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Exhibit 10.2

W. R. BERKLEY CORPORATION

1997 DIRECTORS STOCK PLAN

As Amended and Restated
As of May 11, 1999

Effective as of May 13, 1997
Amended as of May 11, 1999
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TABLE OF CONTENTS

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SECTION 1. PURPOSE............................................................. 1

SECTION 2. ELIGIBILITY......................................................... 1

SECTION 3. ADMINISTRATION...................................................... 1

3.1. The Board.................................................... 1
3.2. Board Authority.............................................. 1
3.3. Binding Determinations....................................... 2
3.4. No Liability................................................. 2

SECTION 4. SHARES SUBJECT TO PLAN.............................................. 2

4.1. Shares....................................................... 2
4.2. Shares Available for Awards.................................. 2
4.3. Adjustments upon Certain Changes............................. 2

SECTION 5. AWARDS UNDER THE PLAN............................................... 3

SECTION 6. DIRECTORS SHARES.................................................... 3

6.1. In General................................................... 3
6.2. Initial Awards............................................... 3
6.3. Additional Awards............................................ 3
6.4. Vesting...................................................... 4
6.5. Stockholder Rights........................................... 4

SECTION 7. WITHHOLDING TAXES................................................... 4

SECTION 8. PLAN AMENDMENTS AND TERMINATION..................................... 4

SECTION 9. MISCELLANEOUS....................................................... 4

9.1. Listing, Registration and Legal Compliance................... 4
9.2. Right of Discharge Reserved.................................. 5

SECTION 10. GOVERNING LAW...................................................... 5

SECTION 11. NOTICES............................................................ 5

SECTION 12. SECTION HEADINGS................................................... 6

SECTION 13. EFFECTIVE DATE..................................................... 6

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W. R. BERKLEY CORPORATION
1997 DIRECTORS STOCK PLAN
As Amended and Restated
As of May 11, 1999

SECTION 1. PURPOSE. W. R. Berkley Corporation, a Delaware corporation,
(the "Company"), hereby adopts the W. R. Berkley Corporation 1997 Directors
Stock Plan (the "Plan"). The purpose of the Plan is to provide an incentive to
the Participants (i) to join and remain in the service of the Company, (ii) to
maintain and enhance the long-term performance and profitability of the Company
and (iii) to acquire a financial interest in the success of the Company.

SECTION 2. ELIGIBILITY. Directors on the Company's Board of Directors
(the "Board") will be granted awards pursuant to the provisions of the Plan (a
"Participant or Participants"). Any Participant who terminates service as a
director of the Company shall automatically cease participation in the Plan as
of the date of his or her termination (a "Former Participant"). A Former
Participant shall automatically resume participation in the Plan if, and as of
the date when, he or she resumes service as a director of the Company.

SECTION 3. ADMINISTRATION.

3.1. The Board. The Plan shall be administered by the Board.

3.2. Board Authority. The Board shall have the authority to: (i)
exercise all of the powers granted to it under the Plan, (ii) construe,
interpret and implement the Plan, (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, (iv) make all
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determinations necessary in administering the Plan, and (v) correct any defect,
supply any omission, and reconcile any inconsistency in the Plan.

3.3. Binding Determinations. The determination of the Board on all
matters within its authority relating to the Plan shall be conclusive.

3.4. No Liability. No member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan or any award
hereunder.

SECTION 4. SHARES SUBJECT TO PLAN.

4.1. Shares. Awards under the Plan shall be for shares of Common Stock,
par value $.20 per share, of the Company and any other shares into which such
shares shall thereafter be changed by reason of merger, reorganization,
recapitalization, consolidation, split-up, combination of shares, or similar
event as set forth in and in accordance with this Section 4 ("Directors
Shares").

4.2. Shares Available for Awards. Subject to Section 4.3 (relating to
adjustments upon changes in capitalization), the total number of Directors
Shares with respect to which awards may be granted under the Plan shall not
exceed 37,500.* Directors Shares granted under the Plan shall be authorized and
unissued shares or treasury shares.

4.3. Adjustments upon Certain Changes. In the event of any merger
reorganization, recapitalization, consolidation, sale or other distribution of
substantially all of the assets of the Company, any stock dividend, stock split,
spin-off, split-up, distribution of cash, securities or other property by the
Company, or other change in the

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*All share numbers herein (except in Section 6.2) have been adjusted to give
effect to a 3 for 2 stock split paid on September 18, 1997.

