SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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(as permitted by Rule 14a-6(e)(2))
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W. R. BERKLEY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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W. R. BERKLEY CORPORATION
475 STEAMBOAT ROAD
GREENWICH, CONNECTICUT 06830
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2006

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

To The Stockholders of
W. R. BERKLEY CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of W. R.
Berkley Corporation (the "Company") will be held at its executive offices at 475
Steamboat Road, Greenwich, Connecticut, on Tuesday, May 16, 2006 at 3:00 p.m.
for the following purposes:

(1) To elect four directors to serve until their successors are duly
elected and qualified;

(2) To approve the W. R. Berkley Corporation 2007 Annual Incentive
Compensation Plan;

(3) To approve and adopt an amendment to the Company's Restated Certificate
of Incorporation to increase the authorized number of shares of common
stock from 300,000,000 to 500,000,000;

(4) To ratify the appointment of KPMG LLP as the independent registered
public accounting firm for the Company for the fiscal year ending
December 31, 2006; and

(5) To consider and act upon any other matters which may properly come
before the Annual Meeting or any adjournment thereof.

In accordance with the provisions of the Company's By-Laws, the Board of
Directors has fixed the close of business on March 20, 2006 as the date for
determining stockholders of record entitled to receive notice of, and to vote
at, the Annual Meeting.

Your attention is directed to the accompanying proxy statement.

You are cordially invited to attend the Annual Meeting. If you do not
expect to attend the Annual Meeting in person, please date, sign and return the
enclosed proxy as promptly as possible in the enclosed reply envelope.

By Order of the Board of Directors,
IRA S. LEDERMAN
Senior Vice President,
General Counsel and Secretary
Dated: April 14, 2006

W. R. BERKLEY CORPORATION

PROXY STATEMENT
------------------------------

ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2006

SOLICITATION AND REVOCATION OF PROXIES

The enclosed proxy is solicited on behalf of the Board of Directors of W.
R. Berkley Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held at the executive offices of the Company, 475 Steamboat
Road, Greenwich, Connecticut, on Tuesday, May 16, 2006 at 3:00 p.m. and at any
adjournment thereof.

The giving of a proxy does not preclude a stockholder from voting in person
at the Annual Meeting. The proxy is revocable before its exercise by delivering
either written notice of such revocation or a later dated proxy to the Secretary
of the Company at its executive offices at any time prior to voting of the
shares represented by the earlier proxy. In addition, stockholders attending the
Annual Meeting may revoke their proxies by voting at the Annual Meeting.

The expense of preparing, printing and mailing this proxy statement will be
paid by the Company. The Company has engaged Georgeson Shareholder
Communications, Inc. to assist in the solicitation of proxies from stockholders
for a fee estimated at $6,500, plus expenses. In addition to the use of the
mails, proxies may be solicited personally or by telephone by regular employees
of the Company without additional compensation, as well as by Georgeson
employees. The Company will reimburse banks, brokers and other custodians,
nominees and fiduciaries for their direct costs in sending the proxy materials
to the beneficial owners of the Company's common stock.

The Annual Report of the Company for the fiscal year ended December 31,
2005 is being mailed to all stockholders with this proxy statement. The
approximate mailing date is April 14, 2006.

A list of stockholders will be available for inspection during business
hours for at least ten days prior to the Annual Meeting at the executive offices
of the Company at 475 Steamboat Road, Greenwich, Connecticut 06830.

The matters to be acted upon are described in this proxy statement. Proxies
will be voted at the Annual Meeting, or at any adjournment thereof, at which a
quorum is present, in accordance with the directions on the proxy. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by election
inspectors appointed for the Annual Meeting. The election inspectors will also
determine whether a quorum is present. The holders of a majority of the common
stock outstanding and entitled to vote who are present either in person or
represented by proxy constitute a quorum for the Annual Meeting. The election
inspectors will treat abstentions and "broker non-votes" as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted. A "broker non-vote" is when a broker indicates on a proxy that it
does not have discretionary authority as to certain shares to vote on a
particular matter and has not received instructions from the beneficial owner
with respect to that matter.

OUTSTANDING STOCK AND VOTING RIGHTS

Only stockholders of record at the close of business on March 20, 2006 are
entitled to receive notice of and to vote at the Annual Meeting. The number of
shares of voting stock of the Company outstanding and entitled to vote on that
date was 128,164,357 shares of common stock (not reflecting the 3-for-2 common
stock split effected on April 4, 2006). Each such share of common stock is
entitled to one vote. At March 20, 2006, executive officers and directors of the
Company owned or controlled approximately 16.1% of the outstanding common stock.
Information as to persons beneficially owning 5% or more of the common stock may
be found under the heading "Principal Stockholders" below.

Unless otherwise directed in the proxy, the persons named therein will vote
"FOR" the election of the director nominees listed below, "FOR" the approval of
the W. R. Berkley Corporation 2007 Annual Incentive Compensation Plan, "FOR" the
approval and adoption of the amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
300,000,000 to 500,000,000 and "FOR" the ratification of the appointment of KPMG
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2006. If a returned proxy does not specify a
vote for or against a proposal, it will be voted in favor thereof.

The election of directors, the approval of the W. R. Berkley Corporation
2007 Annual Incentive Compensation Plan and the ratification of the appointment
of KPMG LLP require the affirmative vote of a majority of the shares present at
the meeting to constitute the action of the stockholders. The approval and
adoption of the amendment to the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of common stock from 300,000,000 to
500,000,000 requires the affirmative vote of a majority of the shares of common
stock outstanding and entitled to vote at the Annual Meeting.

As of the date hereof, the Board of Directors knows of no other business
that will be presented for consideration at the Annual Meeting. If other
business shall properly come before the Annual Meeting, the persons named in the
proxy will vote according to their best judgment.

ELECTION OF DIRECTORS

As permitted by Delaware law, the Board of Directors is divided into three
classes, the classes being divided as equally as possible and each class having
a term of three years. Each year the term of office of one class expires. This
year the term of a class consisting of three directors expires. The Board
intends that the shares represented by proxy, unless otherwise indicated
therein, will be voted for the election of William R. Berkley, George G. Daly
and Philip J. Ablove as directors to hold office for a term of three years until
the Annual Meeting of Stockholders in 2009 and until their respective successors
are duly elected and qualified. In addition, it is the intention of the Board
that the shares represented by proxy, unless otherwise indicated therein, will
be voted for the election of Mary C. Farrell to hold office for a term of one
year until the Annual Meeting of Stockholders in 2007 and until her successor is
duly elected and qualified.

