of earnings to fixed charges. earnings consist of income before income taxes. change in accounting and extraordinary items plus fixed charges. Fixed charges consist of interest expense, plus capitalized interest, amortization of financing costs and one-third of minimum rental payments under operating leases. The ratios set forth below do not reflect the issuance of the debentures. Year Ended December 31. Three Months Ended Mardi 31, 2016 2015 2014 2013 2012 2011 Ratio of earnings to fixed charges 5.8 6.0 7.6 6.0 6.0 5.2 S-I0 EFTA_R1_02074087 EFTA02702281 DESCRIPTION OF DEBENTURES Setforth below is a description of the specific terms of the debentures. This description supplements, and should be read together with, the description of the general terms and provisions ofour debt securities set forth in the accompanying prospectus under the caption "Description ofthe Debt Securities." Any infonnotion regarding tire debentures contained in this prospectus supplement that is inconsistent with information in the accompanying prospectus will supersede any inconsistent information in the accompanying prospectus. The following description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the subordinated indenture, as supplemented by the second supplemental indenture, to provide for the issuance of the debentures which we collectively refer to as the "indenture." between W. R. Berkley Corporation, as issuer, and The Bank ofNew York Mellon, as trustee, which we refer to as the "trustee." pursuant to which the debentures will be issued. General The debentures will be issued as subordinated debt securities under the indenture and will be limited in aggregate principal amount to S (S aggregate principal amount if the underwriters exercise their overallotment option to purchase additional debentures in full). The debentures will be issued only in denominations of S25 and multiples of 525 in excess thereof. Payments of principal of. and interest on, the debentures will be made in U.S. dollars. The provisions of the indenture pertaining to satisfaction and discharge of the indenture. defeasance. covenant defeasance and unclaimed moneys will apply to the debentures. We may, without notice to or consent of the holders of the debentures, re-open and issue additional % Subordinated Debentures due 2056 having the same ranking, interest rate, maturity date and other terms as the debentures of such series being offered by this prospectus supplement, provided that the additional debentures arc fungible with the debentures being offered in this prospectus supplement for United States federal income tax purposes. Any additional debentures, together with the debentures offered by this prospectus supplement, will constitute a single series of debt securities under the indenture. The debentures and the indenture under which the debentures will be issued do not place any limitation on the amount of unsecured debt that may be incurred by us. Subordination The debentures will be unsecured, and will rank in right of payment and upon our liquidation junior to all of our current and future Senior Indebtedness and purl passu with our outstanding 5.625% Subordinated Debentures due 2053, our outstanding 5.900% Subordinated Debentures due 2056 and any other future Indebtedness Ranking on a Parity with the Debentures, and, in each case in the manner set forth below. The debentures will also be structurally subordinated to all debt and other liabilities of our subsidiaries. Upon any payment or distribution of assets to creditors upon any receivership, liquidation, dissolution. winding up. reorganization. assignment for the benefit of creditors. marshaling of assets or any bankruptcy, insolvency, or similar proceedings. the holders of Senior Indebtedness will first be entitled to receive payment in full in cash or other satisfactory consideration of all amounts due or to become due on or in respect of such Senior Indebtedness before the holders of the debentures will be entitled to receive or retain any payment in respect thereof. In the event of the acceleration of the maturity of the debentures, the holders of all Senior Indebtedness outstanding at the time of such acceleration will first be entitled to receive payment in full in cash or other satisfactory consideration of all such Senior Indebtedness before the holders of the debentures will be entitled to receive or retain any payment in respect of the debentures. In the event and during the continuation of any default in any payment with respect to any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been or would be permitted upon notice or the passage of time to be accelerated because of a default, then, unless and until such default shall have S-II EFTA_R1_02074088 EFTA02702282 been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, then no payments on account of principal or premium, if any, or interest or additional amounts, if any, in respect of the debentures may be made, in each case unless and until all amounts due or to become due on such Senior Indebtedness are paid in full in cash or other satisfactory consideration. As at March 31, 2016. we had approximately $1,828 million of outstanding Senior Indebtedness and $460 million of Indebtedness Ranking on a Parity with the Debentures. In addition, the debentures will be structurally subordinate to all liabilities of our subsidiaries. As of March 31, 2016, our subsidiaries had approximately $61 million in outstanding debt and our insurance subsidiaries had gross reserves for losses and loss expenses of approximately $10.8 billion. See "Risk Factors—The debentures will be effectively subordinated to the debts of our subsidiaries." Senior Indebtedness does not include obligations to trade creditors created or assumed by us in the ordinary course of business, which will rank pail passu with the debentures in right of payment upon liquidation. "Senior Indebtedness" shall mean all Indebtedness, whether outstanding on the date of the first issuance of the debentures or thereafter created, assumed or incurred, except Indebtedness Ranking on a Parity with the Debentures or Indebtedness Ranking Junior to the Debentures, and any deferrals, renewals or extensions of such Senior Indebtedness. "Indebtedness Ranking on a Parity with the Debentures" shall mean (a) our outstanding 5.625% Subordinated Debentures due 2053, (b) our outstanding 5.900% Subordinated Debentures due 2056 and (c) Indebtedness, whether outstanding on the date of the first issuance of the debentures or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the debentures in right of payment upon our dissolution, winding-up, liquidation, reorganization or similar events. The securing of any Indebtedness, otherwise constituting Indebtedness Ranking on a Parity with the Debentures, shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Debentures. "Indebtedness Ranking Junior to the Debentures" shall mean any Indebtedness, whether outstanding on the date of the first issuance of the debentures or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the debentures (and any Indebtedness Ranking on a Parity with the Debentures) in right of payment upon our dissolution, winding-up, liquidation. reorganization. or similar events. The securing of any Indebtedness, otherwise constituting Indebtedness Ranking Junior to the Debentures, shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking Junior to the Debentures. "Indebtedness" shall mean (a) any obligation of. or any obligation guaranteed by. us for which we are responsible or liable as obligor or otherwise including principal, premium and interest (whether accruing before or after filing of any petition in bankruptcy or any similar proceedings by or against us and whether or not allowed as a claim in bankruptcy or similar proceedings) for (i) indebtedness for money borrowed. (ii) indebtedness evidenced by securities, bonds, debentures. notes or other similar written instruments, (iii) any deferred obligation for the payment of the purchase price or conditional sale obligation of property or assets acquired other than in the ordinary course of business, (iv) all obligations for the reimbursement of any letter of credit, banker's acceptance. security purchase facility or similar credit transaction. (v) all obligations under "keep-well" agreements required by insurance regulators or (vi) any obligation referred to in (i) through (v) above of other persons secured by any lien on any property or asset of the Company and (b) all indebtedness for obligations to make payment in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts (including future or options contracts) swap agreements. cap agreements, repurchase and reverse repurchase agreements and similar arrangements, whether outstanding on the first issuance of the debentures or thereafter created, assumed or incurred. Maturity The debentures will mature on . 2056. S-12 EFTA_R1_02074089 EFTA02702283 Interest Subject to applicable law and subject to any optional deferral period, as described below, interest on the debentures will accrue at an annual rate equal to %, and will be payable quarterly in arrears on and of each year. beginning on 2016, each of which we refer to as an interest payment date, to the record holders at the close of business on the preceding and , as applicable, whether or not a business day. However, interest that we pay on the maturity date or a redemption date will be payable to the person to whom the principal will be payable. Interest payments will include accrued interest from, and including, the original issue date, or, if interest has already been paid, from the last date in respect of which interest has been paid or duly provided for to, but excluding, the next succeeding interest payment date, the maturity date or the redemption date, as the case may be. The amount of interest payable for any interest payment period will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any date on which interest is payable on the debentures is not a business day, then payment of the 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). Interest not paid on any payment date will accrue and compound quarterly at a rate per year equal to the rate of interest on the debentures until paid. References to "interest" include interest accruing on the debentures. interest on deferred interest payments and other unpaid amounts and compounded interest, as applicable and in each case to the extent permitted by applicable law. Option to Defer Interest Payments So long as no event of default with respect to the debentures has occurred and is continuing, we may. on one or more occasions, defer interest payments on the debentures for one or more optional deferral periods of up to five consecutive years without giving rise to an event of default under the terms of the debentures. A deferral of interest payments cannot extend, however, beyond the maturity date or the earlier acceleration or redemption of the debentures. During an optional deferral period, interest will continue to accrue on the debentures, and deferred interest payments will accrue additional interest at the same rate, compounded quarterly as of each interest payment date to the extent permitted by applicable law. During an optional deferral period, we will be prohibited from paying current interest on the debentures until we have paid all accrued and unpaid deferred interest plus any accrued interest thereon. No interest otherwise due during an optional deferral period will be due and payable on the debentures until the end of such optional deferral period except upon an acceleration or redemption of the debentures during such deferral period. At the end of five years following the commencement of an optional deferral period, we must pay all accrued and unpaid deferred interest, including compounded interest. If, at the end of any optional deferral period, we have paid all deferred interest due on the debentures, including compounded interest, we can again defer interest payments on the debentures as described above. We will provide to the trustee and the holders of debentures written notice of any deferral of interest at least one and not more than 60 business days prior to the applicable interest payment date. We have no present intention of exercising our right to defer payments of interest. Payment Restrictions During a Deferral Period After the commencement of an optional deferral period until we have paid all accrued and unpaid interest on the debentures, we will not, and will not permit any of our subsidiaries to: • declare or pay any dividends or distributions on. or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock (which includes common and preferred stock): 5-13 EFTA_R1_02074090 EFTA02702284 • make any payment of principal. interest or premium on or repay, repurchase or redeem any Indebtedness Ranking on a Parity with the Debentures or Indebtedness Ranking Junior to the Debentures; or • make any guarantee payments with respect to any guarantee by us of any securities of any of our subsidiaries if such guarantee ranks pail passe with or junior in right of payment to the debentures; other than: • dividends or distributions in shares of, or options. warrants or rights to subscribe for or purchase shares of. our capital stock where the dividend stock or stock issuable upon exercise of such options, warrants or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock: • any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto: • as a result of a reclassification of any series or class of our capital stock or the exchange or conversion of one class or series of our capital stock for or into another class or series of our capital stock: • the purchase of fractional interests in shares of our capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged; • purchases or acquisitions of shares of our capital stock in connection with any employment contract. benefit plan or other similar arrangement with or for the benefit of directors, officers, agents, consultants or employees or our satisfaction of our obligations under any dividend reinvestment plan or our director, officer, agent. consultant or employee stock purchase plans: • any exchange, redemption or conversion of any class or series of our capital stock, or the capital stock of one of our subsidiaries, for any other class or series of our capital stock, or of any class or series of our Indebtedness for any class or series of our capital stock; • purchases or acquisitions of shares of our capital stock in connection with our satisfaction of our obligations under any contract or security entered into before commencement of the optional deferral period; and • (i) payment of current or deferred interest on our Indebtedness Ranking on a Parity with the Debentures made pro rata to the amounts due on our Indebtedness Ranking on a Parity with the Debentures and the debentures and (ii) payment of principal or current or deferred interest on our Indebtedness Ranking on a Parity with the Debentures that, if not made, would cause us to breach the terms of the instrument governing such Indebtedness Ranking on a Parity with the Debentures. Optional Redemption of the Debentures We may redeem the debentures in increments of S25 principal amount: • in whole at any time or in part from time to time on or after , 2021. at a redemption price equal to their principal amount plus accrued and unpaid interest (including compounded interest, if any) to. but excluding, the date of redemption; provided that if the debentures am not redeemed in whole, at least S25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption; • in whole, but not in part, at any time prior to 2021. within 90 days of the occurrence of a "tax event: at a redemption price equal to their principal amount plus accrued and unpaid interest (including compounded interest, if any) to. but excluding, the date of redemption; or S-I4 EFTA_R1_02074091 EFTA02702285 • in whole, but not in part, at any time prior to , 2021, within 90 days of the occurrence of a "rating agency event," at a redemption price equal to the greater of (a) 100% of their principal amount or (b) the present value of a payment on , 2021 in an amount equal to their outstanding principal amount and scheduled payments of interest that would have accrued from the date of redemption to , 2021 on the debentures, discounted to the date of redemption on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points, in each case, plus any accrued and unpaid interest (including compounded interest, if any) to but excluding the date of redemption. "Tax event" means that we will have received an opinion of counsel, rendered by a law firm of nationally recognized standing that is experienced in such matters, stating that, as a result of any: • amendment to. or change in (including any promulgation, enactment, execution or modification on the laws (or any regulations under those laws) of the United States or any political subdivision thereof or therein affecting taxation: • official administrative pronouncement (including a private letter ruling, technical advice memorandum or similar pronouncement) or judicial decision or administrative action or other official pronouncement interpreting or applying the laws or regulations enumerated in the preceding bullet point, by any court, governmental agcncy or regulatory authority; or • threatened challenge asserted in connection with an audit of us, or a threatened challenge asserted in writing against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the debentures. which amendment or change is enacted or effective or which pronouncement or decision is announced or which challenge is asserted against us or becomes publicly known on or after the original issue date of the debentures, there is more than an insubstantial increase in the risk that interest accruable or payable by us on the debentures is not, or will not be, deductible by us in whole or in part, for U. S. federal income tax purposes. "Rating agency event" means that any nationally recognized statistical rating organization within the meaning of Section 3(aX62) under the Securities Exchange Act of 1934. as amended (the "Exchange Act- ), that then publishes a rating for us (a "rating agency") amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the debentures, which amendment, clarification or change results in (a) the shortening of the length of time the debentures are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the debentures; or (b) the lowering of the equity credit (including up to a lesser amount) assigned to the debentures by that rating agency compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the debentures. "Treasury Rate" means, with respect to any date of redemption, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date of redemption. "Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing a new issue of corporate debt securities maturing on , 2021. "Independent Investment Banker- means one of Morgan Stanley & Co. LLC, Merrill Lynch. Pierce. Fenner & Smith Incorporated. UBS Securities LLC, Wells Fargo Securities, LLC, and their respective successors, appointed by us or. if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by us. S-15 EFTA_R1_02074092 EFTA02702286 "Comparable Treasury Price" means with respect to any date of redemption for the debentures ( 1) the average of the Reference Treasury Dealer Quotations for such date of redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer" means each of (i) Morgan Stanley & Co. LLC. Merrill Lynch. Pierce, Fenner & Smith Incorporated. UBS Securities LLC and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC, and their respective successors; and (ii) one other primary U.S. government securities dealer (each, a "Primary Treasury Dealer") specified by us: provided that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealer and any date of redemption. 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 by such Reference Treasury Dealer at 3:30 pre.. New York City time, on the third business day preceding such date of redemption. If less than all of the debentures are to be redeemed, the trustee will select, in accordance with the procedures of the depository, if applicable, the principal amount of such debentures held by each beneficial owner of such debentures to be redeemed. The trustee may select debentures and portions of debentures in amounts of $25 and multiples of $25 in excess of $25. On and after the date of redemption. interest will cease to accrue on the debentures or any portion of the debentures called for redemption, unless we default in the payment of the redemption amount. Consolidation, Amalgamation, Merger and Sale of Assets The indenture provides that we may not: (1) consolidate or amalgamate with or merge into any Person or convey, transfer or lease our properties and assets as an entirety or substantially as an entirety to any Person, or (2) permit any Person to consolidate or amalgamate with or merge into us, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to us. unless: • in the case of (I) above, such Person is organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands, Ireland, Switzerland, the United Kingdom or any other country which is on the date of the indenture a member of the Organization of Economic Cooperation and Development, and will expressly assume, by supplemental indenture satisfactory in form to the trustee, the due and punctual payment of the principal of. any premium and interest on and any additional amounts with respect to all of the debentures, and the performance of our obligations under the indenture and debentures, and provides for conversion or exchange rights in accordance with the provisions of the debentures, • immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of ours or a Subsidiary as a result of such transaction as having been incurred by us or such Subsidiary at the time of such transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have occurred and be continuing, and • certain other conditions are satisfied. "Person" means any individual, corporation, partnership, joint venture, joint-stock company, trust. unincorporated organization or government or any agency or political subdivision thereof. "Subsidiary" means, in respect of any Person, any corporation, limited or general partnership or other business entity of which at the time of determination more than 50% of the voting power of the shares of its capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any S-16 EFTA_R1_02074093 EFTA02702287 contingency) to vote in the election of directors, managers or trustees thereof is owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. Events of Default The events of default set forth under the heading "Description of the Debt Securities—Events of Default" in the accompanying prospectus shall not apply to the debentures. An event of default with respect to the debentures will occur only upon certain events of our bankruptcy, insolvency or receivership (as specified in the indenture). The indenture refers to breaches that arc not events of default as defaults. They include, among other things: • the failure to pay interest. including compounded interest, in full on any debentures for a period of 30 days after the conclusion of a five-year period following the commencement of any deferral period if such deferral period has not ended prior to the conclusion of such five-year period; • the failure to pay principal of or premium, it' any, on, or additional amounts with respect to. the debentures when due: or • the failure to comply with our covenants or agreements under the indenture or the debentures. A default also includes, for example. a failure to pay interest when due if we do not give a timely written notice of our election to commence or continue a deferral period. If we do not give a timely written notice of our election to commence or continue a deferral period and fail to pay interest when due, any holder of debentures may seek to enforce our obligation to make the missed interest payment, including through legal process. However, there is no right of acceleration except upon the occurrence of an event of default as described above. If we do give a timely written notice of our election to commence or continue a deferral period on any interest payment date (and, if such notice continues