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Company's corporate structure affecting the Directors Shares, the Board shall
substitute or adjust the aggregate number of Directors Shares reserved for
issuance under the Plan in such manner as it determines to be equitable in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be awarded under the Plan.

SECTION 5. AWARDS UNDER THE PLAN. The Board shall automatically grant
non-discretionary awards under the Plan in the form of Directors Shares.

SECTION 6. DIRECTORS SHARES.

6.1. In General. Each Participant will receive a portion of his or her
annual fee for service as a director of the Company in the form of an award of
Directors Shares.

6.2. Initial Awards. Each Participant as of the Effective Date (as
defined in Section 13) shall automatically be granted an award of 100 Directors
Shares.

6.3. Additional Awards. Each Participant as of the date of each annual
meeting of the Company's stockholders after the Effective Date who shall
continue to serve as a director of the Company after the date of such annual
meeting shall automatically be granted an award of Directors Shares as follows:

(i) for such annual meeting held on May 12, 1998, 150
Directors Shares;

(ii) for such annual meeting held on May 11, 1999, 250
Directors Shares; and

(iii) for each such annual meeting held after May 11, 1999,
the number of Directors Shares determined by dividing $7,500
by the closing sale price

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of the Common Stock on the trading day next preceding the date
of such annual meeting.

6.4. Vesting. All awards of Directors Shares shall be fully (100%)
vested on the grant date of such awards.

6.5. Stockholder Rights. A Participant shall have the right to receive
dividends and other rights of a stockholder with respect to awards of Directors
Shares.

SECTION 7. WITHHOLDING TAX. The Company shall be entitled to require as
a condition of delivery of any Directors Shares that the Participant remit an
amount sufficient to satisfy all federal, state, local and other governmental
withholding tax requirements related thereto (if any).

SECTION 8. PLAN AMENDMENTS AND TERMINATION. The Board may suspend or
terminate the Plan at any time and may amend it at any time and from time to
time, in whole or in part, provided, that any amendment for which stockholder
approval is required by law shall not be effective until such approval has been
obtained. Unless terminated earlier, the Plan will terminate on the tenth
anniversary of the Effective Date and no additional awards may be granted under
the Plan after such tenth anniversary.

SECTION 9. MISCELLANEOUS.

9.1. Listing, Registration and Legal Compliance. If the Board shall at
any time determine that any Consent (as hereinafter defined) is necessary or
desirable as a condition of, or in connection with, the granting of any award
under the Plan, the

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issuance or purchase of Directors Shares or other rights hereunder or the taking
of any other action hereunder (each such action being hereinafter referred to as
a "Plan Action"), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Board. The term "Consent" as used herein with respect to any
Plan Action means (i) the listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation, (ii) any and all consents, clearances and approvals in
respect of a Plan Action by any governmental or other regulatory bodies, or
(iii) any and all written agreements and representations by the recipient of an
award with respect to the disposition of Directors Shares or with respect to any
other matter, which the Board shall deem necessary or desirable to comply with
the terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made.

9.2. Right of Discharge Reserved. Nothing in the Plan shall confer upon
any Participant the right to serve as a director of the Company or affect any
right that the Company or any Participant may have to terminate the service of
such Participant.

SECTION 10. GOVERNING LAW. The Plan shall be governed by the laws of
the State of Delaware without reference to principles of conflicts of laws.

SECTION 11. NOTICES. All notices and other communications hereunder
shall be given in writing, shall be personally delivered against receipt or sent
by registered or certified mail, return receipt requested, shall be deemed given
on the date of delivery or

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of mailing, and if mailed, shall be addressed (a) to the Company, at its
principal corporate headquarters, Attention: General Counsel, with a copy to the
attention of the Secretary of the Company at the same address and (b) to a
Participant, at the Participant's principal residential address last furnished
to the Company. Either party may, by notice, change the address to which notice
to such party is to be given.

SECTION 12. SECTION HEADINGS. The Section headings contained herein are
for the purpose of convenience only and are not intended to define or limit the
contents of said Sections.

SECTION 13. EFFECTIVE DATE. The effective date of the Plan (the
"Effective Date") shall be May 13, 1997.