The persons designated as proxies reserve full discretion to cast votes for
other persons in the event any such nominee is unable to serve. However, the
Board has no reason to believe that any nominee will be unable to serve if
elected. The proxies cannot be voted for a greater number of persons than the
four named nominees.

FOLLOWING THE RECOMMENDATION OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF
THE NOMINEES FOR DIRECTOR.
2

The following table sets forth information regarding each nominee and the
remaining directors who will continue in office after the Annual Meeting.

<Table>
<Caption>
SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS
NOMINEES TO SERVE IN OFFICE UNTIL 2009 SINCE/ AGE AND OTHER INFORMATION
- -------------------------------------- ------------ ----------------------------------------

William R. Berkley(1)(2)........................ 1967 Age 60 Chairman of the Board and Chief
Executive Officer of the Company since
its formation in 1967. He also serves as
President and Chief Operating Officer,
positions which he has held since March
1, 2000 and has held at various times
from 1967 to 1995. Mr. Berkley also
serves as Chairman of the Board or
director of a number of public and
private companies. These include
Associated Community Bancorp, Inc. and
its Connecticut Community Bank, N.A.
subsidiary; Interlaken Capital, Inc.;
Strategic Distribution, Inc.; The First
Marblehead Corporation; FFS Holdings,
Inc.; and W. R. Berkley Corporation
Charitable Foundation. Mr. Berkley is
the father of W. Robert Berkley, Jr.

George G. Daly(3)(4)............................ 1998 Age 65 Dean, McDonough School of Business,
Georgetown University. From 2002 to
October 2005, Dr. Daly was Fingerhut
Professor and Dean Emeritus, Stern
School of Business, New York University,
and previously was Dean, Stern School of
Business, and Dean Richard R. West
Professor of Business, New York
University, for more than five years. In
addition to his academic career, Dr.
Daly served as Chief Economist at the
U.S. Office of Energy Research and
Development in 1974. He is also a
director of The First Marblehead
Corporation.

Philip J. Ablove(3)(5).......................... 2002 Age 65 Executive Vice President and Chief
Financial Officer of Pioneer Companies,
Inc. from March 1996 to December 2002,
when he retired. Mr. Ablove was Senior
Vice President and Chief Financial
Officer of W. R. Berkley Corporation
from July 1973 until April 1983.
</Table>

<Table>
<Caption>
SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS
NOMINEE TO SERVE IN OFFICE UNTIL 2007 SINCE/ AGE AND OTHER INFORMATION
- ------------------------------------- ------------ ----------------------------------------

Mary C. Farrell(3).............................. 2006 Age 56 Consultant to the financial services
industry since 2005. Retired in July
2005 from UBS, where she served as a
Managing Director, Chief Investment
Strategist for UBS Wealth Management USA
and Co-Head of UBS Wealth Management
Investment Strategy & Research Group for
more than four years.
</Table>

<Table>
<Caption>
SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS
DIRECTORS TO CONTINUE IN OFFICE UNTIL 2007 SINCE/ AGE AND OTHER INFORMATION
- ------------------------------------------ ------------ ---------------------------------------

W. Robert Berkley, Jr. ......................... 2001 Age 33 Executive Vice President of the Company
since August 2005 and Vice Chairman of
Berkley International, LLC since May
2002. Mr. Berkley, Jr. served
previously as Senior Vice
President -- Specialty Operations of
the Company from January 2003 to August
2005, Senior Vice President of the
Company from January 2002 to January
2003, Vice President of the Company
from May 2000 to January 2002,
President of Berkley International, LLC
from January 2001 to May 2002 and
Executive Vice President of Berkley
International, LLC from March 2000 to
January 2001. He joined the Company in
September 1997. From July 1995 to
August 1997, Mr. Berkley, Jr. was
employed in the Corporate Finance
Department of Merrill Lynch Investment
Company. Mr. Berkley, Jr. is also a
director of Associated Community
Bancorp, Inc. and its Connecticut
Community Bank, N.A. subsidiary;
Interlaken Capital, Inc.; LD Realty
Advisors LLC; Strategic Distribution,
Inc.; and W. R. Berkley Corporation
Charitable Foundation. Mr. Berkley, Jr.
is the son of William R. Berkley.
</Table>

Ronald E. Blaylock(3)(4)(6)..................... 2001 Age 46 Founder, Chairman and Chief Executive
Officer of Blaylock & Partners, L.P.,
an investment banking firm. Mr.
Blaylock held senior management
positions with PaineWebber Group and
Citicorp before launching Blaylock &
Partners in 1993. Mr. Blaylock is also
a director of Radio One, Inc.

Mark E. Brockbank(3)(5)......................... 2001 Age 54 Mr. Brockbank retired from active
employment in November 2000. He served
from 1995 to 2000 as Chief Executive of
XL Brockbank LTD, an underwriting
management agency at Lloyd's of London.
Mr. Brockbank was a founder of the
predecessor firm of XL Brockbank LTD
and was a director of XL Brockbank LTD
from 1983 to 2000.
</Table>

<Table>
<Caption>
SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS
DIRECTORS TO CONTINUE IN OFFICE UNTIL 2008 SINCE/ AGE AND OTHER INFORMATION
- ------------------------------------------ ------------ ---------------------------------------

Rodney A. Hawes, Jr.(3)......................... 2004 Age 68 Mr. Hawes is the founder of Insurance
Investment Associates ("IIA"), which
has provided investment banking
services to the insurance industry
since 1972. Mr. Hawes was the Chairman
of the Board and Chief Executive
Officer of Life Re Corporation from
1988 to 1998.