a deferral period, the deferral period has not continued for five years), then no default arises from our non-payment of interest on such interest payment date. The indenture provides that the trustee must give holders notice of all defaults or events of default within 90 days after it becomes actually known to a responsible officer of the trustee. However, except in the case of a default in payment on the debentures, the trustee will be protected in withholding the notice if its responsible officers determine that withholding of the notice is in the interest of such holders. If an event of default under the indenture occurs, the entire principal amount of the debentures will automatically become due and payable without any declaration or other action on the part of the trustee or any holder of the debentures. There is no right of acceleration in the case of any payment default or other breaches of covenants under the indenture or the debentures. Notwithstanding the foregoing, in the case of a default in the payment of principal of or interest on the debentures including any compound interest (and, in the case of payment of deferred interest, such failure to pay will have continued for 30 calendar days after the conclusion of the deferral period), the holder of a debenture may, or, if directed by the holders of a majority in principal amount of the debentures, the trustee will, subject to the conditions set forth in the indenture, demand payment of the amount then due and payable and may institute legal proceedings for the collection of such amount if we fail to make payment thereof upon demand. The holders of a majority in aggregate principal amount of the outstanding debentures may waive any past default, except: a default in payment of principal or interest, or any additional amounts: or a default under any provision of the indenture that itself cannot be modified or amended without the consent of the holders of all outstanding debentures. S-17 EFTA_R1_02074094 EFTA02702288 The holders of a majority in principal amount of the debentures will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to the provisions of the indenture. We are required to deliver a written statement to the trustee each year that states, to the knowledge of the officer making such statement, whether we have complied with all conditions and covenants under the terms of the indenture. The trustee will have no right or obligation under the indenture or otherwise to exercise any remedies on behalf of any holders of the debentures pursuant to the indenture in connection with any default, unless such remedies are available under the indenture and the trustee is directed to exercise such remedies by the holders of a majority in principal amount of the debentures pursuant to and subject to the conditions of the indenture. In connection with any such exercise of remedies, the trustee will be entitled to the same immunities and protections and remedial rights (other than acceleration) as if such default were an event of default. Transfer No service charge will be made for any registration of transfer or exchange of debentures, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Listing We intend to apply to list the debentures on the NYSE under the symbol "WRB PR D7 If the application is approved, we expect trading of the debentures on the NYSE to begin within 30 days after they are first issued. Payment of Additional Amounts The information on additional amounts set forth under the heading "Description of the Debt Securities— Payment of Additional Amounts" in the accompanying prospectus is amended and restated as set forth below. We will make all payments of principal of, and premium, if any, interest and any other amounts on, or in respect of, the debentures without withholding or deduction at source for, or on account of. any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein, unless such taxes, fees. duties, assessments or governmental charges arc required to be withheld or deducted by: • the laws, or any regulations or rulings promulgated thereunder, of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein, or • an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings, including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof. If a withholding or deduction at source is required, we will, subject to certain limitations and exceptions described below, pay to the holder of any such debenture such additional amounts as may be necessary• so that every net payment of principal, premium, if any, interest or any other amount made to such holder, after the withholding or deduction, will not be less than the amount provided for in such debenture and the indenture to be then due and payable. S-I8 EFTA_R1_02074095 EFTA02702289 DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, including transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, which eliminates the need for physical movement of securities certificates. "Direct participants" in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the NYSE MKT LLC and the Financial Industry Regulatory Authority, Inc. Access to the DTC system is also available to others, which we sometimes refer to as "indirect participants," that clear transactions through or maintain a custodial relationship with a direct participant either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. Purchases of debentures within the DTC system must be made by or through direct participants, which will receive a credit for those debentures on DTC's records. The ownership interest of the actual purchaser of debentures, which we sometimes refer to as a "beneficial owner," is in turn recorded on the direct and indirect participants' records. Beneficial owners of debentures will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased debentures. Transfers of ownership interests in global debentures are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global debentures except under the limited circumstances described below. To facilitate subsequent transfers, all global debentures deposited with DTC will be registered in the name of DTC's nominee. Cede & Co. The deposit of debentures with DTC and their registration in the name of Cede & Co. will not change the beneficial ownership of the debentures. DTC has no knowledge of the actual beneficial owners of the debentures. DTC's records reflect only the identity of the direct participants to whose accounts the debentures are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time. Redemption notices will be sent to DTC or its nominee. If less than all of the debentures are being redeemed, the amount of the interest of each direct participant in the debentures to be redeemed will be determined in accordance with DTC's procedures or as the trustee may deem fair and appropriate. In any case where a vote may be required with respect to the debentures. neither DTC nor Cede & Co. will give consents for or vote the global debentures. Under its usual procedures. DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the debentures are credited on the record date identified in a listing attached to the omnibus proxy. Principal and interest payments on the debentures will be made to Cede & Co.. as nominee of DTC. DTC's practice is to credit direct participants' accounts on the relevant payment date unless DTC has reason to believe that it will not receive payment on the payment date. Payments by direct and indirect participants to beneficial owners will be governed by standing instructions and customary practices. as is the case with securities held for the account of customers in bearer form or registered in "strut name." Those payments will be the responsibility of participants and not of DTC or us, subject to any legal requirements in effect from time to time. Payment of principal and interest to Cede & Co. is our responsibility, disbursement of payments to direct participants is the responsibility of DTC. and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants. S-21 EFTA_R1_02074096 EFTA02702290 Except under the limited circumstances described below, purchasers of debentures will not be entitled to have debentures registered in their names and will not receive physical delivery of debentures. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the debentures and the indenture. The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in debentures. Distributions on the debentures held beneficially through Clearstream will be credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Euroclear Terms and Conditions"). The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash front Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Euroclear Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions on the debentures held beneficially through Euroclear will be credited to the cash accounts of its participants in accordance with the Euroclear Terms and Conditions, to the extent received by the U.S. depositary for Euroclear. Initial settlement for the debentures will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds. Secondary market trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds. No assurances can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the debentures. Cross-market transfers between persons holding directly or indirectly through DTC. on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving the debentures in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their U.S. depositaries. Because of time-zone differences, credits of the debentures received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Such credits or any transactions in the debentures settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of the debentures by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC. S-22 EFTA_R1_02074097 EFTA02702291 DTC, Clearstream and Euroclear are under no obligation to provide their services as depositaries for the debentures and may discontinue providing their services at any time. Neither we, the trustee nor the underwriters will have any responsibility for the performance by DTC, Clearstream, Euroclear or their direct participants or indirect participants under the rules and procedures governing these organizations. As noted above, beneficial owners of debentures generally will not receive certificates representing their ownership interests in the debentures. However, if: • DTC notifies us that it is unwilling or unable to continue as a depositary for the global debentures or if DTC ceases to be a clearing agency registered under the Securities Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC's ceasing to be so registered. as the case may be: • we determine, in our sole discretion, not to have the debentures represented by one or more global debentures: or • an event of default under the indenture has occurred and is continuing with respect to the debentures. we will prepare and deliver certificates for the debentures in exchange for beneficial interests in the global debentures. Any beneficial interest in a global debenture that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for debentures in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global debentures. We have provided the descriptions of the operations of DTC. Clearstream and Euroclear in this prospectus supplement solely as a matter of convenience. We take no responsibility for the accuracy of this information. These operations and procedures are solely within the control of those organizations and are subject to change by them from time to time. About the Trustee The Bank of New York Mellon is the trustee. Subject to the provisions of the Trust Indenture Act of 1939, as amended, the trustee is under no obligation to exercise any of its powers vested in it by the indenture at the request of any holder of the debentures unless the holder offers the trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities which might result. The trustee is not required to expend or risk its own funds or otherwise incur any financial liability in performing its duties if the trustee reasonably believes that it is not reasonably assured of repayment or adequate indemnity. We have entered, and from time to time may continue to enter, into banking or other relationships with The Bank of New York Mellon or its affiliates. The trustee may resign or be removed with respect to one or more series of debt securities under the indenture. and a successor trustee may be appointed to act with respect to such series. Applicable Law The debentures and the indenture will be governed by. and construed in accordance with, the laws of the State of New York. Payment and Paying Agent We will pay principal of. and any premium, interest and additional amounts on the debentures by wire transfer of immediately available funds or, at our option, by check mailed to the registered holder. All moneys we pay to a paying agent of the trustee for the payment of principal of, or any premium, interest or additional amounts on, a debenture which remains unclaimed at the end of two years will be repaid to us, and the holder of the debenture may then look only to us for payment. The trustee will act as paying agent for the debentures. S-23 EFTA_R1_02074098 EFTA02702292 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS Thefollowing is a general discussion of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the debentures. It is the opinion of Wilkie Farr & Gallagher LLP. our counsel, and it is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Treasury regulations promulgated thereunder and administrative andjudicial interpretations thereof aft as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretations. This discussion applies only to debentures that are held as "capital assets." within the meaning of the Code. by a holder (as defined below) who purchases debentures in the initial offering at their "issue price" (i.e.. thefirst price at which a substantial amount of the debentures is sold to the public). This discussion is for general information only and does not address all of the material tax considerations that may be relevant to a holder in light of its particular circumstances or to holders subject to special treatment under U.S. federal income tax laws (such as banks, insurance companies. tax-exempt entities, retirement plans. dealers in securities, real estate investment trusts, regulated investment companies, partnerships or other entities classified as partnerships for U.S. federal income tax purposes. persons holding the debentures as part of a "straddle." "hedge." "conversion" or other integrated transaction. United States holders (as defined below) whose functional currency is not the U.S. dollar, former citizens or residents of the United States, holders who mark securities to market for U.S. federal income tax purposes. or taxpayers that purchase or sell debentures as part of a wash sale for tax purposes). This discussion does not address any state, local or foreign tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences. For purposes of this discussion, a "United States holder- is a beneficial owner of a debenture that is. for U.S. federal income tax purposes: • an individual who is a citizen or resident of the United States; • a corporation. or other entity treated as a corporation for U.S. federal income tax purposes. created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or • any other person that is subject to U.S. federal income taxation on a net income basis. For purposes of this discussion, a "non-United States holder" is a beneficial owner of a debenture that is not a "United States holder.- and "holders" refers to United States holders and non-United States holders. Neither the term "non-United States holder" nor the term "United States holder" includes a partnership for U.S. federal income tax purposes. If any entity treated as a partnership for U.S. federal income tax purposes holds the debentures, the tax treatment of a partner in the partnership will generally depend upon the status and activities of the partnership and the partner. Prospective holders that are entities treated as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences to them and their partners of holding the debentures. Persons considering the purchase of the debentures should consult their own tax advisors with respect to the U.S. federal income tax considerations relating to the purchase, ownership and disposition of the debentures in light of their own particular circumstances, as well as the effect of any state, local, foreign and other tax laws. Classification of the Debentures The determination of whether a security should be classified as indebtedness or equity for U.S. federal income tax purposes requires a judgment based on all relevant facts and circumstances. There is no statutory, judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities similar to the debentures. Based upon an analysis of the relevant facts and circumstances, under applicable law as of the issue date of the debentures, the debentures will be treated as indebtedness for U.S. federal income tax purposes. However, there can be no assurance that the Internal Revenue Service ("IRS") or a court will agree with our determination. No ruling is being sought from the IRS on any of the issues discussed herein. S-24 EFTA_R1_02074099 EFTA02702293 We agree, and by acquiring an interest in a debenture each beneficial owner of a debenture agrees, to treat the debentures as indebtedness for U.S. federal income tax purposes, and the remainder of this discussion assumes such treatment. United States Holders Interest Income and Original Issue Discount It is expected. and assumed for purposes of this discussion that, subject to the discussion below, the debentures will not be issued with OID for U.S. federal income tax purposes. Treasury regulations provide that the possibility that interest on the debentures might be deferred could result in the debentures being treated as issued with DID, unless the likelihood of such deferral is remote. We believe that the likelihood of our exercising the option to defer payment of stated interest is remote within the meaning of the Treasury regulations in part because our exercise of the option to defer payments of stated interest on the debentures would generally prevent us from: • declaring or paying any dividends or distributions on, or redeeming, purchasing, acquiring, or making a liquidation payment with respect to, any of our capital stock (which includes common and preferred stock); • making any payment of principal, interest or premium on or repaying, repurchasing or redeeming any Indebtedness Ranking on a Parity with the Debentures or Indebtedness Ranking Junior to the Debentures: or • making any guarantee payments with respect to any guarantee by us of any securities of any of our subsidiaries if such guarantee ranks paripassu with or junior in right of payment to the debentures; and therefore that the possibility of such deferral will not result in the debentures being treated as issued with OID. Accordingly, interest paid on the debentures should be taxable to a United States holder as ordinary interest income at the time it accrues or is received in accordance with such United States holder's method of accounting for U.S. federal income tax purposes. However, no rulings or other interpretations have been issued by the IRS that address the meaning of the term "remote." as used in the applicable Treasury regulations, and there can be no assurance that the IRS or a court will agree with our position. If the possibility of interest deferral were determined not to be remote, or if interest were in fact deferred. the debentures would be treated as issued with OID at the time of issuance, or at the time of such deferral, as the case may be, and all staled interest, or if interest is in fact deferred all stated interest due after such deferral. would be treated as O1O. In such case, a United States holder would be required to include interest in income as it accrued, regardless of the holder's regular method of accounting. using the constant-yield-to-maturity method of accrual, before such United States holder received any payment attributable to such income, and would not separately report the actual cash payments of interest on the debentures as taxable income. Sale, Exchange, Redemption or Other Disposition ofDebentures Upon the sale, exchange, redemption or other disposition of a debenture, a United States holder will generally recognize gain or loss equal to the difference between the amount realized (less any accrued interest not previously included in the United States holder's income, which will be taxable as ordinary income) on the sale, exchange. redemption or other disposition and such United States holder's adjusted tax basis in the debenture. Assuming that interest payments on the debentures are not deferred and that the debentures are not treated as issued with OID. a United States holder's adjusted tax basis in a debenture generally will be its initial purchase price. If the debentures are treated as issued with OID. a United States holder's adjusted tax basis in a debenture generally will be its initial purchase price, increased by OID previously includible in such United States holder's gross income to the date of disposition and decreased by payments received on the debenture S-25 EFTA_R1_02074100 EFTA02702294 corporate holders, may also be subject to a 30% branch profits tax). If interest (including OID, if applicable) is subject to U.S. federal income tax on a net income basis in accordance with these rules, such payments will not be subject to U.S. withholding tax so long as the non-United States holder provides us or our paying agent with the appropriate documentation (generally an IRS Form W-8EC1). Additional Withholding Requirements Pursuant to Sections 1471 through 1472 of the Code and the Treasury Regulations promulgated thereunder ("FATCA"), we may be required to withhold U.S. tax at the rate of 30% on payments of interest and, beginning on January I, 2019, gross proceeds from the sale or other taxable disposition (including a retirement or redemption) of the debentures made to non-U.S. financial institutions and certain other non-U.S. non-financial entities that fail to comply with certain information reporting obligations. Non-United States holders should consult with their own tax advisors regarding the possible implications of FATCA on their investment in the debentures. Backup Withholding and Information Reporting Backup withholding and information reporting requirements generally apply to interest and principal payments made to, and to the proceeds of sales by, certain non-corporate United States holders. A United States holder not otherwise exempt from backup withholding generally can avoid backup withholding by providing IRS Form W-9. In the case of a non-United States holder, backup withholding and information reporting will not apply to payments on, or proceeds from the sale, exchange, redemption or other disposition of, a debenture if the statement referred to in clause (a)(v) of the paragraph under the heading "—Non-United States Holders" has been received. Withholding agents must nevertheless report to the IRS and to each non-United States holder the amount of interest (including OID, if applicable) paid with respect to the debentures held by such non-United States holder and the rate of withholding (if any) applicable to such non-United States holder. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS. S-27 EFTA_R1_02074101 EFTA02702295 UNDERWRITERS Under the terms and subject to the conditions contained in an underwriting agreement, dated 2016, between us and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, the underwriters named below have severally agreed to purchase, and we have agreed to sell to them, severally, the respective principal amount of the debentures set forth opposite their names below: Principal Amount Umlens tilers of Debentures Morgan Stanley & Co. LLC Merrill Lynch, Pierce. Fenner & Smith Incorporated UBS Securities LLC Wells Fargo Securities, LLC Total The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the debentures is subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. The underwriters are obligated to take and pay for all of the debentures if any are taken. We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an additional $ aggregate principal amount of debentures solely to cover overallotments at the initial public offering price set forth on the cover page of this prospectus supplement less the applicable underwriting discount. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of the principal amount of debentures as the number listed next to the underwriter's name in the preceding table bears to the total principal amount of the debentures listed next to the names of all underwriters in the preceding table. The underwriters initially propose to offer the debentures directly to the public at the public offering price set forth on the cover page of this prospectus supplement and may offer the debentures to certain dealers at a price that represents a concession not in excess of $ per debenture with respect to retail sales and S per debenture for institutional sales. Any underwriter may allow, and any such dealers may reallow, a concession to certain other dealers not to exceed $ per debenture with respect to retail sales and $ per debenture for institutional sales. After the initial offering of the debentures, the offering price and other selling terms may from time to time be varied by the underwriters. We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933. as amended. During the period beginning on the date of this prospectus supplement and continuing to and including the date 30 days after the date of this prospectus supplement. we have agreed not to offer, sell, contract to sell. pledge, grant any option to purchase, make any short sale or otherwise dispose of any securities that are substantially similar to the debentures, without the prior written consent of the representatives. S-28 EFTA_R1_02074102 EFTA02702296 The following table shows the price to public, underwriting discount that we are to pay to the underwriters in connection with this offering and the proceeds, before expenses, to W. R. Berkley Corporation. The information assumes either no exercise or full exercise by the underwriters of their option, discussed above, to purchase up to an additional $ aggregate principal amount of debentures solely to cover overallotments. Tout Total Without With Option °puce Price to Public (I) Underwriting Discount $ (2) $ (3) Proceeds, before expenses, to W. R. Berkley Corporation. $ (I) Plus accrued interest, if any. from , 2016 to the date of delivery. (2) Reflects $ aggregate principal amount of debentures sold to retail investors, for which the underwriters received an underwriting discount of S per debenture, and $ aggregate principal amount of debentures sold to institutional investors, for which the underwriters received an underwriting discount of per debenture. (3) Assumes all retail sales for debentures issued in connection with the exercise of the overallotment option. We estimate that our total expenses relating to the offering, not including the underwriting discount, will be approximately $0.4 million. The debentures are a new issue of securities with no established trading market. We will apply for the listing of the debentures on the NYSE under the symbol "WRB PR D." If approved for listing, we expect trading of the debentures on the NYSE to commence within 30 days after they arc first issued. We have been advised by the underwriters that the underwriters intend to make a market in the debentures but arc not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the debentures. In connection with the offering, the underwriters may purchase and sell debentures in the open market. These transactions may include short sales. stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of debentures than they are required to purchase in the offering. The underwriters must close out any short position by purchasing debentures in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the debentures in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the debentures while the offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased debentures sold by or for the account of such underwriter in stabilizing or short covering transactions. These activities by the underwriters, as well as other purchases by the underwriters for their own accounts. may stabilize. maintain or otherwise affect the market price of the debentures. As a result, the price of the debentures may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise. Some of the underwriters and their affiliates have engaged in. and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Morgan Stanley & S-29 EFTA_R1_02074103 EFTA02702297 United Kingdom Each underwriter has represented and agreed that: • it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the debentures in circumstances in which Section 21(1) of the FSMA does not apply to us; and • it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the debentures in. from or otherwise involving the United Kingdom. Hong Kong The debentures have not been offered or sold and will not be offered or sold by means of any document other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Charter 571) of the laws of Hong Kong (the "SFO") and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Winding Up and Miscellaneous Provisions) (Chapter 32) of the Laws of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the debentures have been or will be issued or have been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the applicable securities laws of Hong Kong) other than with respect to debentures which are or arc intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Japan The debentures have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any debenture-s, directly or indirectly, in Japan or to. or for the account or benefit of any resident of Japan (which term as used herein means any person resident in Japan. including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to. or for the account of benefit of. any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations or ministerial guidelines of Japan. Singapore This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the debentures may not be circulated or distributed, nor may the debentures be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 274 of the Securities and Futures Act. Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person as defined in Section 275(2) pursuant to an offer referred to in Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. S-31 EFTA_R1_02074104 EFTA02702298 It is a condition of the offer that where the debentures are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a relevant person which is: a. a corporation (which is not an accredited investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or b. a trust (where the trustee is not an accredited investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the shares, debentures and units of shares and debentures of that corporation, and the beneficiaries' rights and interest (howsoever described) in that trust, shall not be transferred within 6 months after the corporation or that trust has subscribed for or acquired the debentures except: i. to an institutional investor, or an accredited investor or other relevant person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4Xi)(B) of the SFA (in the case of that trust): ii. where no consideration is or will be given for the transfer: or iii. where the transfer is by operation of law. Canada The debentures may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario). and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the debentures must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. S-32 EFTA_R1_02074105 EFTA02702299 LEGAL MATTERS Willkie Farr & Gallagher LLP, New York, New York, will provide us with an opinion as to legal matters in connection with the debentures offered by this prospectus supplement. Sidley Austin LLP, New York, New York, will pass upon certain legal matters for the underwriters. As of May 18, 2016, lack H. Nusbaum, Senior Partner of Willkie Farr & Gallagher LLP and a member of our board of directors, beneficially owned 86,825 shares of our common stock. Sidley Austin LLP has in the past represented, and is currently representing, us and our subsidiaries in various matters. EXPERTS The consolidated financial statements and the related financial statement schedules of W. R. Berkley Corporation and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2015, have been incorporated by reference in this prospectus supplement by reference to our Annual Report on Form 10-K of the year ended December 31, 2015 in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Exchange Act. Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any document that we file with the SEC at the SEC's public reference room at 100 F Street, N.E.. Washington. D.C. 20549. Our filings with the SEC are also available from the SEC's web site at http://www.sec.gov. Please call the SEC's toll-free telephone number at 1-800-SEC-0330 if you need further information about the operation of the SEC's public reference rooms. Information about us is also available on our web site at http://www.wrberkley.com. Such information on our web site is not a part of this prospectus supplement or the accompanying prospectus. S-B EFTA_R1_02074106 EFTA02702300 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important pan of this prospectus supplement. Any statement contained in a document which is incorporated by reference in this prospectus supplement is automatically updated and superseded if information contained in this prospectus supplement, or information that we later file with the SEC, modifies or replaces this information. All documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or I5(d) of the Exchange Act, prior to the termination of this offering shall be deemed to be incorporated by reference into this prospectus supplement. We incorporate by reference the following documents: • Our Annual Report on Form 10-K for the year ended December 31, 2015; • Our Proxy Statement dated April 15, 2016, for our 2016 Annual Meeting of Stockholders; • Our Quarterly Report on Form 10-Q for the quarter ended March 31.2016: and • Our Current Reports on Form 8-K dated February 23, 2016 and March I, 2016. To receive a free copy of any of the documents incorporated by reference in this prospectus supplement, other than any exhibits, unless the exhibits are specifically incorporated by reference into this prospectus supplement, call or write us at the following address: W. R. Berkley Corporation, Attn.: Matthew M. Ricciardi. Senior Vice President and General Counsel, at 475 Steamboat Road. Greenwich. Connecticut 06830, (203) 629- 3000. 8-34 EFTA_R1_02074107 EFTA02702301 PROSPECTUS W. R. Berkley Corporation Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants to Purchase Common Stock, Warrants to Purchase Preferred Stock, Warrants to Purchase Debt Securities, Stock Purchase Contracts and Stock Purchase Units W. R. Berkley Capital Trust III Preferred Securities Fully and Unconditionally Guaranteed to the Extent Provided in this Prospectus by W. R. Berkley Corporation We or the trust will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements may also add to or update the information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest. Our common stock is listed on the New York Stock Exchange under the symbol "WRB". On November 17. 2014. the closing price of our common stock. as reported by the New York Stock Exchange. was $50.89 per share. Investing in our or the trust's securities involves risks. See "Risk Factors" on Page 6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. Neither we nor the trust has authorized anyone else to provide you with different information. We and the trust are offering these securities only in states where the offer is permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. The date of this prospectus is November 20, 2014. EFTA_R1_02074108 EFTA02702302 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we and the trust filed with the Securities and Exchange Commission (the "Commission") utilizing a "shelf" registration process, relating to the common stock, preferred stock, depositary shares, debt securities, warrants, stock purchase contracts, stock purchase units, preferred securities and preferred securities guarantee described in this prospectus. Under this shelf process, we and the trust are registering an unspecified amount of each class of the securities described in this prospectus, and we may sell any combination of the securities described in this prospectus in one or more offerings, and the trust may sell its trust preferred securities. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the Commission. For additional information regarding us, the trust and the offered securities, please refer to the registration statement of which this prospectus forms a part. This prospectus provides you with a general description of the securities we or the trust may offer. Each time we or the trust sells securities, we or the trust will provide a prospectus supplement that will contain specific information about the terms of that offering. Te prospectus supplement may also add to, update, supplement or clarify information contained in this prospectus. The rules of the Commission allow us to incorporate by reference information into this prospectus. This information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission will automatically update and supersede this information. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." Unless otherwise indicated, all references in this prospectus to "W. R. Berkley," "we," "us," "our," the "Company" or similar terms refer to W. R. Berkley Corporation together with its subsidiaries, and all references in this prospectus to the "trust" refer to W. R. Berkley Capital Trust III. EFTA_R1_02074109 EFTA02702303 FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated herein by reference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward- looking statements can be identified by the use of forward-looking words such as "believes," - expects," "potential," "continued," "may." "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. Any forward- looking statements contained or incorporated by reference in this prospectus, including statements related to our outlook for the industry and for our performance for the year 2014 and beyond. are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information is not and should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to: • the cyclical nature of the property casualty industry; • the impact of significant competition, including new alternative entrants to the industry: • the long-tail and potentially volatile nature of the insurance and reinsurance business; • product demand and pricing; • claims development and the process of estimating reserves; • investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage and private equity investments; • the effects of emerging claim and coverage issues: • the uncertain nature of damage theories and loss amounts; • natural and man-made catastrophic losses, including as a result of terrorist activities; • general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; • the impact of conditions in the financial markets and the global economy, and the potential effect of legislative. regulatory. accounting or other initiatives taken in response to it. on our results and financial condition; • foreign currency and political risks relating to our international operations; • our ability to attract and retain key personnel and qualified employees; • continued availability of capital and financing; • the success of our new ventures or acquisitions and the availability of other opportunities; • the availability of reinsurance: • our retention under the Terrorism Risk Insurance Act of 2002. as amended ("TRIA"), and the potential expiration of TRIA; • the ability of our reinsurers to pay reinsurance recoverables owed to us; • other legislative and regulatory developments, including those related to business practices in the insurance industry; • credit risk relating to our policyholders, independent agents and brokers; • changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; • the availability of dividends from our insurance company subsidiaries; • potential difficulties with technology and/or data security; 2 EFTA_R1_02074110 EFTA02702304 the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and • other risks detailed from time to time in our filings with the Commission. We describe some of these risks and uncertainties in greater detail under the caption "Risk Factors" in Item IA of our Annual Report on Form 10-K for the year ended December 31, 2013 (our "Annual Report"), which is incorporated herein by reference. These risks and uncertainties could cause our actual results for the year 2014 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed elsewhere in this prospectus, any related prospectus supplement and the documents incorporated by reference in this prospectus. Forward-looking statements speak only as of the date on which they arc made. Except to the extent required by applicable law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. For a discussion of factors that could cause actual results to differ, see "Risk Factors" below and the information contained in our publicly available filings with the Commission. These filings are described below under the captions "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference.- EFTA_R1_02074111 EFTA02702305 W. R. BERKLEY CORPORATION Overview We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: • Insurance-Domestic — commercial insurance business, including excess and surplus lines and admitted lines, primarily throughout the United States; • Insurance-International — insurance business primarily in the United Kingdom. Continental Europe, South America, Canada, Scandinavia and Australia; and • Reinsurance-Global — reinsurance business on a facultative and treaty basis, primarily in the United States, the United Kingdom, Continental Europe, Australia and the Asia-Pacific Region. Each of our three business segments is composed of individual operating units that serve a market defined by geography, products, services or types of customers. Each of our operating units is positioned close to its customer base and participates in a niche market requiring specialized knowledge about a territory of product. This strategy of decentralized operations allows each of our units to identify and respond quickly and effectively to changing market conditions and local customer needs, while capitalizing on the benefits of centralized capital, investment, reinsurance and enterprise risk management and actuarial, financial and corporate legal staff support. Other Information For further information regarding us and our financial information, you should refer to our recent filings with the Commission. We were incorporated in Delaware in 1970 as the successor to a New Jersey corporation that was incorporated in 1967. Our principal executive offices are located at 475 Steamboat Road, Greenwich, Connecticut 06830. and our telephone number is (203) 629-3000. 4 EFTA_R1_02074112 EFTA02702306 W.R.BERKLEY CAPITAL TRUST III The trust is a statutory trust created under Delaware law pursuant to: • a trust agreement executed by us. as sponsor of the trust, and the trustees for the trust: and • the filing of a certificate of trust with the Delaware Secretary of State on March 22, 2001. The trust agreement will be amended and restated in its entirety substantially in the form filed as an exhibit to the registration statement of which this prospectus forms a part. The restated trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939. The trust exists for the exclusive purposes of: • issuing and selling the preferred securities and common securities that represent undivided beneficial interests in the assets of the trust; • using the gross proceeds from the sale of the preferred securities and common securities to acquire a particular series of our subordinated debt securities: and • engaging in only those other activities necessary or incidental to the issuance and sale of the preferred securities and common securities and purchase of our subordinated debt securities. We will indirectly or directly own all of the common securities of the trust. The common securities of the trust will rank equally, and payments will be made thereon pro rata, with the preferred securities of that trust, except that, if an event of default under the restated trust agreement resulting from an event of default under our subordinated debt securities held by the trust has occurred and is continuing, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the preferred securities. Unless otherwise disclosed in the related prospectus supplement, the trust has a term of approximately 55 years. but may dissolve earlier as provided in the restated trust agreement of the trust. Unless otherwise disclosed in the applicable prospectus supplement, the trust's business and affairs will be conducted by the trustees appointed by us, as the direct or indirect holder of all of the common securities. The holder of the common securities will be entitled to appoint, remove or replace any of. or increase or reduce the number of. the trustees of the trust. The duties and obligations of the trustees of the trust will be governed by the restated trust agreement of the trust. Unless otherwise disclosed in the related prospectus supplement. two of the trustees of the trust will be administrative trustees. The administrative trustees will be persons who are employees or officers of or affiliated with us. One trustee of the trust will be the property trustee. The property trustee will be a financial institution that is not affiliated with us. that has a minimum amount of combined capital and surplus of not less than $50,000.000 and that will act as property trustee under the terms set forth in the applicable prospectus supplement. The property trustee will also act as indenture trustee for the purposes of compliance with the provisions of the Trust Indenture Act. In addition, one trustee of the trust, which trustee will reside in or have its principal place of business in the State of Delaware. will be the "Delaware trustee." The Delaware trustee may be the property trustee, if it otherwise meets the requirements of applicable law. We will pay all fees and expenses related to the trust and the offering of preferred securities and common securities. The principal executive offices for the trust are located at do W. R. Berkley Corporation. 475 Steamboat Road, Greenwich, Connecticut 06830. The telephone number of the trust is (203) 629-3000. 