Jack H. Nusbaum(1)(2)(3)(6)..................... 1967 Age 65 Chairman of the New York law firm of
Willkie Farr & Gallagher LLP, where he
has been a partner for more than the
last five years. He is also a director
of Strategic Distribution, Inc. and The
Topps Company, Inc. Willkie Farr &
Gallagher LLP is outside counsel to the
Company.
</Table>

Mark L. Shapiro(3)(4)(6)........................ 1974 Age 62 Since September 1998, Mr. Shapiro has
been a private investor. From July 1997
through August 1998, Mr. Shapiro was a
Senior Consultant to the Export-Import
Bank of the United States. Prior
thereto, he was a Managing Director in
the investment banking firm of Schroder
& Co. Inc. He is also a director of
Boardwalk Pipeline Partners, LP.
</Table>

- ------------------------------
(1) Member of Executive Committee

(2) Member of Pricing Committee

(3) Member of Nominating and Corporate Governance Committee

(4) Member of Audit Committee

(5) Member of Compensation and Stock Option Committee

(6) Member of Business Ethics Committee

EXECUTIVE OFFICERS

The following provides the name, principal occupation and other pertinent
information concerning the executive officers of the Company who do not also
serve as a director. The executive officers are elected by the Board of
Directors annually and serve at the pleasure of the Board. There are no
arrangements or understandings between the executive officers and any other
person pursuant to which the executive officers were selected. The information
is provided as of April 14, 2006.

<Table>
<Caption>
NAME AGE POSITION
- ---- --- --------

Eugene G. Ballard......................... 53 Senior Vice President -- Chief Financial
Officer and Treasurer
Robert P. Cole............................ 56 Senior Vice President -- Regional
Operations
Robert W. Gosselink....................... 52 Senior Vice President -- Insurance Risk
Management
Paul J. Hancock........................... 44 Senior Vice President -- Chief Corporate
Actuary
Robert C. Hewitt.......................... 45 Senior Vice President -- Excess and
Surplus Lines
Peter L. Kamford.......................... 51 Senior Vice President -- Admitted
Specialty Lines
Ira S. Lederman........................... 52 Senior Vice President -- General Counsel
and Secretary
James W. McCleary......................... 59 Senior Vice President -- Reinsurance
Operations
James G. Shiel............................ 46 Senior Vice President -- Investments
Robert D. Stone........................... 41 Senior Vice President -- Alternative
Markets Operations
Clement P. Patafio........................ 41 Vice President -- Corporate Controller
</Table>

Eugene G. Ballard has been Senior Vice President -- Chief Financial Officer
and Treasurer of the Company since June 1, 1999. Before joining the Company, Mr.
Ballard was Executive Vice President and Chief Financial Officer of GRE
Insurance Group, New York, New York from 1995.

Robert P. Cole has been Senior Vice President -- Regional Operations of the
Company since January 1999. Prior thereto, he was Senior Vice President from
January 1998 and Vice President from October 1996. Before joining the Company,
Mr. Cole was, from 1992, a senior officer of Christania General Insurance Corp.
of New York, which was purchased by Folksamerica Reinsurance Company in 1996. He
has been in the insurance/reinsurance business for more than 30 years.

Robert W. Gosselink has been Senior Vice President -- Insurance Risk
Management of the Company since October 2003. Before joining the Company, Mr.
Gosselink was Senior Vice President and Manager, Ceded Reinsurance and Portfolio
Management for XL Global Services from 2001, and Senior Vice President XL
America from 1999 to 2001, both subsidiaries of XL Capital Ltd. Mr. Gosselink
held various positions in treaty underwriting and risk management since 1990
when he joined NAC Reinsurance Corporation, which was acquired by XL Capital
Ltd. in 1999.

Paul J. Hancock has been Senior Vice President -- Chief Corporate Actuary
of the Company since January 2002. He joined the Company in 1997 and most
recently served as a Vice President in the actuarial department. Mr. Hancock
came to the Company from Berkley Insurance Company, a subsidiary of the Company,
where he was Vice President -- Actuarial Manager.

Robert C. Hewitt has been Senior Vice President -- Excess and Surplus Lines
of the Company since January 2006. Prior thereto, Mr. Hewitt was Senior Vice
President -- Alternative Markets from January 2004, and Senior Vice
President -- Risk Management from January 2002. Before joining the Company, Mr.
Hewitt was a Senior Vice President for Benfield Blanch Inc. (and its
predecessor, E. W. Blanch Co.,
Inc.), where he served from 1986 to 2002 and managed its New York City office
since 1995. Mr. Hewitt has over 20 years of experience in the reinsurance and
insurance industries.

Peter L. Kamford has been Senior Vice President -- Admitted Specialty Lines
of the Company since he joined in January 2006. He has had over 25 years of
experience in property casualty insurance and reinsurance, most recently as
Managing Director of Guy Carpenter & Company.

Ira S. Lederman has been Senior Vice President since January 1997 and
General Counsel and Corporate Secretary of the Company since November 2001.
Additionally, he has been General Counsel of Berkley International, LLC since
January 1998. Previously, Mr. Lederman was General Counsel -- Insurance
Operations from August 2000, Assistant Secretary from May 1989, Assistant
General Counsel from May 1989 until August 2000 and Vice President from May 1986
until January 1997. Prior thereto, Mr. Lederman was Insurance Counsel of the
Company from May 1986 and Associate Counsel from April 1983.

James W. McCleary has been Senior Vice President -- Reinsurance Operations
of the Company since August 2001. Mr. McCleary is the Chairman of Facultative
ReSources, Inc., a subsidiary of the Company, has served as its chief
underwriting officer since its inception, and from 1990 to 2006 was its
President. Mr. McCleary has over 32 years of experience in the reinsurance
sector.

James G. Shiel has been Senior Vice President -- Investments of the Company
since January 1997. Prior thereto, he was Vice President -- Investments of the
Company from January 1992. Since February 1994, Mr. Shiel has been President of
Berkley Dean & Company, Inc., a subsidiary of the Company, which he joined in
1987.

Robert D. Stone has been Senior Vice President -- Alternative Markets
Operations of the Company since January 2006. He served as Managing Director of
Berkley Capital, LLC from its formation in June 2002. He previously was a
managing director at Securitas Capital, LLC, a private equity investment fund
affiliated with Swiss Re and Credit Suisse Group, from 1996 to 2002. From 1987
to 1996 Mr. Stone was a member of the mergers and acquisitions group at Smith
Barney.

Clement P. Patafio has been Vice President -- Corporate Controller of the
Company since January 1997. Prior thereto, he was Assistant Vice
President -- Corporate Controller from July 1994 and Assistant Controller from
May 1993. Before joining the Company, Mr. Patafio was with KPMG LLP from 1986 to
1993.