5 EFTA_R1_02074113 EFTA02702307 RISK FACTORS Investing in our securities and the securities of our trust involves significant risks. You should carefully consider and evaluate the specific risks discussed or incorporated by reference in this prospectus and the applicable prospectus supplement, together with all other information contained or incorporated by reference in this prospectus and the applicable prospectus supplement. You should consider the risks, uncertainties and assumptions discussed under the caption "Risk Factors" in Item IA of our Annual Report, which is incorporated by reference in this prospectus. If any of the events or circumstances described as risks actually occurs, our businesses, results of operations or financial condition could be materially and adversely affected. In such case, the market value of our securities could decline and you could lose pan or all of your investment. These risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Commission in the future. USE OF PROCEEDS Unless the applicable prospectus supplement states otherwise, we will use the net proceeds from the sale of offered securities for working capital, capital expenditures, acquisitions, stock repurchases and other general corporate purposes. The trust will invest all proceeds received from the sale of its preferred securities and common securities in a particular series of our subordinated debt securities. Until we use the net proceeds in the manner described above, we may temporarily use them to make short-term investments or to reduce short-term borrowings. RATIO OF EARNINGS TO FIXED CHARGES The following table shows our ratio of earnings to fixed charges for the periods indicated. For purposes of the computation of ratio of earnings to fixed charges, earnings consist of income before income taxes, preferred dividends, change in accounting and extraordinary items plus fixed charges. Fixed charges consist of interest expense, capitalized interest, amortization of financing costs and one-third of minimum rental payments under operating leases. The trust had no operations during the periods set forth below and no preferred stock dividends were paid during such periods. Nine Months Ended Year Ended December 31. September V. 2014 2013 2012 2011 2010 2009 Ratio of Earnings to Fixed Charges 8.5 6.0 6.0 5.2 6.1 4.9 6 EFTA_R1_02074114 EFTA02702308 GENERAL DESCRIPTION OF THE OFFERED SECURITIES We may from time to time offer under this prospectus, separately or together: • common stock; • preferred stock, which may be represented by depositary shares as described below; • unsecured senior or subordinated debt securities; • warrants to purchase common stock; • warrants to purchase preferred stock; • warrants to purchase debt securities; • stock purchase contracts; and • stock purchase units, each representing ownership of a stock purchase contract and, as security for the holder's obligation to purchase common stock or preferred stock under the stock purchase contract, any of our other securities being registered hereby or preferred securities or debt obligations of third parties, including U.S. Treasury securities. The trust may offer preferred securities representing undivided beneficial interests in its assets, which will be fully and unconditionally guaranteed to the extent described in this prospectus by us. EFTA_R1_02074115 EFTA02702309 DESCRIPTION OF OUR CAPITAL STOCK Authorized and Outstanding Capital Stock Pursuant to our Restated Certificate of Incorporation (our "certificate of incorporation"), our authorized capital stock is 505,000.000 shams, consisting of: • 5,000,000 shares of preferred stock, par value $0.10 per share, of which 40,000 shares were designated as Series A Junior Participating Preferred Stock; and • 500.000.000 shares of common stock, par value $0.20 per share. As of October 31. 2014, we had 126.909.538 outstanding shams of common stock, which excludes unissued shams reserved under various employee compensation plans and shams held by certain of our subsidiaries. No shams of preferred stock are currently outstanding. No holders of any class of our capital stock are entitled to preemptive rights. In general. the classes of authorized capital stock are afforded preferences with respect to dividends and liquidation rights in the order listed above. Our board of directors is empowered. without approval of our stockholders, to cause the preferred stock to be issued in one or mom series, with the numbers of shares of each series and the rights. preferences and limitations of each series to be determined by it. The specific matters that may be determined by our board of directors include the dividend rights, voting rights, redemption rights. liquidation preferences, if any. conversion and exchange rights, retirement and sinking fund provisions and other rights. qualifications. limitations and restrictions of any wholly unissued series of preferred stock, the number of shams constituting that series and the terms and conditions of the issue of the shares. The following is a summary of the material provisions and features of our certificate of incorporation and our Amended and Restated By-Laws (our "by-laws"). You should refer to our certificate of incorporation and our by-laws for complete information regarding the provisions of our certificate of incorporation and our by-laws, including the definitions of some of the terms used below. Copies of our certificate of incorporation and our by- laws are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. Whenever particular sections or defined terms of our certificate of incorporation and our by-laws are referred to, such sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. Common Stock Subject to any preferential rights of any preferred stock created by our board of directors, each outstanding share of our common stock is entitled to such dividends as our board of directors may declare from time to time out of funds that we can legally use to pay dividends. The holders of common stock possess exclusive voting rights, except to the extent our board of directors specifies voting power with respect to any preferred stock that is issued. Each holder of our common stock is entitled to one vote for each share of common stock and does not have any right to cumulate votes in the election of directors. In the event of liquidation, dissolution or winding-up of W. R. Berkley. holders of our common stock will be entitled to receive on a pro -rata basis any assets remaining after provision for payment of creditors and after payment of any liquidation preferences to holders of preferred stock, if any. The transfer agent and registrar for our common stock is Wells Fargo Bank, N.A. Our common stock is listed on the New York Stock Exchange under the symbol "WRB". All shares of our common stock currently issued and outstanding arc fully paid and non-assessable. Shares of our common stock offered by a prospectus supplement. upon issuance against full consideration, will be fully paid and non-assessable. A more detailed description of our common stock is set forth in our registration statement filed under the Exchange Act on Form 8-A/A on May I, 2001. including any further amendment or report for the purpose of updating such description. 8 EFTA_R1_02074116 EFTA02702310 Preferred Stock The particular terms of any series of preferred stock will be set forth in the prospectus supplement relating to the offering. The rights, preferences, privileges and restrictions, including dividend rights, voting rights, terms of redemption. retirement and sinking fund provisions and liquidation preferences, if any, of the preferred stock of each series will be fixed or designated pursuant to a certificate of designation adopted by our board of directors or a duly authorized committee of our board of directors. The terms, if any. on which shares of any series of preferred stock are convertible or exchangeable into common stock will also be set forth in the prospectus supplement relating to the offering. These terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, in which case the number of shares of common stock to be received by the holders of preferred stock would be calculated as of a time and in the manner stated in the applicable prospectus supplement. The description of the terms of a particular series of preferred stock that will be set forth in the applicable prospectus supplement does not purport to be complete and is qualified in its entirety by reference to the certificate of designation relating to such series. Provisions of Our Certificate of Incorporation and By-Laws Provisions of our certificate of incorporation and by-laws may delay or make more difficult unsolicited acquisitions or changes of our control. We believe that these provisions will enable us to develop our business in a manner that will foster long-term growth without disruption caused by the threat of a takeover not thought by our board of directors to be in our best interests and the best interests of our stockholders. Those provisions could have the effect of discouraging third parties from making proposals involving an unsolicited acquisition or change of control of W. R. Berkley. although the proposals. if made. might be considered desirable by a majority of our stockholders. Those provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors. These provisions include: • the establishment of a classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly created directorships: • the requirement that 80% of our stockholders entitled to vote in the election of directors approve certain transactions between us and certain of our stockholders, including the merger of W. R. Berkley into such certain stockholder, our disposition of substantial assets to such certain stockholder or our exchange of voting securities with such certain stockholder for the sale or lease to us of securities or assets of such certain stockholder, the need for advance notice in order to raise business or make nominations at stockholders' meetings; and the availability of capital stock for issuance from time to time at the discretion of our board of directors (see "— Authorized and Outstanding Capital Stock" and "— Preferred Stock"). See "— Restrictions on Ownership Under Insurance Laws," and "— Delaware General Corporation Law" for other provisions applicable to us that may discourage takeovers. Classified Board of Directors; Number of Directors; Filling of Vacancies Our certificate of incorporation and by-laws provide for a board of directors divided into three classes, with one class being elected each year to serve for a three-year term. As a result, at least two annual meetings of stockholders may be required for stockholders to change a majority of our board of directors. Our certificate of 9 EFTA_R1_02074117 EFTA02702311 incorporation and by-laws also provide that newly created directorships resulting from any increase in the authorized number of up to 15 directors, or any vacancy, may be filled by a vote of a majority of directors then in office. Accordingly, our board of directors may be able to prevent any stockholder from obtaining majority representation on the board of directors by increasing the size of the board and filling the newly created directorships with its own nominees. Directors may be removed at any time for cause by the majority vote of the directors then in office. Additionally, directors may be removed with or without cause by the vote or consent of 80% of our stockholders entitled to vote in the election of directors. Stockholder Approval ofCertain Transactions Effecting a Change of Control The affirmative vote or consent of 80% of our stockholders entitled to vote in the election of directors is required to authorize any of the following transactions: • our merger or consolidation into any other corporation or entity: • the sale, lease, exchange. mortgage or other disposition of all or any substantial part of our assets to any other corporation. person or other entity; or • the sale or lease by any other corporation, person or entity to us or any of our subsidiaries of any securities or assets, except assets having an aggregate fair market value of less than $4,000,000, in exchange for our or any of our subsidiaries' voting securities, including securities convertible into voting securities or options and warrants or rights to purchase voting securities; if such corporation, person or entity is, or has been at any time within the preceding two years, the beneficial owner of 5% or more of the outstanding shares of our stock entitled to vote in the elections of directors. These transactions do not require an 80% stockholder vote if (a) our board of directors approved a memorandum of understanding with the other corporation prior to the time the other corporation became a beneficial owner of 5% or more of the outstanding shares of our stock entitled to vote in the elections of directors or (b) a majority of the outstanding shares of all classes of stock entitled to vote in elections of directors of the target corporation is owned by us. Advance Noticefor Raising Business or Making Nominations at Meetings Our by-laws establish an advance notice procedure for stockholder proposals to be brought before an annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual or special meeting at which directors arc to be elected. Only such business may be conducted at a special meeting of stockholders as has been specified in our notice to stockholders of such meeting, which notice will be given not less than 10 nor more than 60 days before the date of the meeting. Only such business may be conducted at an annual meeting of stockholders as has been brought before the meeting by. or at the direction of, the board of directors, or by a stockholder who has given to the secretary of W. R. Berkley timely written notice. in proper form, of the stockholder's intention to bring that business before the meeting. The Chairman of the meeting will have the authority to make all determinations with respect to these matters. Only persons who are nominated by, or at the direction of, the board of directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to the secretary prior to a meeting at which directors are to be elected will be eligible for election as directors. To be timely, notice of business to be brought before an annual meeting. or nominations of candidates for election as directors at an annual meeting. is required to be received by the secretary of W. R. Berkley not less than 60 days nor more than 90 days in advance of the anniversary date of the immediately preceding annual meeting. In the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of the sixtieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. 10 EFTA_R1_02074118 EFTA02702312 Similarly, notice of nominations to be brought before a special meeting of stockholders for the election of directors is required to be delivered to the secretary not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of the sixtieth day prior to such special meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The notice of any nomination for election as a director is required to set forth: • as to each person whom the stockholder proposes to nominate for election or reelection as a director. all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required. in each case pursuant to Regulation I4A under the Exchange Act, or any successor rule or regulation: and • as to the stockholder giving the notice and the beneficial owner, if any. on whose behalf the nomination is made (I) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, and (2) the class and number of our shares which are owned beneficially and of record by such stockholder and such beneficial owner. Restrictions on Ownership Under Insurance Laws Although our certificate of incorporation and by-laws do not contain any provision restricting ownership as a result of the application of various state insurance laws, these laws will be a significant deterrent to any person interested in acquiring our control. The insurance holding company laws of each of the jurisdictions in which our insurance subsidiaries are incorporated or commercially domiciled, as well as state corporation laws, govern any acquisition of control of our insurance subsidiaries or of us. In general, these laws provide that no person or entity may directly or indirectly acquire control of an insurance company unless that person or entity has received the prior approval of the insurance regulatory authorities. An acquisition of control generally would be presumed in the case of any person or entity who purchases 10% or more of our outstanding common stock, unless the applicable insurance regulatory authorities determine otherwise. Delaware General Corporation Law The terms of Section 203 of the Delaware General Corporation Law apply to us since we are a Delaware corporation and our certificate of incorporation does not exclude us from the restrictions imposed thereunder. Pursuant to Section 203. with certain exceptions, a Delaware corporation may not engage in any of a broad range of business combinations, such as mergers, consolidations and sales of assets, with an "interested stockholder," as defined below, for a period of three years from the date that such person became an interested stockholder unless: • the transaction that results in a person becoming an interested stockholder, or the business combination is approved by the board of directors of the corporation before the person becomes an interested stockholder, • upon consummation of the transaction which results in the stockholder becoming an interested stockholder, the interested stockholder owns 85% or more of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers. and shares owned by certain employee stock plans; or • on or after the time the person becomes an interested stockholder, the business combination is approved by the corporation's board of directors and by holders of at least two-thirds of the corporation's outstanding voting stock, excluding shares owned by the interested stockholder. at a meeting of stockholders. Under Section 203, an "interested stockholder" is defined as any person. other than the corporation and any direct or indirect majority-owned subsidiary, that is: • the owner of 15% or more of the outstanding voting stock of the corporation; or II EFTA_R1_02074119 EFTA02702313 • an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder. Under certain circumstances, Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may elect to exclude a corporation from the restrictions imposed thereunder. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with our board of directors, because the stockholder approval requirement would be avoided if a majority of the directors then in office approved either the business combination or the transaction resulting in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our management. It is further possible that such provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interest. Limitations on Director liability Our certificate of incorporation contains a provision that is designed to limit our directors' liability to the extent permitted by the Delaware General Corporation Law and any amendments to that law. Specifically, directors will not be held liable to the Company or its stockholders for monetary damages for an act or omission in their capacity as a director, except for liability as a result of: • a breach of the duty of loyalty to the Company or our stockholders: • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • payment of an improper dividend or improper redemption or repurchase of the Company's stock under Section 174 of the Delaware General Corporation Law; or • any transaction from which the director received an improper personal benefit. The principal effect of the limitation on liability provision is that a stockholder is unable to prosecute an action for monetary damages against a director of the Company unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the federal securities laws. Our certificate of incorporation also does not eliminate our directors' duty of care. The inclusion of the limitation on liability provision in the certificate may. however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited the Company and our stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director's breach of the duty of care. Our by-laws also provide that we shall indemnify our directors and officers to the fullest extent permitted by Delaware law. We are required to indemnify our directors and officers for all judgments, fines, amounts paid in settlement, legal fees and other expenses reasonably incurred in connection with pending or threatened legal proceedings because of the director's or officer's position with the Company or another entity that the director or officer serves at our request, subject to certain conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must succeed in the legal proceeding or act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company and with respect to any criminal action or proceeding, in a manner he or she reasonably believed to be lawful. 12 EFTA_R1_02074120 EFTA02702314 DESCRIPTION OF THE DEPOSITARY SHARES General We may. at our option, elect to offer depositary shares, representing fractional interests in debt securities or fractional shares of our common stock or a particular series of our preferred stock, as described below. In the event we elect to do so, depositary receipts evidencing depositary shares will be issued to the public. The interests in a security of a particular series of debt securities or shares of common stock or any class or series of preferred stock represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a debt security or share of common stock or preferred stock represented by such depositary share, to all the rights and preferences of the debt security, common stock or preferred stock, as the case may be, represented by the depositary share, including dividend, voting, conversion, redemption, sinking fund. repayment at maturity, subscription and liquidation rights. The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional interests in debt securities or fractional shares of common stock or preferred stock in accordance with the terms of the offering described in the related prospectus supplement. The following summary is qualified in its entirety by reference to copies of the forms of deposit agreement and depositary receipt filed as exhibits to the registration statement of which this prospectus forms a part. Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to, and entitling the holders thereof to all the rights pertaining to. the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and temporary depositary receipts will be exchangeable for definitive depositary receipts without charge to the holder thereof. Dividends and Other Distributions The depositary will distribute all payments of interest, cash dividends or other cash distributions received in respect of the debt securities, common stock or class or series of preferred stock. as the case may be, to the record holders of depositary shares relating to such debt securities, common stock or class or series of preferred stock in proportion to the number of such depositary shares owned by such holders. In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto, unless the depositary determines that it is not feasible to make such distribution, in which case the depositary may, with our approval, sell such property and distribute the net proceeds from such sale to such holders. Redemption of Depositary Shares Whenever we redeem a debt security, common stock or preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing interests in the debt securities or shares of the common stock or preferred stock so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per debt security or share of common stock or preferred stock, as the case may be, payable with respect to such redeemed series of debt securities, common stock or preferred stock. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata, as may be determined by the depositary. 