CORPORATE GOVERNANCE AND BOARD MATTERS

Our Board of Directors is committed to sound and effective corporate
governance practices. Accordingly, our Board has adopted written Corporate
Governance Guidelines, which address, among other things, (1) director
qualification standards, (2) director responsibilities, (3) director access to
management and, as necessary and appropriate, independent advisors, (4) director
compensation, (5) director orientation and continuing education, (6) management
succession, and (7) annual performance evaluation of the Board.

The Board of Directors has standing committees including: the Audit
Committee, Compensation and Stock Option Committee, and Nominating and Corporate
Governance Committee. Each of these committees has a written charter. Our
Corporate Governance Guidelines and the charters for each of these standing
committees are available on our website at www.wrberkley.com.

The Board is currently composed of ten directors, all of whom, other than
Messrs. William R. Berkley and W. Robert Berkley, Jr., have been determined by
the Board to be independent in accordance with applicable New York Stock
Exchange rules, and not to have a material relationship with the Company which
would impair their independence from management or otherwise compromise their
ability to act as an independent director.

In making its determination with respect to Mr. Nusbaum, the Board
considered his role as Chairman of Willkie Farr & Gallagher LLP, outside counsel
to the Company. The Board also considered Mr. Nusbaum's personal and business
relationships with William R. Berkley, the Company's Chairman of the Board and
Chief Executive Officer. The Board considered these relationships in light of
the attributes it believes need to be possessed by independent-minded directors,
including personal financial substance and a lack of economic dependence on the
Company, as well as business wisdom and ownership of the Company's shares. The
Board concluded that Mr. Nusbaum's relationships, rather than interfering with
his ability to be independent from management, are consistent with the business
and financial substance that has made and continue to make him a valuable
independent board member.

The Board held eight meetings during 2005. No director attended fewer than
75% of the total number of meetings of the Board and all committees on which he
served. The Company encourages its directors to attend its Annual Meeting of
Stockholders, and last year, nine of the directors were in attendance, either in
person or telephonically, at the Annual Meeting.

BOARD COMMITTEES

AUDIT COMMITTEE. The Audit Committee is appointed by the Board to assist
the Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the independent auditors' qualifications and independence, (3) the
performance of the Company's internal audit function and independent auditors,
and (4) compliance by the Company with legal and regulatory requirements. The
Audit Committee has also adopted procedures to receive, retain and treat any
good faith complaints received regarding accounting, internal accounting
controls or auditing matters and provide for the anonymous, confidential
submission of concerns regarding these matters.

The Audit Committee is currently composed of Messrs. Shapiro, Blaylock and
Daly, and has been so constituted since July 1, 2005. Each member of the Audit
Committee is independent under the rules of the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange ("NYSE").
9

Mr. Shapiro is the current Chair of the committee. The Board has identified Mr.
Shapiro as a current member of the Audit Committee who meets the definition of
an "audit committee financial expert" established by the SEC. For the period
January 1, 2005 through July 1, 2005, the Audit Committee was composed of
Messrs. Shapiro, Ablove and Blaylock, all of whom were then independent under
the rules of the SEC and the NYSE. During 2005, the Audit Committee held eight
meetings.

The Audit Committee has determined to engage KPMG LLP as the Company's
independent registered public accounting firm for fiscal year 2006 and is
recommending that our stockholders ratify this appointment at our annual
meeting. The report of our Audit Committee is found on page 30 of this proxy
statement.

COMPENSATION AND STOCK OPTION COMMITTEE. The Compensation and Stock Option
Committee has overall responsibility for discharging the Board's
responsibilities relating to the compensation of the Company's senior executive
officers and directors.

The Compensation and Stock Option Committee is currently composed of
Messrs. Ablove and Brockbank, and both of such members are independent under the
rules of the New York Stock Exchange. Mr. Ablove is the current Chair of the
committee. Membership on the Compensation and Stock Option Committee was as
follows for the indicated periods: (i) January 1, 2005 through May 3, 2005,
Messrs. Richard G. Merrill, Brockbank and Daly; (ii) May 3, 2005 through July 1,
2005, Messrs. Brockbank, Daly and Hawes, Jr.; (iii) July 1, 2005 through August
2, 2005, Messrs. Ablove, Brockbank and Hawes, Jr.; and (iv) since August 2,
2005, Messrs. Ablove and Brockbank, all of whom were independent under the rules
of the New York Stock Exchange during their period(s) of service. During fiscal
2005, the Compensation and Stock Option Committee held five meetings and took
action by unanimous written consent on one occasion. The report of our
Compensation and Stock Option Committee on executive compensation is found on
page 17 of this proxy statement.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The Nominating and
Corporate Governance Committee was formed in 2004 to assist the Board in (1)
identifying individuals qualified to become members of the Board (consistent
with criteria approved by the Board), (2) recommending that the Board select the
director nominees for the next annual meeting of stockholders or for other
vacancies on the Board, (3) overseeing the evaluation of the Board and
management, (4) reviewing the corporate governance guidelines and the corporate
code of ethics and (5) generally advising the Board on corporate governance and
related matters. Our Corporate Governance Guidelines address director
qualification standards.

The Nominating and Corporate Governance Committee will consider qualified
director nominees recommended by stockholders. Nominations for consideration by
the Nominating and Corporate Governance Committee, together with a description
of his or her qualifications and other relevant information, should be sent to
the attention of the General Counsel, c/o W. R. Berkley Corporation, 475
Steamboat Road, Greenwich, Connecticut 06830. Stockholders may also follow the
nomination procedures described under "Stockholder Nominations for Board
Membership and Other Proposals for 2007 Annual Meeting" below. The Company's
Corporate Governance Guidelines set forth certain qualifications and specific
qualities candidates should possess.

The Nominating and Corporate Governance Committee is currently composed of
Messrs. Ablove, Blaylock, Brockbank, Daly, Hawes, Jr., Nusbaum and Shapiro, and
Ms. Farrell, all of whom are

considered independent under the rules of the New York Stock Exchange. The
Nominating and Corporate Governance Committee held two meetings during 2005.

OTHER COMMITTEES. During 2005, the Board had three other standing
committees in addition to the committees set forth above: the Executive
Committee, the Pricing Committee and the Business Ethics Committee.