3 EFTA_R1_02074121 EFTA02702315 Exercise of Rights under the Indenture or Voting the Common Stock or Preferred Stock Upon receipt of notice of any meeting at which the holders of the debt securities, common stock or preferred stock, as the case may be. are entitled to vote or respond to requests for instructions or directions, the depositary will transmit the information contained in such notice of meeting to the record holders of the depositary shares relating to such debt securities, common stock or preferred stock. Each record holder of such depositary shares on the record date will be entitled to instruct the depositary how to give instructions or directions with respect to the debt securities represented by such holder's depositary shares or how to vote the amount of common stock or preferred stock represented by such holder's depositary shares. The record date for the depositary shares will be the same date as the record date for the debt securities, common stock or preferred stock, as the case may be. The depositary will endeavor, insofar as practicable. to give instructions or directions with respect to the debt securities or vote the number of shares of common stock or preferred stock, as the case may be. represented by the depositary shares in accordance with such instructions, and we will agree to take all action which the depositary deems necessary in order to enable the depositary to do so. The depositary will abstain from giving instructions or directions with respect to fractional interests in the debt securities or voting shares of the common stock or preferred stock, as the case may be. to the extent it does not receive specific instructions from the holders of depositary shares representing such debt securities or shares of common stock or preferred stock. Amendment and Termination of the Deposit Agreement The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary receipts will not be effective unless such amendment has been approved by the holders of depositary receipts representing at least a majority of the depositary shares then outstanding. Additionally, unless otherwise provided in the related prospectus supplement, in the case of amendments relating to or affecting rights to receive interest, dividends or distributions or instruction, direction, voting, repayment or redemption rights, approval is required by the holders of depositary receipts representing 6635% of the depositary shares then outstanding. The deposit agreement may be terminated by us or the depositary only if: all outstanding depositary shares have been redeemed: if applicable, the debt securities and the preferred stock represented by depository shares have been convened into or exchanged for our common stock; there has been a complete repayment or redemption of the debt securities or a final distribution in respect of the common stock or preferred stock, including in connection with our liquidation. dissolution or winding-up, and such repayment. redemption or distribution proceeds. as the case may be. has been distributed to the holders of depositary receipts: or upon the consent of holders of depositary receipts representing not less than 661/2 % of the depositary shares outstanding. Charges of Depositary We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the debt securities. common stock or preferred stock, as the case may be. and any repayment or redemption of such debt securities, common stock or preferred stock, as the case may be. Holders of depositary receipts will pay all other transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts. The depositary may refuse to effect any transfer of a depositary receipt or any withdrawal of debt securities or shares of common stock or preferred stock evidenced thereby until all such taxes and charges with respect to such depositary receipt or such debt securities or shares of common stock or preferred stock are paid by the holders thereof. 14 EFTA_R1_02074122 EFTA02702316 DESCRIPTION OF THE DEBT SECURITIES The following description of our debt securities sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate. Our senior debt securities are to be issued under an indenture between us and The Bank of New York Mellon, as trustee, the form of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. We refer to this indenture in this prospectus as the "senior indenture." Our subordinated debt securities are to be issued under two separate indentures. Our subordinated debt securities which are issued to the trust in connection with the issuance of preferred securities and common securities by that trust are to be issued under an indenture which we sometimes refer to in this prospectus as the "trust-issued subordinated indenture." Our other subordinated debt securities are to be issued under an indenture which we sometimes refer to in this prospectus as the "subordinated indenture." Each of the trust-issued subordinated indenture and the subordinated indenture are between us and a trustee and the form of each is filed as an exhibit to the registration statement of which this prospectus forms a part. The trust-issued subordinated indenture and the subordinated indenture are sometimes referred to herein collectively as the "subordinated indentures." The senior indenture, the trust-issued subordinated indenture and the subordinated indenture are sometimes referred to herein collectively as the "W. R. Berkley indentures" and each individually as a "W. R. Berkley indenture." The particular terms of the debt securities offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered debt securities, will be described in the applicable prospectus supplement. The following are summaries of the material terms and provisions of the W. R. Berkley indentures and the related debt securities. You should refer to the forms of the W. R. Berkley indentures and the debt securities for complete information regarding the terms and provisions of the W. R. Berkley indentures, including the definitions of some of the terms used below, and the debt securities. Wherever particular articles, sections or defined terms of a W. R. Berkley indenture are referred to, those articles. sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. Wherever particular articles, sections or defined terms of a W. R. Berkley indenture, without specific reference to a particular W. R. Berkley indenture, are referred to, those articles. sections or defined terms are contained in all W. R. Berkley indentures. The senior indenture and the subordinated indenture are substantially identical, except for certain covenants of ours and provisions relating to subordination. The subordinated indenture and the trust-issued subordinated indenture are substantially identical, except for certain rights and covenants of ours and provisions relating to the issuance of securities to a trust. General The W. R. Berkley indentures do not limit the aggregate principal amount of the debt securities which we may issue thereunder and provide that we may issue the debt securities thereunder from time to time in one or more series. (Section 3.1) The W. R. Berkley indentures do not limit the amount of other Indebtedness or the debt securities, other than certain secured Indebtedness as described below, which we or our Subsidiaries may issue. Unless otherwise provided in a prospectus supplement, the senior debt securities will be unsecured obligations of ours and will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities will be unsecured obligations of ours, subordinated in right of payment to the prior payment in full of all Senior Indebtedness of ours as described below under "— Subordination of the Subordinated Debt Securities" and in the applicable prospectus supplement. The W. R. Berkley indentures do not limit the amount of senior. pari passu and junior Indebtedness that we may issue. As of September 30, 2014. we had outstanding approximately $2,488 million face value of senior notes and other debt, including $350 million face value of subordinated debentures. See Notes 16 and 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, which are incorporated by reference in this prospectus. 16 EFTA_R1_02074123 EFTA02702317 Because we are a holding company, our rights and the rights of our creditors, including the holders of our debt securities, and stockholders to participate in any distribution of assets of any Subsidiary upon the Subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of the Subsidiary's creditors, except to the extent that we may ourselves be a creditor with recognized claims against the Subsidiary. The rights of our creditors, including the holders of our debt securities, to participate in the distribution of stock owned by us in certain of the Subsidiaries, including our insurance Subsidiaries, may also be subject to approval by certain insurance regulatory authorities having jurisdiction over such Subsidiaries. As of September 30, 2014, our Subsidiaries had approximately $161 million of indebtedness for borrowed money. In the event our subordinated debt securities are issued to the trust in connection with the issuance of preferred securities and common securities by the trust, such subordinated debt securities subsequently may be distributed pro rata to the holders of such preferred securities and common securities in connection with the dissolution of that trust upon the occurrence of certain events. These events will be described in the prospectus supplement relating to such preferred securities and common securities. Only one series of our subordinated debt securities will be issued to the trust in connection with the issuance of preferred securities and common securities by the trust. The prospectus supplement relating to the particular debt securities offered thereby will describe the following terms of the offered debt securities: • the title of such debt securities and the series in which such debt securities will be included, which may include medium-term notes: • any limit upon the aggregate principal amount of such debt securities; • the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal of such debt securities will be payable; • the rate or rates at which such debt securities will bear interest, if any, which rate may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity. or the method by which such rate or rates will be determined, including, if applicable, any remarketing option or similar method, and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined; • the date or dates on which interest, if any, on such debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable: • the place or places where the principal of. any premium or interest on or any additional amounts with respect to such debt securities will be payable, any of such debt securities that are issued in registered form may be surrendered for registration of transfer or exchange, and any such debt securities may be surrendered for conversion or exchange; • whether any of such debt securities are to be redeemable at our option, whether we will be obligated to redeem or purchase any of such debt securities pursuant to any sinking fund or analogous provision or at the option of any holder thereof, and the tenns of such option or obligation, as described under — Redemption" below; • if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any debt securities to be issued in registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form will be issuable; • whether the debt securities will be convertible into common stock and/or exchangeable for other securities and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable: • if other than the principal amount, the portion of the principal amount, or the method by which such portion will be determined, of such debt securities that will be payable upon declaration of acceleration of the maturity thereof; 17 EFTA_R1_02074124 EFTA02702318 • if other than United States dollars, the currency of payment, including composite currencies, of the principal of. any premium or interest on or any additional amounts with respect to any of such debt securities; • whether the principal of. any premium or interest on or any additional amounts with respect to such debt securities will be payable. at our election or the election of a holder, in a currency other than that in which such debt securities are stated to be payable and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made: • any index, formula or other method used to determine the amount of payments of principal of. any premium or interest on or any additional amounts with respect to such debt securities; • whether such debt securities are to be issued in the form of one or more global securities and, if so. the identity of the depositary for such global security or securities; • whether such debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the specific subordination provisions applicable thereto; • in the case of subordinated debt securities issued to a trust, the terms and conditions of any obligation or right of ours or a holder to convert or exchange such subordinated debt securities into preferred securities of that trust; • in the case of subordinated debt securities issued to a trust, the form of restated trust agreement and, if applicable, the agreement relating to our guarantee of the preferred securities of that trust: • in the case of subordinated debt securities, the relative degree, if any, to which such subordinated debt securities of the series will be senior to or he subordinated to other series of the subordinated debt securities or other indebtedness of ours in right of payment, whether such other series of the subordinated debt securities or other indebtedness are outstanding or not; • any modifications of or additions to the Events of Default or covenants of ours with respect to such debt securities: • whether the provisions described below under "— Discharge. Defeasance and Covenant Defeasance" will be applicable to such debt securities; • whether any of such debt securities are to be issued upon the exercise of warrants, and the time, manner and place for such debt securities to be authenticated and delivered; and • any other terms of such debt securities and any modifications or additions to the applicable W. R. Berkley indenture in respect of such debt securities. (Section 3.1) We will have the ability under the W. R. Berkley indentures to "reopen" a previously issued series of the debt securities and issue additional debt securities of that series or establish additional terms of that series. We are also permitted to issue debt securities with the same terms as previously issued debt securities. (Section 3.1) Unless otherwise provided in the related prospectus supplement, principal. premium. interest and additional amounts, if any. with respect to any debt securities will be payable at the office or agency maintained by us for such purposes. In the case of debt securities issued in registered form, interest may be paid by check mailed to the persons entitled thereto at their addresses appearing on the security register or by transfer to an account maintained by the payee with a bank located in the United States. Interest on debt securities issued in registered form will be payable on any interest payment date to the persons in whose names the debt securities are registered at the close of business on the regular record date with respect to such interest payment date. All paying agents initially designated by us for the debt securities will be named in the related prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place where the principal of. any premium or interest on or any additional amounts with respect to the debt securities are payable. (Sections 3.7 and 10.2) 18 EFTA_R1_02074125 EFTA02702319 • presented such debt security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such debt security could not have been presented for payment elsewhere; or • presented such debt security for payment more than 30 days after the date on which the payment in respect of such debt security became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such debt security for payment on any day within that 30-day period; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge: (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of such debt security to comply with any reasonable request by us addressed to the holder within 90 days of such request: • to provide information concerning the nationality, residence or identity of the holder or such beneficial owner; or • to make any declaration or other similar claim or satisfy any information or reporting requirement. which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1). (2) and (3) above. In addition, we will not pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such debt security to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such debt security to the extent such payment would be required by the laws of the relevant taxing jurisdiction, or any political subdivision or relevant taxing authority thereof or therein, to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of the debt security. (Section 10.4 of the senior indenture and the subordinated indenture) Option to Extend Interest Payment Date If provided in the related prospectus supplement, we will have the right at any time and from time to time during the term of any series of subordinated debt securities issued to a trust to defer payment of interest for such number of consecutive interest payment periods as may be specified in the related prospectus supplement, subject to the terms, conditions and covenants, if any. specified in such prospectus supplement. provided that such extension period may not extend beyond the stated maturity of such series of subordinated debt securities. Certain United States Federal income tax consequences and special considerations applicable to such subordinated debt securities will be described in the related prospectus supplement. (Section 3.11 of the trust- issued subordinated indenture) Option to Extend Maturity Date If provided in the related prospectus supplement, we will have the right to change or extend the stated maturity of the principal of the subordinated debt securities of any series issued to a trust upon the liquidation of that trust and the exchange of the subordinated debt securities for the preferred securities of that trust, provided that: • we arc not in bankruptcy, otherwise insolvent or in liquidation; • we have not defaulted on any payment on such subordinated debt securities and no deferred interest payments have accrued; 22 EFTA_R1_02074126 EFTA02702320 (2) we shall be in default with respect to our payment of obligations under the preferred securities guarantee relating to such preferred securities; or (3) we shall have given notice of our election to begin an Extension Period as provided in the applicable subordinated indenture with respect to the subordinated debt securities of such series and shall not have rescinded such notice, or such Extension Period. or any extension thereof, shall be continuing. (Section 10.10 of the trust- issued subordinated indenture) In the event our subordinated debt securities are issued to the trust in connection with the issuance of preferred securities and common securities of the trust, for so long as such series of subordinated debt securities remain outstanding. we will also covenant: • to maintain directly or indirectly 100% ownership of the common securities of the trust; provided, however, that any permitted successor of ours under the applicable subordinated indenture may succeed to our ownership of such common securities; • not to voluntarily dissolve, wind up or liquidate the trust, except in connection with the distribution of our subordinated debt securities to the holders of preferred securities and common securities in liquidation of the trust, the redemption of all of the preferred securities and common securities of the trust, or certain mergers, consolidations or amalgamations, each as permitted by the restated trust agreement of the trust; and • to use our reasonable efforts, consistent with the terms of the related trust agreement, to cause the trust to remain classified as a grantor trust for United States Federal income tax purposes. (Section 10.12 of the trust-issued subordinated indenture) Consolidation, Amalgamation. Merger and Sale of Assets Each W. R. Berkley indenture provides that we may not: (I) consolidate or amalgamate with or merge into any Person or convey, transfer or lease our properties and assets as an entirety or substantially as an entirety to any Person; or (2) permit any Person to consolidate or amalgamate with or merge into us, or convey. transfer or lease its properties and assets as an entirety or substantially as an entirety to us, unless: • in the case of (1) above. such Person is a corporation organized and existing under the laws of the United States of America. any State thereof or the District of Columbia and will expressly assume, by supplemental indenture satisfactory in form to the trustee. the due and punctual payment of the principal of. any premium and interest on and any additional amounts with respect to all of the debt securities issued thereunder, and the performance of our obligations under such W. R. Berkley indenture and the debt securities issued thereunder, and provides for conversion or exchange rights in accordance with the provisions of the debt securities of any series that are convertible or exchangeable into common stock or other securities: • immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of ours or a Subsidiary as a result of such transaction as having been incurred by us or such Subsidiary at the time of such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, will have happened and be continuing; and • certain other conditions are satisfied. (Section 8.1) Events of Default Except as otherwise provided in the related prospectus supplement and specifically deleted or modified in or pursuant to the related supplemental indenture. board resolution or officer's certificate establishing the terms of any series of debt securities pursuant to the applicable W. R. Berkley indenture. each of the following events will 25 EFTA_R1_02074127 EFTA02702321 constitute an Event of Default under the applicable W. R. Berkley indenture with respect to any series of debt securities issued thereunder, whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body: (I) default in the payment of any interest on any debt security of such series, or any additional amounts payable with respect thereto. when such interest becomes or such additional amounts become due and payable. and continuance of such default for a period of 30 days; (2) default in the payment of the principal of or any premium on any debt security of such series, or any additional amounts payable with respect thereto, when such principal or premium becomes or such additional amounts become due and payable either at maturity, upon any redemption. by declaration of acceleration or otherwise; (3) default in the deposit of any sinking fund payment, when and as due by the terms of any debt security of such series; (4) default in the performance, or breach, of any covenant or warranty of ours contained in the applicable W. R. Berkley indenture for the benefit of such series or in the debt securities of such series, and the continuance of such default or breach for a period of 60 days after there has been given written notice as provided in such W. R. Berkley indenture; (5) if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of ours, whether such Indebtedness now exists or is hereafter created or incurred, happens and consists of default in the payment of more than 550.000,000 in principal amount of such Indebtedness at the maturity thereof, after giving effect to any applicable grace period, or results in such Indebtedness in principal amount in excess of 550,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default is not cured or such acceleration is not rescinded or annulled within a period of 30 days after there has been given written notice as provided in the applicable W. R. Berkley indenture; (6) we shall fail within 60 days to pay. bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $50,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith; (7) in the event subordinated debt securities are issued to the trust or a trustee for the trust in connection with the issuance of preferred securities and common securities by the trust, the voluntary or involuntary dissolution, winding-up or termination of the trust, except in connection with the distribution of subordinated debt securities to the holders of preferred securities and common securities in liquidation of that trust, the redemption of all of the preferred securities and common securities of the trust, or certain mergers, consolidations or amalgamations, each as permitted by the restated trust agreement of the trust; (8) certain events in our bankruptcy, insolvency or reorganization; and (9) any other Event of Default provided in or pursuant to the applicable W. R. Berkley indenture with respect to the debt securities of such series. (Section 5.1) If an Event of Default with respect to the debt securities of any series, other than an Event of Default described in (8) of the preceding paragraph, occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of such series by written notice as provided in the applicable W. R. Berkley indenture may declare the principal amount, or such lesser amount as may be provided for in the debt securities of such series, of all outstanding debt securities of such series to be due and payable immediately. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the trustee, and subject to applicable law and certain other provisions of the applicable W. R. Berkley indenture, the holders of a majority in aggregate principal amount of the debt securities of such series may. under certain circumstances, rescind and annul such acceleration. An Event of 26 EFTA_R1_02074128 EFTA02702322 amounts with respect to, such debt security as such debt security becomes due out of the proceeds yielded by convening the amount or other properties so deposited in respect of such debt security into the currency in which such debt security becomes payable as a result of such election or such Conversion Event based on: • in the case of payments made pursuant to clause ( I ) above, the applicable market exchange rate for such currency in effect on the second business day prior to such payment date: or • with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect, as nearly as feasible, at the time of the Conversion Event (Section 4.2) "Conversion Event" means the cessation of use of: • a Foreign Currency both by the government of the country or countries which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community: or • any currency unit or composite currency for the purposes for which it was established. All payments of principal of. any premium and interest on. and any additional amounts with respect to. any debt security that are payable in a Foreign Currency that ceases to be used by the government or governments of issuance will be made in U.S. dollars. (Section 1.1) In the event we effect covenant defeasance with respect to any debt securities and such debt securities are declared due and payable because of the occurrence of any Event of Default other than an Event of Default with respect to any covenant as to which there has been covenant defeasance, the amount in such Foreign Currency in which such debt securities are payable, and Government Obligations on deposit with the trustee, will be sufficient to pay amounts due on such debt securities at the time of the stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such Event of Default. However, we would remain liable to make payment of such amounts due at the time of acceleration. Subordination of the Subordinated Debt Securities The subordinated debt securities will, to the extent set forth in the subordinated indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness. (Section 16.1 of the subordinated indentures). In the event of: • any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets: • any voluntary or involuntary liquidation, dissolution or other winding-up of ours. whether or not involving insolvency or bankruptcy; or • any assignment for the benefit of creditors or any other marshalling of assets and liabilities of ours, then and in any such event the holders of Senior Indebtedness will be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision will be made for such payment in cash, before the holders of the subordinated debt securities are entitled to receive or retain any payment on account of principal of. or any premium or interest on, or any additional amounts with respect to. subordinated debt securities, and to that end the holders of Senior Indebtedness will be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash. property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of ours being subordinated to the payment of subordinated debt securities, which may be payable or deliverable in respect of subordinated debt securities in any such case. proceeding, dissolution, liquidation or other winding-up event. (Section 16.3 of the subordinated indentures) 31 EFTA_R1_02074129 EFTA02702323 By reason of such subordination, in the event of our liquidation or insolvency, holders of Senior Indebtedness and holders of other obligations of ours that are not subordinated to Senior Indebtedness may recover more, ratably, than the holders of subordinated debt securities. Subject to the payment in full of all Senior Indebtedness, the rights of the holders of subordinated debt securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of ours applicable to such Senior Indebtedness until the principal of, any premium and interest on, and any additional amounts with respect to. subordinated debt securities have been paid in full. (Section 16.4 of the subordinated indentures) No payment of principal, including redemption and sinking fund payments, of or any premium or interest on or any additional amounts with respect to the subordinated debt securities may be made: • if any Senior Indebtedness of ours is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist; or • if the maturity of any Senior Indebtedness of ours has been accelerated because of a default. (Section 16.2 of the subordinated indentures) The subordinated indenture does not limit or prohibit us from incurring additional Senior Indebtedness. which may include Indebtedness that is senior to subordinated debt securities, but subordinate to our other obligations. The senior debt securities will constitute Senior Indebtedness under the subordinated indenture. The term "Senior Indebtedness" means all Indebtedness of ours outstanding at any time, except: • the subordinated debt securities; • indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with the subordinated debt securities: • Indebtedness of ours to an Affiliate of ours; • interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against us in a proceeding under federal or state bankruptcy laws; • trade accounts payable; and • any Indebtedness, including all other debt securities and guarantees in respect of those debt securities, initially issued to (I) W. R. Berkley Capital Trust III, or (2) any trust, partnership or other entity affiliated with us which is a financing vehicle of ours or any Affiliate of ours in connection with an issuance by such entity of preferred securities or other securities which are similar to the preferred securities described under "Description of Preferred Securities" below. Such Senior Indebtedness will continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment. modification or waiver of any term of such Senior Indebtedness. (Sections 1.1 and 16.8 of the subordinated indentures) The subordinated indentures provide that the foregoing subordination provisions, insofar as they relate to any particular issue of subordinated debt securities, may be changed prior to such issuance. Any such change would be described in the related prospectus supplement. New York Law to Govern The W. R. Berkley indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case. performed wholly in that state. (Section 1.13) 32 EFTA_R1_02074130 EFTA02702324 or the preferred stock, as the case may be, for issuance and delivery to or upon the written order of the exercising warrantholder, a certificate representing the number of shares of common stock or preferred stock purchased. If less than all of the stock warrants evidenced by any stock warrant certificate are exercised, the stock warrant agent shall deliver to the exercising warrantholder a new stock warrant certificate representing the unexercised stock warrants. Anti-dilution and Other Provisions The exercise price payable and the number of shares of common stock or preferred stock purchasable upon the exercise of each stock warrant and the number of stock warrants outstanding will be subject to adjustment in certain events, including the issuance of a stock dividend to holders of common stock or preferred stock, respectively, or a combination, subdivision or reclassification of common stock or preferred stock, respectively. In lieu of adjusting the number of shares of common stock or preferred stock purchasable upon exercise of each stock warrant, we may elect to adjust the number of stock warrants. No adjustment in the number of shares purchasable upon exercise of the stock warrants will be required until cumulative adjustments require an adjustment of at least I% thereof. We may. at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise of stock warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of our consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder of each outstanding stock warrant shall have the right to the kind and amount of shares of stock and other securities and property, including cash, receivable by a holder of the number of shares of common stock or preferred stock into which such stock warrants were exercisable immediately prior thereto. No Rights as Stockholders Holders of stock warrants will not be entitled, by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our stockholders. 35 EFTA_R1_02074131 EFTA02702325 DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES The following statements with respect to the debt warrants are summaries of the material provisions of a debt warrant agreement to be entered into by us and a debt warrant agent to be selected at the time of issue. The debt warrant agreement may include or incorporate by reference standard warrant provisions substantially in the form of the Debt Warrant Agreement filed as an exhibit to the registration statement of which this prospectus forms a part. General The debt warrants, evidenced by debt warrant certificates. may be issued under the debt warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities. If debt warrants are offered, the related prospectus supplement will describe the designation and terms of the debt warrants, including without limitation the following: the offering price, if any; • the designation. aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants; • if applicable, the date on and after which the debt warrants and the related offered securities will be separately transferable; • the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which such principal amount of debt securities may be purchased upon exercise; • the date on which the right to exercise the debt wan-ants shall commence and the date on which such right shall expire; • a discussion of certain United States Federal income tax considerations; • whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form; • the currency, currencies or currency units in which the offering price, if any, and exercise price arc payable; • the anti-dilution provisions of the debt warrants; and • any other terms of the debt warrants. Warrantholders will not have any of the rights of holders of debt securities, including the right to receive the payment of principal of, any premium or interest on. or any additional amounts with respect to. the debt securities or to enforce any of the covenants of the debt securities or the applicable W. R. Berkley indenture, except as otherwise provided in the applicable W. R. Berkley indenture. Exercise of Debt Warrants Debt warrants may be exercised by surrendering the debt warrant certificate at the office of the debt warrant agent, with the form of election to purchase on the reverse side of the debt warrant certificate properly completed and executed, and by payment in full of the exercise price, as set forth in the related prospectus supplement. The signature must be guaranteed by a bank or trust company. by a broker or dealer which is a member of FINRA or by a member of a national securities exchange. Upon the exercise of debt warrants, we will issue the debt securities in authorized denominations in accordance with the instructions of the exercising warrantholder. If less than all of the debt warrants evidenced by the debt warrant certificate are exercised, a new debt warrant certificate will be issued for the remaining number of debt warrants. 36 EFTA_R1_02074132 EFTA02702326 DESCRIPTION OF PREFERRED SECURITIES The trust will be governed by the terms of a restated trust agreement. Under the restated trust agreement, the trust may issue, from time to time, only one series of preferred securities. The preferred securities will have the terms set forth in the restated trust agreement or made a part of the restated trust agreement by the Trust Indenture Act, and described in the related prospectus supplement. These terms will mirror the terms of the subordinated debt securities purchased by the trust using the proceeds from the sale of its preferred securities and its common securities. The subordinated debt securities issued to the trust will be guaranteed by us on a subordinated basis and are referred to as the "corresponding subordinated debt securities" relating to the trust. See "Use of Proceeds." The following summary sets forth the material terms and provisions of the restated trust agreement and the preferred securities to which any prospectus supplement relates. You should refer to the form of restated trust agreement and to the Trust Indenture Act for complete information regarding the terms and provisions of that agreement and of the preferred securities, including the definitions of some of the terms used below. The form of restated trust agreement filed as an exhibit to the registration statement of which this prospectus forms a part is incorporated by reference in this summary. Whenever particular sections or defined terms of a restated trust agreement are referred to, such sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. Issuance, Status and Guarantee of Preferred Securities Under the terms of the restated trust agreement for the trust, the administrative trustees will issue the preferred securities on behalf of the trust. The preferred securities will represent preferred beneficial interests in the trust and the holders of the preferred securities will be entitled to a preference in certain circumstances as regards distributions and amounts payable on redemption or liquidation over the common securities of the trust, as well as other benefits under the corresponding restated trust agreement. The preferred securities of the trust will rank equally, and payments will be made on the preferred securities pro rata, with the common securities of the trust except as described under "— Subordination of Common Securities." The property trustee will hold legal title to the corresponding subordinated debt securities in trust for the benefit of the holders of the related preferred securities and common securities. The common securities and the preferred securities of the trust are collectively referred to as the "trust securities" of the trust. We will issue a guarantee agreement for the benefit of the holders of the trust's preferred securities. Under such preferred securities guarantee. we will guarantee on a subordinated basis payment of distributions on the related preferred securities and amounts payable on redemption or liquidation of such preferred securities. but only to the extent that the related trust has funds on hand to make such payments. See "Description of Preferred Securities Guarantee." Distributions Distributions on the preferred securities will be cumulative, will accumulate from the original issue date and will be payable on the dates as specified in the related prospectus supplement. In the event that any date on which distributions are payable on the preferred securities is not a Business Day, payment of the distribution payable on such date will be made on the next succeeding day that is a Business Day. and without any additional distributions or other payment in respect of any such delay, except that, if such Business Day is in the next succeeding calendar year, payment of such distribution shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable. (Section 4.1) A "Business Day" is any day other than a Saturday or a Sunday, or a day on which banking institutions in the City of New York are authorized or required by law or executive order to remain closed or a day on which the principal corporate trust office of the property trustee or the trustee for the corresponding subordinated debt securities is closed for business. (Section 1.1) 37 EFTA_R1_02074133 EFTA02702327 Distributions on the preferred securities will be payable at a rate specified in the related prospectus supplement. The amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months unless otherwise specified in the related prospectus supplement. Distributions to which holders of preferred securities are entitled will accumulate additional distributions at the rate per annum if and as specified in the related prospectus supplement. (Section 4.1) References to "distributions" include any such additional distributions unless otherwise stated. If provided in the applicable prospectus supplement, we have the right under the subordinated indenture to defer the payment of interest at any time or from time to time on the corresponding subordinated debt securities for an Extension Period which will be specified in the related prospectus supplement. No Extension Period may extend beyond the stated maturity of the corresponding subordinated debt securities. See "Description of Debt Securities — Option to Extend Interest Payment Date." As a consequence of any such extension, distributions on the corresponding preferred securities would be deferred, but would continue to accumulate additional distributions at the rate per annum set forth in the prospectus supplement for such preferred securities, by the trust which issued such preferred securities during any such Extension Period. (Section 4.1) The funds of the trust available for distribution to holders of its preferred securities will be limited to payments under the corresponding subordinated debt securities in which the trust will invest the proceeds from the issuance and sale of its trust securities. If we do not make interest payments on those corresponding subordinated debt securities, the property trustee will not have funds available to pay distributions on the related preferred securities. The payment of distributions, if and to the extent the trust has funds legally available for the payment of such distributions and cash sufficient to make such payments, is guaranteed by us on a limited basis as set forth herein under "Description of Preferred Securities Guarantee." Distributions on the preferred securities will be payable to the holders thereof as they appear on the register of the trust on the relevant record dates. As long as the preferred securities remain in book-entry form, the record dates will be one Business Day prior to the relevant distribution dates. Subject to any applicable laws and regulations and the provisions of the applicable restated trust agreement, each distribution payment will be made as described under "— Global Preferred Securities." In the event any preferred securities are not in book-entry form, the relevant record date for such preferred securities will be the date at least 15 days prior to the relevant distribution date, as specified in the related prospectus supplement. (Section 4.1) Redemption or Exchange Mandatory Redemption. Upon any repayment or redemption, in whole or in part, of any corresponding subordinated debt securities held by the trust, whether at stated maturity, upon earlier redemption or otherwise. the proceeds from such repayment or redemption shall simultaneously be applied by the property trustee, upon not less than 30 nor more than 60 days' notice to holders of trust securities, to redeem, on a pro rata basis. preferred securities and common securities having an aggregate stated liquidation amount equal to the aggregate principal amount of the corresponding subordinated debt securities so repaid or redeemed. The redemption price per trust security will he equal to the stated liquidation amount thereof plus accumulated and unpaid distributions thereon to the date of redemption, plus the related amount of premium, if any, and any additional amounts paid by us upon the concurrent repayment or redemption of the corresponding subordinated debt securities. (Section 4.2) If less than all of any series of corresponding subordinated debt securities are to be repaid or redeemed on a redemption date, then the proceeds from such repayment or redemption shall be allocated to the redemption pro rata of the related preferred securities and the common securities. (Section 4.2) We will have the right to redeem any series of corresponding subordinated debt securities: • at any time, in whole but not in part. upon the occurrence of a Special Event and subject to the further conditions described under "Description of Debt Securities — Redemption:" or • as may be otherwise specified in the applicable prospectus supplement. 38 EFTA_R1_02074134 EFTA02702328 Special Event Redemption or Distribution of Corresponding Subordinated Debt Securities. If a Special Event relating to the preferred securities and common securities of the trust shall occur and be continuing, we have the right to redeem the corresponding subordinated debt securities, in whole but not in pan, and thereby cause a mandatory redemption of such preferred securities and common securities, in whole but not in part, at the redemption price within 90 days following the occurrence of the Special Event. At any time, we have the right to dissolve the related trust and after satisfaction of the liabilities of creditors of the trust as provided by applicable law, cause such corresponding subordinated debt securities to be distributed to the holders of such preferred securities and common securities in liquidation of the trust. if we do not elect to redeem the corresponding subordinated debt securities upon the occurrence of a Special Event, the applicable preferred securities will remain outstanding, and in the event a Tax Event has occurred and is continuing, Additional Sums may be payable on the corresponding subordinated debt securities. "Additional Sums" means the additional amounts as may be necessary in order that the amount of distributions then due and payable by the trust on the outstanding preferred securities and common securities of the trust shall not be reduced as a result of any additional taxes, duties and other governmental charges to which the trust has become subject as a result of a Tax Event. (Section 1.1) On and from the date fixed for any distribution of corresponding subordinated debt securities upon dissolution of the trust: • the trust securities will no longer be deemed to be outstanding: • the depositary or its nominee, as the record holder of the applicable preferred securities, will receive a registered global certificate or certificates representing the corresponding subordinated debt securities to be delivered upon such distribution: and • any certificates representing such preferred securities not held by the depositary or its nominee will be deemed to represent beneficial interests in the corresponding subordinated debt securities having an aggregate principal amount equal to the aggregate stated liquidation amount of such preferred securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on such preferred securities until such certificates arc presented to the administrative trustees or their agent for transfer or rcissuance. (Section 4.2) We cannot predict the market prices for the preferred securities or the corresponding subordinated debt securities that may be distributed in exchange for preferred securities if a dissolution and liquidation of the trust were to occur. Accordingly, the preferred securities that you may purchase, or the corresponding subordinated debt securities that you may receive on dissolution and liquidation of the trust, may trade at a discount to the price that you paid to purchase the preferred securities. Redemption Procedures Preferred securities redeemed on each redemption date shall be redeemed at the redemption price with the applicable proceeds from the contemporaneous redemption of the corresponding subordinated debt securities. Redemptions of the preferred securities shall be made and the redemption price shall be payable on each redemption date only to the extent that the related trust has funds on hand available for the payment of such redemption price. See also "— Subordination of Common Securities." If the trust gives a notice of redemption, which notice will be irrevocable, in respect of its preferred securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds arc available, the property trustee will deposit irrevocably with the depositary for the preferred securities funds sufficient to pay the applicable redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to the holders of such preferred securities. If such preferred securities are no longer in book- entry form, the property trustee, to the extent funds are available, will irrevocably deposit with the paying agent for such preferred securities funds sufficient to pay the applicable redemption price and will give such paying agent irrevocable instructions and authority to pay the redemption price to the holders thereof upon surrender of their certificates evidencing such preferred securities. Notwithstanding the foregoing, distributions payable on or 39 EFTA_R1_02074135 EFTA02702329 prior to the redemption date for any preferred securities called for redemption shall be payable to the holders of such preferred securities on the relevant record dates for the related distribution dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, all rights of the holders of such preferred securities so called for redemption will cease, except the right of the holders of such preferred securities to receive the redemption price, but without interest, and such preferred securities will cease to be outstanding. In the event that any date on which any redemption price is payable is not a Business Day, then payment of the redemption price payable on such date will be made on the next succeeding day which is a Business Day, and without any interest or other payment in respect of any such delay, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. In the event that payment of the redemption price in respect of preferred securities called for redemption is improperly withheld or refused and not paid either by the related trust or by us pursuant to the preferred securities guarantee as described under "Description of Preferred Securities Guarantee", distributions on such preferred securities will continue to accumulate at the then applicable rate, from the redemption date originally established by the trust for such preferred securities to the date such redemption price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price. Subject to applicable law, including, without limitation. United States Federal securities law, we or our subsidiaries may at any time and from time to time purchase outstanding preferred securities by tender, in the open market or by private agreement. Payment of the redemption price on the preferred securities shall be made to the applicable recordholders as they appear on the register for such preferred securities on the relevant record date, which shall be one Business Day prior to the relevant redemption date; provided, however, that in the event that any preferred securities are not in book•entry form, the relevant record date for such preferred securities shall be a date at least 15 days prior to the redemption date, as specified in the applicable prospectus supplement. If less than all of the preferred securities and common securities issued by the trust are to be redeemed on a redemption date, then the aggregate liquidation amount of such preferred securities and common securities to be redeemed shall be allocated pro rata to the preferred securities and the common securities based upon the relative liquidation amounts of such classes. The particular preferred securities to be redeemed shall be selected from the outstanding preferred securities not previously called for redemption, in accordance with the procedures of the depositary. For all purposes of the restated trust agreement, unless the context otherwise requires, all provisions relating to the redemption of preferred securities shall relate, in the case of any preferred securities redeemed or to be redeemed only in part, to the portion of the liquidation amount of preferred securities which has been or is to be redeemed. Notice of any redemption will be transmitted at least 30 days but not more than 60 days before the redemption date to each holder of trust securities to be redeemed at its registered address. Unless we default in payment of the redemption price on the corresponding subordinated debt securities, on and after the redemption date interest will cease to accrue on such subordinated debt securities or portions thereof called for redemption and distributions will cease to accrue on the related preferred securities or portions thereof. (Section 4.2) Subordination of Common Securities Payment of distributions on, and the redemption price of, the mist's preferred securities and common securities, as applicable, shall be made pro rata based on the liquidation amount of such preferred securities and common securities: provided, however, that if on any distribution date or redemption date an event of default under the corresponding subordinated debt securities shall have occurred and be continuing, no payment of any distribution on, or redemption price of, any of the trust's common securities, and no other payment on account of the redemption, liquidation or other acquisition of such common securities, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the trust's outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the redemption price the full amount of such redemption 40 EFTA_R1_02074136 EFTA02702330 price on all of the trust's outstanding preferred securities then called for redemption, shall have been made or provided for, and all funds available to the property trustee shall first be applied to the payment in full in cash of all distributions on, or redemption price of, the trust's preferred securities then due and payable. In the case of any Event of Default under the restated trust agreement resulting from an event of default under the corresponding subordinated debt aturities, the holder of the trust's common securities will be deemed to have waived any right to act with respect to any such Event of Default under the restated trust agreement until the effect of all such Events of Default with respect to such preferred securities have been cured. waived or otherwise eliminated. Until any such Events of Default under the restated trust agreement with respect to the preferred securities have been so cured. waived or otherwise eliminated. the property trustee shall act solely on behalf of the holders of such preferred securities and not on behalf of the holder of the trust's common securities, and only the holders of such preferred securities will have the right to direct the property trustee to act on their behalf. (Section 4.3) Liquidation Distribution IL pon Dissolution of the Trust Pursuant to the restated trust agreement. the trust shall automatically dissolve upon expiration of its term and shall dissolve on the first to occur of: (1) certain events of our bankruptcy. dissolution or liquidation: (2) the distribution to the holders of its trust securities of corresponding subordinated debt securities having an aggregate principal amount equal to the aggregate stated liquidation amount of the trust securities. if we. as Depositor, have given written direction to the property trustee to dissolve the trust, which direction is optional and wholly within our discretion, as Depositor, (3) the redemption of all of the trust's trust securities following a Special Event; (4) the redemption of all of the trust's preferred securities as described under "Description of Preferred Securities — Redemption or Exchange — Mandatory Redemption"; and (5) the entry of an order for the dissolution of the trust by a court of competent jurisdiction. (Section 9.2) If an early dissolution occurs as described in clause (1), (2) or (5) above or upon the date designated for automatic dissolution of the trust, the trust shall be liquidated by the trustees as expeditiously as the trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the trust as provided by applicable law, to the holders of the trust securities corresponding subordinated debt securities having an aggregate principal amount equal to the aggregate stated liquidation amount of the trust securities. However, if such distribution is determined by the property trustee, in consultation with us, not to be practical, such holders will be entitled to receive out of the assets of the trust available for distribution to holders, after satisfaction of liabilities to creditors of the trust as provided by applicable law, an amount equal to. in the case of holders of preferred securities, the aggregate of the liquidation amount plus accumulated and unpaid distributions thereon to the date of payment. If such Liquidation Distribution can be paid only in pan because the trust has insufficient assets available to pay in full the aggregate Liquidation Distribution. then the amounts payable directly by the trust on its preferred securities shall be paid on a pro rata basis. Holders of the trust's common securities will be entitled to receive distributions upon any such liquidation pro rata with the holders of its preferred securities, except that if an event of default under the corresponding subordinated debt securities has occurred and is continuing, the preferred securities shall have a priority over the common securities. (Section 9.4) Events of Default; Notice Any one of the following events constitutes an "Event of Default" under the restated trust agreement with respect to the preferred securities, whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment. decree or order of any court or any order, rule or regulation of any administrative or governmental body: (I) the occurrence of an event of default in respect of the corresponding subordinated debt securities (see "Description of Debt Securities — Events of Default"); 41 EFTA_R1_02074137 EFTA02702331 (2) default by the property trustee in the payment of any distribution when it becomes due and payable, and continuation of such default for a period of 30 days; (3) default by the property trustee in the payment of any redemption price of any trust security when it becomes due and payable; (4) default in the performance, or breach, in any material respect, of any covenant or warranty of the trustees in such restated trust agreement, other than a covenant or warranty a default in the performance of which or the breach of which is dealt with in clause (2) or (3) above, and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the defaulting trustee or trustees by the holders of at least 25% in aggregate liquidation preference of the outstanding preferred securities of the trust, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" under such restated trust agreement; or (5) the occurrence of certain events of bankruptcy or insolvency with respect to the property trustee and the failure by the holder of the common securities of the trust to appoint a successor property trustee within 60 days thereof. (Section 1.1) Within five Business Days after the occurrence of any Event of Default actually known to the property trustee, the property trustee shall transmit notice of such Event of Default to the holders of the trust's preferred securities, the administrative trustees and to us, as Depositor, unless such Event of Default shall have been cured or waived. We, as Depositor, and the administrative trustees are required to file annually with the property trustee a certificate as to whether or not we and the administrative trustees are in compliance with all the conditions and covenants applicable to us and the administrative trustees under the restated trust agreement. (Sections 8.15 and 8.16) If an event of default under the corresponding subordinated debt securities has occurred and is continuing, the preferred securities shall have a preference over the common securities upon dissolution of the trust as described above. See "— Liquidation Distribution Upon Dissolution of the Trust." The existence of an Event of Default under the restated trust agreement does not entitle the holders of preferred securities to accelerate the maturity thereof. Removal of Trustees Unless an event of default under the corresponding subordinated debt securities shall have occurred and be continuing, any trustee may be removed at any time by the holder of the common securities. If an event of default under the corresponding subordinated debt securities has occurred and is continuing, the property trustee and the Delaware trustee may be removed at such time by the holders of a majority in liquidation amount of the outstanding preferred securities. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in the holder of the common securities. No resignation or removal of a trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the restated trust agreement. (Section 8.10) Co-Trustees and Separate Property Trustee Unless an Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the property of the trust may at the time be located, the holder of the common securities and the administrative trustees shall have power to appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any pan of the property of the trust, or to act as separate trustee of any such property. in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in such capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the applicable restated trust agreement. In case an event of default under the corresponding subordinated debt securities has occurred and is continuing, the property trustee alone shall have power to make such appointment. (Section 8.9) 42 EFTA_R1_02074138 EFTA02702332 Merger or Consolidation of Trustees Any corporation into which the property trustee. the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such trustee shall be a party shall be the successor of such trustee under the restated trust agreement. provided such corporation shall be otherwise qualified and eligible. (Section 8.12) Mergers, Consolidations, Amalgamations or Replacements of the Trust The trust may not merge with or into, convert into, consolidate, amalgamate, or be replaced by. or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described below or as described in "— Liquidation Distribution Upon Dissolution of the Trust." The trust may. at our request, with the consent of only the administrative trustees and without the consent of the holders of the preferred securities, merge with or into, convert into, consolidate. amalgamate. or be replaced by or convey. transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State, provided, that: • such successor entity either (a) expressly assumes all of the obligations of the trust with respect to the preferred securities or (b) substitutes for the preferred securities other securities having substantially the same terms as the preferred securities so long as such successor securities rank the same as the preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise; • we expressly appoint a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the corresponding subordinated debt securities; the successor securities are listed or traded, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the preferred securities are then listed or traded, if any: • such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the preferred securities, including any successor securities, to be downgraded by any nationally recognized statistical rating organization; • such merger, conversion, consolidation. amalgamation. replacement, conveyance, transfer or lease does not adversely affect the rights. preferences and privileges of the holders of the preferred securities, including any successor securities, in any material respect; • such successor entity has a purpose substantially identical to that of the trust; • prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, we have received an opinion from independent counsel to the trust experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities, including any successor securities, in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the trust nor any successor entity will be required to register as an "investment company" under the Investment Company Act; and • we or any permitted successor or assignee own all of the common securities of such successor entity and guarantee the obligations of such successor entity under the successor securities at least to the extent provided by the preferred securities guarantee. Notwithstanding the foregoing. the trust shall not, except with the consent of holders of 100% in liquidation amount of the preferred securities, consolidate. amalgamate. merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any 43 EFTA_R1_02074139 EFTA02702333 other entity to consolidate, amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the trust or the successor entity to be classified as other than a grantor trust for United States Federal income tax purposes. (Section 9.5) Voting and Preemptive Rights Except as provided below and under "Description of Preferred Securities Guarantee — Amendments and Assignment" and as otherwise required by law and the applicable restated trust agreement. the holders of the preferred securities will have no voting rights. Holders of the preferred securities have no preemptive or similar rights. (Section 6.1) Amendment of Restated Trust Agreement The restated trust agreement may be amended from time to time by us and the trustees, without the consent of the holders of the trust securities: (I) to cure any ambiguity. correct or supplement any provisions in such restated trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under such restated trust agreement. which shall not be inconsistent with the other provisions of such restated trust agreement; or (2) to modify. eliminate or add to any provisions of such restated trust agreement to such extent as shall be necessary to ensure that the trust will be classified for United States Federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that the trust will not be required to register as an "investment company" under the Investment Company Act: provided, however, that in the case of clause ( I), such action shall not adversely affect in any material respect the interests of any holder of trust securities. Any such amendments of the restated trust agreement shall become effective when notice thereof is given to the holders of trust securities of the trust. The restated trust agreement may be amended by us and the trustees with the consent of holders representing not less than a majority, based upon liquidation amounts, of the outstanding trust securities, and receipt by the trustees of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the trustees in accordance with such amendment will not affect the trust's status as a grantor trust for United States Federal income tax purposes or the trust's exemption from status as an "investment company" under the Investment Company Act. However, without the consent of each holder of trust securities, such restated trust agreement may not be amended to: change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date: or • restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date. (Section 10.2) So long as any corresponding subordinated debt securities are held by the property trustee, the trustees shall not: • direct the time. method and place of conducting any proceeding for any remedy available to the trustee, or executing any trust or power conferred on the property trustee with respect to such corresponding subordinated debt securities; • waive any past default that is waivable under Section 5.13 of the subordinated indentures (as described in "Description of the Debt Securities — Modification and Waiver"); • exercise any right to rescind or annul a declaration that the principal of all the subordinated debt securities shall be due and payable: or 44 EFTA_R1_02074140 EFTA02702334 • consent to any amendment, modification or termination of the subordinated indenture or such corresponding subordinated debt securities, where such consent shall be required; without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding preferred securities. However, where a consent under the subordinated indenture would require the consent of each holder of corresponding subordinated debt securities affected thereby, no such consent shall be given by the property trustee without the prior consent of each holder of the corresponding preferred securities. The trustees shall not revoke any action previously authorized or approved by a vote of the holders of the preferred securities except by subsequent vote of the holders of the preferred securities. The property trustee shall notify each holder of preferred securities of any notice of default with respect to the corresponding subordinated debt securities. In addition to obtaining the foregoing approvals of the holders of the preferred securities, prior to taking any of the foregoing actions, the trustees shall obtain an opinion of counsel experienced in such matters to the effect that the trust will not be classified as a corporation for United States Federal income tax purposes on account of such action. (Section 6.1) Any required approval or action of holders of preferred securities may be given or taken at a meeting of holders of preferred securities convened for such purpose or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of preferred securities are entitled to vote to be given to each holder of record of preferred securities in the manner set forth in the restated trust agreement. (Sections 6.2, 6.3 and 6.6) No vote or consent of the holders of preferred securities will be required for the trust to redeem and cancel its preferred securities in accordance with the applicable restated trust agreement. Notwithstanding that holders of preferred securities are entitled to vote or consent under any of the circumstances described above, any of the preferred securities that are owned by us. the trustees or any affiliate of ours or any trustees, shall, for purposes of such vote or consent, be treated as if they were not outstanding. Global Preferred Securities The preferred securities of the trust may be issued in whole or in pan in the form of one or more global preferred securities that will be deposited with, or on behalf of. the depositary identified in the prospectus supplement. The specific terms of the depositary arrangement with respect to the preferred securities of the trust will be described in the related prospectus supplement. We anticipate that the following provisions will generally apply to depositary arrangements. Upon the issuance of a global preferred security, and the deposit of such global preferred security with or on behalf of the depositary, the depositary for such global preferred security or its nominee will credit, on its book- entry registration and transfer system, the respective aggregate liquidation amounts of the individual preferred securities represented by such global preferred securities to the accounts of participants. Such accounts shall be designated by the underwriters or agents with respect to such preferred securities or by us if such preferred securities are offered and sold directly by us. Ownership of beneficial interests in a global preferred security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global preferred security will be shown on. and the transfer of that ownership will be effected only through. records maintained by the depositary or its nominee with respect to interests of participants, and the records of participants with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities lake physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global preferred security. 