The Executive Committee is authorized to act on behalf of the Board during
periods between Board meetings. The Committee is composed of Messrs. William R.
Berkley and Nusbaum. During 2005, the Committee took action by unanimous written
consent on two occasions.

The Pricing Committee, which during 2005 was composed of Messrs. William R.
Berkley and Nusbaum, acts in the event of certain offerings of the Company's
securities with respect to such matters as determining the price and terms at
which such securities shall be sold to underwriters and the public. During 2005,
the Committee held one meeting and took action by unanimous written consent on
one occasion.

The Business Ethics Committee, which during 2005 was composed of Messrs.
Blaylock, Nusbaum and Shapiro, administers the Company-wide business ethics
program. The Committee reviews disclosures made by Company employees under the
Company's Statement of Business Ethics, determines if any issue presented raises
an ethics concern and takes any appropriate action. During 2005, the Committee
held one meeting.

CODE OF ETHICS

We have had a Statement of Business Ethics in place for many years. This
statement, which was revised during 2005, applies to all of our officers and
employees. It is a statement of our high standards for ethical behavior and
legal compliance, and governs the manner in which we conduct our business. This
Statement of Business Ethics covers all areas of professional conduct, including
employment policies, conflicts of interest, anti-competitive practices,
intellectual property and the protection of confidential information, as well as
adherence to the laws and regulations applicable to the conduct of our business.
In 2005, we also adopted a Statement of Business Ethics for the Board of
Directors.

In 2004, we adopted a Code of Ethics for Senior Financial Officers. This
Code of Ethics, which applies to our chief executive officer, chief financial
officer and controller, addresses the ethical handling of conflicts of interest,
the accuracy and timeliness of SEC disclosure and other public communications
and compliance with law.

A copy of our Statement of Business Ethics, Statement of Business Ethics
for the Board of Directors and Code of Ethics for Senior Financial Officers can
be found on our website at www.wrberkley.com. We intend to disclose amendments
to these procedures, and waivers of these policies for executive officers and
directors, on our website.

COMMUNICATIONS WITH NON-MANAGEMENT DIRECTORS; EXECUTIVE SESSIONS

A stockholder who has an interest in communicating with management or
non-management members of the Board of Directors may do so by directing the
communication to the General Counsel. Information about the Company, including
with respect to its corporate governance policies and copies of its SEC filings,
is available on our website at www.wrberkley.com. Our filings with the SEC
11

are also available at the SEC's website at www.sec.gov. Persons who desire to
communicate with the non-management directors should send their correspondence
addressed to the attention of the General Counsel, c/o W. R. Berkley
Corporation, 475 Steamboat Road, Greenwich, Connecticut 06830. The General
Counsel will provide a summary of all appropriate communications to the
addressed non-management directors and will provide a complete copy of such
communications upon the request of the addressed director.

In accordance with applicable New York Stock Exchange Rules, the
independent directors meet regularly in executive session. The presiding
director at these executive sessions rotates among the Chairman of the Audit
Committee, the Chairman of the Compensation and Stock Option Committee and the
non-management member of the Executive Committee.

DIRECTOR COMPENSATION

For 2005, each director received a quarterly stipend of $6,000 through June
30, 2005 and $10,000 thereafter, and a fee of $1,500 for each Board meeting
attended. In addition, on May 10, 2005, pursuant to the Company's 1997 Directors
Stock Plan, as amended, each continuing director received a grant of 1,000
shares of common stock. For 2005, the quarterly stipends, the meeting fees and
the fair market value of such director stock grant paid to Messrs. William R.
Berkley and W. Robert Berkley, Jr. for their services as directors are included
under "Executive Compensation" in the Summary Compensation Table below. Members
of the Audit Committee and the Compensation and Stock Option Committee, which
are both comprised solely of directors who are independent under the rules of
the New York Stock Exchange, each receive an annual stipend of $5,000, with the
Chairman of each receiving an additional annual stipend of $25,000 and $10,000,
respectively. Members of the Audit Committee and the Compensation and Stock
Option Committee also each receive $1,000 for each substantive meeting attended.
In accordance with Company guidelines, each director of the Company, within 12
months of becoming a director, is required to own an amount of common stock of
the Company equal to three times the annual stipend paid to the director.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of March 20, 2006 (except as otherwise
noted below) those persons known by the Company to be the beneficial owners of
more than 5% of the common stock:

<Table>
<Caption>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------------------------------------------ -------------------------- --------

William R. Berkley 18,461,483(2) 14.4%
475 Steamboat Road
Greenwich, CT 06830
FMR Corp. 12,730,607(3) 9.9%(5)
82 Devonshire Street
Boston, MA 02109
Gilder, Gagnon, Howe & Co. LLC 8,812,154(4) 6.9%(5)
1775 Broadway
New York, NY 10019
</Table>

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

(1) These amounts reflect the 3-for-2 common stock split effected on April 8,
2005 but do not reflect the 3-for-2 common stock split effected on April 4,
2006.

(2) Includes 7,090,011 shares of common stock and 2,563,431 shares of common
stock held in separate limited liability companies of which Mr. Berkley is
the sole member, 4,049,999 shares which are subject to currently exercisable
stock options, 648,750 shares of common stock underlying restricted stock
units (303,750 of which vest on April 4, 2008, 135,000 of which vest on May
11, 2009, and 210,000 of which vest on December 5, 2010), and 40,369 shares
held by Mr. Berkley's wife, as to which shares he disclaims beneficial
ownership.