45 EFTA_R1_02074141 EFTA02702335 So long as the depositary for a global preferred security, or its nominee, is the registered owner of such global preferred security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the preferred securities represented by such global preferred security for all purposes under the restated trust agreement governing such preferred securities. Except as provided below, owners of beneficial interests in a global preferred security will not be entitled to have any of the individual preferred securities represented by such global preferred security registered in their names, will not receive or be entitled to receive physical delivery of any such preferred securities in definitive form and will not be considered the owners or holders thereof under the restated trust agreement. Payments of any liquidation amount, premium or distributions in respect of individual preferred securities registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be. as the registered owner of the global preferred security representing such preferred securities. None of W. R. Berkley, the property trustee, any paying agent, or the securities registrar for such preferred securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global preferred security representing such preferred securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We expect that the depositary or its nominee, upon receipt of any payment in respect of a global preferred security representing the trust's preferred securities, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interest in the aggregate liquidation amount of such global preferred security for such preferred securities as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global preferred security held through such participants will be governed by standing instructions and customary practices. as is now the case with securities held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such participants. Unless otherwise specified in the applicable prospectus supplement. the restated trust agreement will provide that: if we advise the trustees in writing that the depositary is no longer willing or able to act as depositary and we fail to appoint a qualified successor within 90 days; • we at our option advise the trustees in writing that we elect to terminate the book-entry system through the depositary: or after the occurrence of an event of default under the corresponding subordinated debt securities, owners of preferred securities representing at least a majority of liquidation amount of such preferred securities advise the property trustee in writing that the continuation of a book•entry system through the depositary is no longer in their best interests; then the global preferred securities will be exchanged for preferred securities in definitive form in accordance with the instructions of the depositary. It is expected that such instructions may be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in global preferred securities. Individual preferred securities so issued will be issued in authorized denominations. Payment and Paying Agency Payments in respect of the preferred securities shall be made to the depositary, which shall credit the relevant accounts at the depositary on the applicable distribution dates or. if the trust's preferred securities are not held by the depositary, such payments shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register of the trust. Unless otherwise specified in the applicable prospectus supplement, the paying agent shall initially be the property trustee and any copaying agent chosen by the property trustee and acceptable to us and the administrative trustees. The paying agent shall be permitted to resign as paying agent upon 30 days' written notice to us and the property trustee. In the event the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor, which shall be a bank or trust company acceptable to the administrative trustees and us. to act as paying agent. (Section 5.9) 46 EFTA_R1_02074142 EFTA02702336 Registrar and Transfer Agent Unless otherwise specified in the applicable prospectus supplement. the property trustee will act as registrar and transfer agent for the preferred securities. Registration of transfers of preferred securities will be effected without charge by or on behalf of the trust. but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The trust will not be required to register or cause to be registered the transfer of their preferred securities after such preferred securities have been called for redemption. (Section 5.4) Information Concerning the Property Trustee The property trustee, other than during the occurrence of and continuation of a default by us in performance of any trust-issued subordinated indenture, undertakes to perform, without negligence, acting in bad faith or willful misconduct, only those duties specifically set forth in the restated trust agreement, provided that it must exercise the same degree of care as a prudent person would exercise in the conduct of his or her own affairs after default with respect to any trust-issued subordinated indenture. Subject to this provision, the property trustee is under no obligation to exercise any of the powers vested in it by the applicable restated trust agreement at the request of any holder of preferred securities unless it is offered indemnity reasonably satisfactory to the property trustee against the costs, expenses and liabilities that might be incurred thereby. If in performing its duties under the restated trust agreement, the property trustee is required to decide between alternative causes of action, construe ambiguous provisions in the applicable restated trust agreement or is unsure of the application of any provision of the applicable restated trust agreement, and the matter is not one on which holders of preferred securities are entitled under such restated trust agreement to vote, then the property trustee shall take such action as is directed by us. If it is not so directed, the property trustee shall take such action as it deems advisable and in the best interests of the holders of the tryst securities and will have no liability except for its own bad faith. negligence or willful misconduct. Administrative Trustees The administrative trustees are authorized and directed to conduct the affairs of and to operate the trust in such a way that it will not be deemed to be an "investment company" required to be registered under the Investment Company Act or classified as an association taxable as a corporation for United States Federal income tax purposes and so that the corresponding subordinated debt securities will be treated as our indebtedness for United States Federal income tax purposes. In this connection, we and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust or the restated trust agreement, that we and the administrative trustees determine in our and their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the related preferred securities. 47 EFTA_R1_02074143 EFTA02702337 DESCRIPTION OF PREFERRED SECURITIES GUARANTEE Concurrently with the issuance by the trust of its preferred securities, we will execute and deliver a preferred securities guarantee for the benefit of the holders from time to time of such preferred securities. The property trustee will act as indenture trustee under the preferred securities guarantee for the purposes of compliance with the Trust Indenture Act, and the preferred securities guarantee will be qualified as an indenture under the Trust Indenture Act. In this prospectus, we refer to the property trustee acting as indenture trustee under the preferred securities guarantee as the "guarantee trustee." The following is a summary of the material terms and provisions of the preferred securities guarantee. You should refer to the form of preferred securities guarantee and the Trust Indenture Act for more complete information regarding the provisions of the preferred securities guarantee, including the definitions of some of the terms used below. The form of the preferred securities guarantee has been filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated by reference in this summary. Whenever particular sections or defined terms of a preferred securities guarantee are referred to, such sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. Reference in this summary to preferred securities means the trust's preferred securities to which a preferred securities guarantee relates. The guarantee trustee will hold the preferred securities guarantee for the benefit of the holders of the related trust's preferred securities. General We will irrevocably agree to pay in full on a subordinated basis, to the extent described herein, the Guarantee Payments without duplication of amounts theretofore paid by or on behalf of the trust, to the holders of the preferred securities, as and when due, regardless of any defense, right of setoff or counterclaim that the trust may have or assert other than the defense of payment. The following Guarantee Payments with respect to the preferred securities, to the extent not paid by or on behalf of the related trust, will be subject to the preferred securities guarantee: • any accrued and unpaid distributions required to be paid on such preferred securities, to the extent that the trust has funds on hand available for payment at such time; • the redemption price, including all accrued and unpaid distributions to the redemption date, with respect to any preferred securities called for redemption. to the extent that the trust has funds on hand available for payment at such time; and upon a voluntary or involuntary dissolution, winding•up or liquidation of the trust, unless the corresponding subordinated debt securities are distributed to holders of such preferred securities, the lesser of (a) the Liquidation Distribution, to the extent the trust has funds available for payment at such time, and (b) the amount of assets of the trust remaining available for distribution to holders of preferred securities. Our obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by us to the holders of the preferred securities or by causing the trust to pay such amounts to such holders. (Section 5.1) The preferred securities guarantee will be an irrevocable guarantee on a subordinated basis of the trust's payment obligations under the preferred securities, but will apply only to the extent that such trust has funds sufficient to make such payments. The preferred securities guarantee is, to that extent, a guarantee of payment and not a guarantee of collection. If we do not make interest payments on the corresponding subordinated debt securities held by the trust, the trust will not be able to pay distributions on the preferred securities and will not have funds legally available for payment. The preferred securities guarantee will rank subordinate and junior in right of payment to all other Indebtedness of ours, including all debt securities, except those ranking equally or subordinate by their terms. See "— Status of the Preferred Securities Guarantee." Because we are a holding company. our rights and the 48 EFTA_R1_02074144 EFTA02702338 rights of our stockholders and creditors, including the holders of preferred securities who are creditors of ours by virtue of the preferred securities guarantee, to participate in any distribution of assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of the subsidiary's creditors, except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary. The right of creditors of ours, including the holders of preferred securities who are creditors of ours by virtue of the preferred securities guarantee, to participate in the distribution of stock owned by us in certain of our subsidiaries, including our insurance subsidiaries. may also be subject to approval by certain insurance regulatory authorities having jurisdiction over such subsidiaries. Except as otherwise provided in the applicable prospectus supplement, the preferred securities guarantee does not limit our ability to incur or issue other secured or unsecured debt, whether under an indenture or otherwise. Our obligations described herein and in any accompanying prospectus supplement. through the preferred securities guarantee, the restated trust agreement. the subordinated indenture and any supplemental indentures thereto and the expense agreement described below, taken together, constitute a full, irrevocable and unconditional guarantee by us of payments due on the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the trust's obligations under the preferred securities. See "W. It. Berkley Capital Trust III." "Description of Preferred Securities." and "Description of Debt Securities." Status of the Preferred Securities Guarantee The preferred securities guarantee will constitute an unsecured obligation of ours and will rank subordinate and junior in right of payment to all other Indebtedness of ours, except those ranking equally or subordinate by their terms. (Section 6.2) The preferred securities guarantee will rank equally with all other similar preferred securities guarantees issued by us on behalf of holders of preferred securities of any trust. partnership or other entity affiliated with us which is a financing vehicle of ours. (Section 6.3) The preferred securities guarantee will constitute a guarantee of payment and not of collection. This means that the guaranteed party may institute a legal proceeding directly against us to enforce its rights under the preferred securities guarantee without first instituting a legal proceeding against any other person or entity. (Section 5.4) The preferred securities guarantee will not be discharged except by payment of the Guarantee Payments in full to the extent not paid by the trust or upon distribution to the holders of the preferred securities of the corresponding subordinated debt securities. The preferred securities guarantee does not place a limitation on the amount of additional Indebtedness that may be incurred by us. We expect from time to time to incur additional Indebtedness that will rank senior to the preferred securities guarantee. Payment of Additional Amounts We will make all Guarantee Payments pursuant to the preferred securities guarantee without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by: • the laws, or any regulations or rulings promulgated thereunder, of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein: or • an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings, including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof. 49 EFTA_R1_02074145 EFTA02702339 If a withholding or deduction at source is required, we will, subject to certain limitations and exceptions described below, pay to the holders of the related preferred securities such additional amounts as may be necessary so that every Guarantee Payment pursuant to the preferred securities guarantee made to such holder, after such withholding or deduction, will not be less than the amount provided for in such preferred securities guarantee to be then due and payable. We will not be required to pay any additional amounts for or on account of: (I) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of preferred securities, or receipt of payment under such preferred securities guarantee, (b) presented such preferred security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such preferred security could not have been presented for payment elsewhere, or (c) presented such preferred security for payment more than 30 days after the date on which the payment in respect of such preferred security became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such preferred security for payment on any day within that 30-day period; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge'. (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of such preferred security to comply with any reasonable request by us or the trust addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or pan of such tax, assessment or other governmental charge: or (4) any combination of items (I). (2) and (3) above. In addition, we will not pay any additional amounts with respect to the preferred securities guarantee to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such preferred security to the extent such payment would be required by the laws of the relevant taxing jurisdiction, or any political subdivision or relevant taxing authority thereof or therein, to be included in the income for tax purposes of a beneficiary or partner or senior with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of the preferred securities. Amendments and Assignment Except with respect to any changes which do not materially adversely affect the rights of holders of the related preferred securities, in which case no vote will be required, the preferred securities guarantee may not be amended without the prior approval of the holders of not less than a majority of the aggregate liquidation amount of such outstanding preferred securities. (Section 8.2) All guarantees and agreements contained in the preferred securities guarantee shall bind our successors, assigns. receivers, trustees and representatives and shall inure to the benefit of the holders of the related preferred securities then outstanding. (Section 8.1) Events of Default An event of default under the preferred securities guarantee will occur upon a failure by us to perform any of our payment or other obligations thereunder. The holders of not less than a majority in aggregate liquidation amount of the preferred securities have the right to direct the time, method and place of conducting any 50 EFTA_R1_02074146 EFTA02702340 proceeding for any remedy available to the guarantee trustee in respect of such preferred securities guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under such preferred securities guarantee. (Section 5.4) If the guarantee trustee fails to enforce the preferred securities guarantee, any holder of the preferred securities may institute a legal proceeding directly against us to enforce its rights under such preferred securities guarantee without first instituting a legal proceeding against the trust, the guarantee trustee or any other person or entity. (Section 5.4) We, as guarantor, are required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the preferred securities guarantee. (Section 2.4) Information Concerning the Guarantee Trustee The guarantee trustee, other than during the occurrence and continuance of a default by us in performance of any preferred securities guarantee, undertakes to perform only such duties as are specifically set forth in the preferred securities guarantee and, after default with respect to any preferred securities guarantee, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. (Section 3.1) Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by any preferred securities guarantee at the request of any holder of any preferred securities unless it is offered reasonable indemnity against the costs, expenses, and liabilities that might be incurred thereby. (Section 3.2) Termination of the Preferred Securities Guarantee The preferred securities guarantee will terminate and be of no further force and effect upon: • full payment of the redemption price of the preferred securities: • the distribution of the corresponding subordinated debt securities to the holders of the preferred securities: or • upon full payment of the amounts payable upon liquidation of the trust. The preferred securities guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the preferred securities must restore payment of any sums paid with respect to such preferred securities or such preferred securities guarantee. (Section 7.1) New York Law to Govern The preferred securities guarantee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and performed wholly in that state. (Section 8.5) Expense Agreement Pursuant to the expense agreement entered into by us under the restated trust agreement. we will irrevocably and unconditionally guarantee to each person or entity to whom the trust becomes indebted or liable, the full payment of any costs, expenses or liabilities of the trust, other than obligations of the trust to pay to the holders of the preferred securities or other similar interests in the trust of the amounts due such holders pursuant to the terms of the preferred securities or such other similar interests, as the case may be. 51 EFTA_R1_02074147 EFTA02702341 LEGAL MATTERS Unless otherwise stated in the applicable prospectus supplement, the validity of any securities offered by us in the applicable prospectus supplement will be passed upon for us by Willkie Farr & Gallagher LLP, New York, New York. Unless otherwise stated in the applicable prospectus supplement, the validity of the preferred securities offered by the trust in the applicable prospectus supplement will be passed upon for the trust by Potter Anderson & Corroon LLP, Delaware counsel to the trust. The validity of any securities offered in the applicable prospectus supplement will be passed upon for any underwriters or agents by counsel to be named in the applicable prospectus supplement. As of November 20, 2014, lack H. Nusbaum, Senior Partner of Willkie Fan. & Gallagher LLP and a member of our board of directors, beneficially owned 83,827 shares of our common stock. EXPERTS The consolidated financial statements and the related financial statement schedules of W. R. Berkley Corporation and subsidiaries as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2013. have been incorporated by reference in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2013 in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION W. IL Berkley Corporation We have filed with the Commission a registration statement on Form S-3 under the Securities Act, relating to our common stock and other securities. This prospectus is a part of such registration statement, but such registration statement also contains additional information and exhibits. We are subject to the informational requirements of the Exchange Act. Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the Commission. You can read and copy the registration statement and any other document that we file with the Commission at the Commission's public reference room at 100 F Street. N.E., Washington. D.C. 20549. Our filings with the Commission are also available from the Commission's web site at hup://www.sec.gov. Please call the Commission's toll-free telephone number at l -800-SEC-0330 if you need further information about the operation of the Commission's public reference room. Information about us is also available on our web site at http://www.wrberkley.com. Information on our web site is not a part of this prospectus. W. R. Berkley Capital Trust III There are no separate financial statements of the trust in this prospectus. We do not believe the financial statements would be helpful to the holders of the preferred securities of the trust because: • We. a reporting company under the Exchange Act, will directly or indirectly own all of the voting securities of the trust; • The trust has no independent operations or proposals to engage in any activity other than issuing securities representing undivided beneficial interests in the assets of the trust and investing the proceeds in subordinated debt securities issued by us: and • The obligations of the trust under the preferred securities will be fully and unconditionally guaranteed by us. See "Description of Preferred Securities Guarantee." 55 EFTA_R1_02074148 EFTA02702342 The trust is not currently subject to the information reporting requirements of the Exchange Act. The trust will become subject to the requirements upon the effectiveness of the registration statement that contains this prospectus, although the trust intends to seek, and expects to receive, an exemption from those requirements. If the trust does not receive such an exemption, the expenses of operating the trust would increase, as would the likelihood that we would exercise our option to dissolve and liquidate the trust early. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Commission allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important pan of this prospectus. Any statement contained in a document that is incorporated by reference in this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the Commission, modifies or replaces this information. We incorporate by reference the following documents: • Our Annual Report on Form 10-K for the year ended December 31, 2013: • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30. 2014 and September 30, 2014: • Our Current Reports on Form 8-K, dated February 3. 2014. April 25, 2014, May 20, 2014, July 30, 2014, July 30, 2014 and August 6.2014: • Our Proxy Statement dated April 7.2014 for our 2014 Annual Meeting of Stockholders: and • The descriptions of our common stock set forth in our registration statement on Form 8-MA filed with the Commission on May I, 2001. including any further amendments or reports for the purposes of updating such descriptions. All documents we subsequently file pursuant to Sections I3(a). 13(c). 14 or 15(d) of the Exchange Act, prior to the termination of this offering, shall also be deemed to be incorporated by reference into this prospectus. To receive a free copy of any of the documents incorporated by reference in this prospectus, other than any exhibits, unless the exhibits are specifically incorporated by reference into this prospectus, call us at (203) 629-3000 or write us at the following address: W. R. Berkley Corporation, 475 Steamboat Road, Greenwich. Connecticut 06830. Attention: Ira S. Lederman, Secretary. 56 EFTA_R1_02074149 EFTA02702343 W. R. Berkley Corporation EFTA_R1_02074150 EFTA02702344