(3) Information as of December 31, 2005 based on a Schedule 13G, dated February
14, 2006, filed with the Securities and Exchange Commission on behalf of FMR
Corp. ("FMR"), Edward C. Johnson 3d and Fidelity Management & Research
Company ("Fidelity"), a wholly-owned subsidiary of FMR. Certain of the
shares listed above are beneficially owned by FMR subsidiaries and related
entities. The Schedule 13G discloses that FMR had sole voting power as to
1,746,357 shares and sole dispositive power as to all 12,730,607 shares. The
Schedule 13G states that Mr. Johnson and various family members, through
their ownership of FMR voting common stock and the execution of a
shareholders' voting agreement, may be deemed to form a controlling group
with respect to FMR. The Schedule 13G indicates that 11,170,040 shares are
beneficially owned by Fidelity as a result of acting as an investment
adviser to several investment companies ("ICs"). Mr. Johnson, FMR, through
its control of Fidelity, and the ICs each had sole dispositive power as to
all such shares. Neither Mr. Johnson nor FMR had sole voting power as to
such shares, as such power resides with the ICs' respective Boards of
Trustees and is carried out by Fidelity under written guidelines established
by such Boards. The Schedule 13G also indicates that 531,840 shares are
beneficially owned by Fidelity Management Trust Company ("Fidelity Trust"),
a wholly owned subsidiary of FMR, as a result of its serving as investment
manager of certain institutional accounts. Mr. Johnson and FMR, through its
control of Fidelity Trust, each had sole dispositive power and sole voting
power as to all such shares. The Schedule 13G indicates that 112 shares are
beneficially owned by Strategic Advisors, Inc., a wholly-owned subsidiary of
FMR, as a result of its serving as an investment advisor to individuals. The
Schedule 13G indicates that 1,028,615 shares are beneficially owned by
Fidelity International Limited ("FIL"), an entity independent of FMR. Mr.
Johnson is Chairman of FIL, and approximately 38% of the voting power of FIL
is held by a partnership controlled by him and family members. FIL had sole
voting and dispositive power as to all such shares. The Schedule 13G
indicates that FMR and FIL are of the view that they are not required to
attribute to each other shares beneficially owned by the other corporation.

(4) Information as of December 31, 2005 based on a Schedule 13G, dated February
14, 2006, filed with the Securities and Exchange Commission on behalf of
Gilder, Gagnon, Howe & Co. LLC ("GGH&C"). The Schedule 13G reported that
GGH&C has sole voting power over 77,995 shares and shared dispositive power
over 8,812,154 shares.

(5) The percent of class shown was based on the shares of common stock reported
on the respective Schedules 13G and the total number of shares outstanding
as of December 31, 2005. Assuming the number of shares beneficially owned by
these holders did not change, the percent of class based on the shares of
common stock outstanding as of March 20, 2006 remain 9.9% and 6.9%,
respectively.

The following table sets forth information as of March 20, 2006 regarding
ownership by all directors and executive officers of the Company, as a group,
and each director and each executive officer named in the Summary Compensation
Table, individually, of common stock. Except as described in the footnotes
below, all amounts reflected in the table represent shares the beneficial owners
of which have sole voting and investment power.

<Table>
<Caption>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- ---------------------------------------- ----------------------- --------

All directors and executive officers as
a group (21 persons) 20,664,965(2)(3)(4)(5) 16.1%
Philip J. Ablove 4,493 *
Eugene G. Ballard 128,563(3) *
William R. Berkley 18,461,483(2)(3) 14.4%
W. Robert Berkley, Jr. 482,023(3) *
Ronald E. Blaylock 3,857 *
Mark E. Brockbank 401,071 *
George G. Daly 9,217 *
Mary C. Farrell -0-(6) *
Rodney A. Hawes, Jr. 5,000 *
Ira S. Lederman 167,621(3)(4) *
Jack H. Nusbaum 41,218 *
Mark L. Shapiro 13,889 *
James G. Shiel 222,106(3) *
</Table>

- ------------------------------
* Less than 1%.

(1) These amounts reflect the 3-for-2 common stock split effected on April 8,
2005 but do not reflect the 3-for-2 common stock split effected on April 4,
2006.

(2) Includes 7,090,011 shares of common stock and 2,563,431 shares of common
stock held in separate limited liability companies of which Mr. Berkley is
the sole member, and 40,369 shares held by Mr. Berkley's wife, as to which
shares he disclaims beneficial ownership.

(3) The amounts shown for Messrs. Ballard, Berkley, Berkley, Jr., Lederman and
Shiel include 46,408, 4,049,999, 374,624, 23,204, and 148,504 shares of
common stock, respectively, which are subject to stock options that are
either currently exercisable or are exercisable within sixty days of March
20, 2006, and 52,500, 648,750, 97,500, 52,500 and 43,875 shares of common
stock underlying restricted stock units (RSUs), respectively, which are
subject to forfeiture until vested.

(4) The amount shown for Mr. Lederman includes 4,068 shares of common stock held
in accounts for his children, as to which Mr. Lederman is a custodian.

(5) The amounts shown for all directors and executive officers as a group
include an aggregate of 5,022,013 shares of common stock which are subject
to stock options that are either currently exercisable or are exercisable
within sixty days of March 20, 2006 and are held by executive officers of
the Company, 895,125 shares of common stock underlying RSUs, which are
subject to forfeiture until vested, and 9,449 shares of common stock which
are held by executive officers under the Company's Profit Sharing Plan.

(6) Appointed as a director on March 7, 2006.

The Company knows of no arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change of control of the Company. Under applicable Insurance Holding
Company Acts in various states, a potential owner cannot exercise voting control
over an amount in excess of 10% of the Company's outstanding voting securities
(5% in the State of Florida) without obtaining prior regulatory approval.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 2005, Interlaken Capital, Inc., a company substantially owned and
controlled by William R. Berkley, the Company's Chairman of the Board and Chief
Executive Officer, paid rent of approximately $10,000 to the Company for
separate office space on the Company's premises and was reimbursed approximately
$5,500 by the Company for certain expenses, such as telephone service. Certain
of the Company's employees perform services for Interlaken as well, for which
Interlaken compensates them separately.

During 2005, the Company engaged in certain transactions with Associated
Community Brokers, Inc., an insurance agency owned by Associated Community
Bancorp, Inc. William R. Berkley, the Company's Chairman of the Board and Chief
Executive Officer, serves as Chairman of the Board of Directors and is the
majority stockholder of Associated Community Bancorp, Inc. During 2005,
Associated Community Brokers, Inc. received commissions (both directly and
indirectly) from the relevant insurance carriers in the amount of $468,806 in
connection with insurance brokerage services provided to the Company. This
relationship was pre-approved by disinterested directors selected by the Board.

Also during 2005, a subsidiary of the Company sublet certain office space
from Associated Community Bancorp, Inc. at prevailing market rates. The base
rental expense under the terms of the sublease is approximately $127,500 per
annum. This transaction was pre-approved by the independent members of the
Company's board of directors.

Jack H. Nusbaum, a director of the Company, is Chairman of Willkie Farr &
Gallagher LLP, outside counsel to the Company.

SUPPLEMENTAL BENEFITS AGREEMENT

On August 19, 2004, the Company entered into a Supplemental Benefits
Agreement with William R. Berkley, the Company's Chairman and Chief Executive
Officer. Under the agreement, upon the earliest to occur of: (a) Mr. Berkley's
resignation from employment as Chief Executive Officer for any reason; (b) any
termination of his employment by the Company other than for "cause," or (c)
termination of his employment by reason of his death, Mr. Berkley will be
entitled to an annual retirement benefit equal to the greater of (1) $1,000,000,
or (2) fifty percent (50%) of his highest average three-year compensation over
the prior ten fiscal years, but not exceeding one hundred fifty percent (150%)
of his average five-year compensation over the prior five fiscal years. If such
termination occurs following Mr. Berkley's 72nd birthday, he will be entitled to
an enhanced retirement benefit, actuarially increased to reflect the passage of
time from the date Mr. Berkley attained age 72 until the date of such
termination.

The retirement benefit will be paid annually for the remainder of Mr.
Berkley's life, and if he predeceases his spouse, fifty percent (50%) of such
benefit will be paid annually to his spouse for the remainder of her life. Mr.
Berkley may elect to have his spouse receive one hundred percent (100%) of the
retirement benefit following his death, provided, that, in such event, the
retirement benefit will be reduced by an amount such that the payments made to
Mr. Berkley and his spouse following such election will be the actuarial
equivalent to the payments that would otherwise been made had no such election
occurred.

Under the agreement, Mr. Berkley and his spouse will also be entitled to
receive continued health insurance coverage for the remainder of their
respective lives. During the two-year period following his termination or, if
longer, the period that Mr. Berkley performs consulting services to Company or
remains Chairman of the Board, he will be entitled to continue to receive
certain perquisites, including continued use of the Company plane and a car and
driver, in a manner consistent with his prior use of such perquisites.
Additionally, for so long as Mr. Berkley requests, following such termination,
the Company is required to provide him with office accommodations and support,
including secretarial support, in a manner consistent with that provided prior
to such termination. To the extent that any benefits under the agreement or
otherwise result in the imposition of an excise tax under Section 4999 of the
Internal Revenue Code, Mr. Berkley will receive an additional payment to hold
him harmless against such excise tax.

The agreement prohibits Mr. Berkley from competing against the Company for
two years following his resignation of employment other than for "good reason,"
during which time Mr. Berkley has agreed to be available to provide consulting
services to the Company.

COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee (the "Committee") is comprised
entirely of independent, non-management directors. The Committee has overall
responsibility for discharging the Board of Directors' responsibility relating
to compensation of the Chief Executive Officer ("CEO"), other executive officers
and directors.

COMPENSATION APPROACH. The Committee follows a compensation approach under
which the principal determinants of compensation are both the current and
long-term financial performance of the Company, together with achievement of
non-financial corporate objectives and individual performance. The Company's
performance is reviewed by the Committee in both absolute terms and relative to
the performance of the property and casualty insurance industry as a whole. The
Committee believes that this approach provides incentives to the CEO and other
senior management personnel to focus on meeting key corporate strategic
objectives, such as enhancing returns and driving profitable growth, while
recognizing individual achievements. Focusing on these key objectives should in
turn enhance stockholder value. The Committee also believes that it continues to
be important to use cash and equity compensation to attract and reward
executives who contribute to the Company's long-term success by demonstrated,
sustained performance. To this end, the Company relies on salary, annual cash
incentive awards, equity-based compensation through the 2003 Stock Incentive
Plan and long-term cash incentives through the 2004 Long-Term Incentive
Compensation Plan.

The Company has not entered into employment agreements with any of its
officers. The Company has entered into a Supplemental Benefits Agreement with
the CEO, which is described in the proxy statement under the heading
Supplemental Benefits Agreement.

For 2005, the Committee retained Hewitt Associates ("Hewitt") to provide
advice with respect to executive compensation. Hewitt advised the Committee with
respect to the plans referred to below and with respect to the compensation of
the CEO for 2005.

2005 COMPANY PERFORMANCE. The Company's financial performance is a
critical driver of executive compensation. This past year was an exceptional
year for W. R. Berkley Corporation. The following is an overview of the
Company's 2005 performance:

* Return on stockholders' equity was 25.8%, substantially surpassing the
Company's targeted return of 15%

* The Company's combined ratio in 2005 was better than the industry's
overall combined ratio by more than 12 points

* Net income was $4.08 per share, advancing 23.3% over 2004

* Net premiums written increased 8% to $4.6 billion

* Cash flow from operations increased 6.2% to $1.7 billion

* Stock price on the New York Stock Exchange closed at $47.62 on December
30, a 51.4% increase since the beginning of the year

Through the leadership of the CEO and the other executive officers, the
Company achieved these results by capitalizing on increasing insurance prices
and improving insurance policy terms and conditions, as well as becoming a
leader in many markets in which it serves. In addition, the Company, through the
direction of the CEO, added and continues to consider the addition of new
insurance operations that complement the Company's strategic focus.

The primary components of executive officer compensation are base salary,
annual cash incentive compensation and long-term incentive compensation of both
cash and equity.

BASE SALARY. With respect to base compensation in 2005 for executive
officers other than the CEO, the Committee considered the Company's performance,
past pay levels, existing market conditions and recommendations of the CEO with
respect to such compensation.

ANNUAL INCENTIVE. The annual incentive compensation for executive
officers, other than the CEO, for 2005 was based primarily on the achievement of
return on capital goals for 2005 set for the Company as a whole, and for those
executives with business segment responsibility, the specific business segment
financial results. Additional individual goals were established for each
executive based on the strategic direction for the areas managed. Actual awards
for 2005 were determined by the CEO and were based on an incentive compensation
range approved by the Committee. Additionally, the Committee approved the annual
incentive bonus amount for the Executive Vice President, which is disclosed in
the Summary Compensation Table under the heading "Executive Compensation." Due
to positive results in most of the business segments, and for the Company as a
whole, most executive officers received an increase in annual incentive
compensation over prior years.

EQUITY-BASED COMPENSATION. Under the 2003 Stock Incentive Plan, options,
restricted stock units and other equity-based awards can be granted to the CEO
and to other executives on a discretionary basis. In the past, the Committee has
exercised this discretion to make grants based on an evaluation of each
individual's ability to contribute to the Company's long-term growth and
profitability. In addition, the Committee has also considered the level of a
recipient's annual salary. Up until 2004, it had generally been the Company's
practice to grant stock options every other year. However, the Committee has
since decided that the periodic restricted stock unit grants provide a more
appropriate long-term incentive vehicle. The Committee believes that restricted
stock units provide better retention incentives for executives and key employees
while aligning their interests with those of the stockholders.

During 2005 the Committee reviewed the Company's long-term incentive
program and an equity award schedule. The Committee decided to make restricted
stock unit grants under the 2003 Stock Incentive Plan to the CEO and certain
Company officers in December of 2005. Restricted stock units for 162,000 shares
of common stock were granted to executive officers other than the CEO. Grant
date values for units granted to the five executive officers whose compensation
is disclosed in the proxy statement are set forth in the Summary Compensation
Table. These restricted stock units vest after five years, with no incremental
vesting of the units during the five year period, and the receipt of the actual
shares is deferred until the executive retires from the Company or as otherwise
provided in the agreement. This deferral allows recipients to remain fully
invested in the Company and aligned with stockholders.

LONG-TERM INCENTIVE COMPENSATION PLAN. In 2004 the Company adopted and the
stockholders approved, the W. R. Berkley Corporation 2004 Long-Term Incentive
Plan (the "LTIP"). The
18

LTIP is a cash-based plan that does not provide for the payment of any equity
compensation. It is designed to encourage teamwork among certain key employees
of the Company and its subsidiaries and affiliates to foster the achievement of
the Company's long-term goals, to reward these employees with pay that relates
to the Company's performance and to provide a means through which the Company
may attract, motivate and retain talented individuals who can assist the Company
in achieving its long-term goals. Compensation payable under the LTIP is based
on long-term corporate performance. The last grant made under this plan was in
2004 with awards tied to an increase in book value. No additional units were
granted under the LTIP in 2005.

CEO COMPENSATION. In general, the CEO's compensation is based on the
Committee's evaluation of corporate performance and the CEO's individual
performance based on specific targets. In 2005, the Committee reviewed a summary
of the elements of the CEO's compensation and benefits with the CEO and the
compensation consultant.

With respect to base salary, based on the compensation philosophy stated
above and the data provided by Hewitt, the Committee determined that the CEO's
base salary for 2005 should remain at $1,000,000.

With respect to the CEO's annual incentive bonus for 2005, the Committee
established a maximum award for the CEO subject to adjustment based on
performance measures. Performance measures selected by the Committee included,
but were not limited to, return on equity, earnings per share, combined ratio
and individual non-financial goals that were consistent with the strategic needs
of the Company. With respect to these measures, the Committee compared actual
Company performance to both the Company's financial plan and industry
performance. At the end of the year, the Committee reviewed achievement of these
measures to determine the amount of incentive compensation earned.

Based on the results for 2005 outlined above, the Company exceeded the
Company's financial plan for return on equity and earnings per share and
exceeded the industry's combined ratio. The CEO also achieved all of the
individual non-financial goals established. The Committee noted that the
Company's 2005 results were achieved in a year in which catastrophic losses
impacted the industry to a substantially greater extent than the Company due to
the risk management strategies initiated by the CEO in previous years. The
Committee recognizes that the CEO's strategic direction of the Company resulted
in its current superior performance. As a result of these achievements, the
Committee approved an annual incentive payment for the CEO under the Annual
Incentive Compensation Plan of $7,500,000, which was below the maximum amount
allowable. The total annual incentive bonus is disclosed in the Summary
Compensation Table.

The Committee believes that the CEO's leadership has contributed greatly to
the Company's long-term financial strength and is expected to play an important
future role. Therefore, as discussed earlier under Equity-Based Compensation,
restricted stock units for 210,000 shares of Common Stock were granted to the
CEO in December 2005. These units vest at the end of five years, with no
incremental vesting of the units during the five year period, and the receipt of
the actual shares is deferred until retirement or as otherwise provided in the
grant agreement. No units were granted to the CEO under the LTIP in 2005.

POLICY ON QUALIFYING COMPENSATION FOR DEDUCTIBILITY. For purposes of
setting incentive compensation for the CEO, the Committee has determined that
the Company should consider the
19

limitations on tax deductibility imposed under Section 162(m) of the Internal
Revenue Code. Section 162(m) disallows deductions for compensation in excess of
$1,000,000 per year paid by a public corporation to certain of its executives
unless certain criteria are met. In order to meet the criteria, the Committee
has determined that, subject to the matters discussed below, the CEO's annual
and long-term incentive compensation should be structured as "qualified
performance-based compensation," which is exempt from the deduction limit. In
general, this rule requires that the CEO's incentive compensation be based on
attainment of objective performance goals, established in advance by the
Committee, using metrics approved by the stockholders. For these reasons, the
incentive compensation for the CEO is generally payable and/or granted under the
Company's Annual Incentive Compensation Plan, LTIP and 2003 Stock Incentive
Plan, each of which was approved by stockholders of the Company and is designed
so that compensation payable thereunder, or attributable to the exercise of
options or the delivery of shares in settlement of restricted stock units, will
generally be exempt from the deduction limits. The Committee believes that it is
important to maintain discretion to pay additional compensation in appropriate
circumstances. Therefore, the Committee may, in its discretion, and where deemed
appropriate, pay compensation to the CEO or other executive officers in addition
to compensation earned under these plans. Such additional compensation may not
be "qualified performance-based compensation" and would not be exempt from the
deduction limits. The Committee believes that at times there are circumstances
where the payment of such additional compensation may be justified as a means of
furthering the Company's interest in retaining and rewarding its key personnel.

Compensation and Stock Option
Committee

Philip J. Ablove, Chairman
Mark E. Brockbank

March 30, 2006

The above report of the Compensation and Stock Option Committee shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation awarded
to or earned by the Chairman of the Board and Chief Executive Officer of the
Company and the four other highest paid executive officers of the Company whose
earnings exceeded $100,000 in salary and bonus for each of the last three fiscal
years.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG TERM COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------- ---------- ----------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) AWARDS($) PAYOUTS($) SATION($)
- ------------------ ---- --------- ---------- --------- ---------- ---------- ---------

William R. Berkley................. 2005 1,000,000 7,500,000 303,321(1) 9,935,100(2) -- 270,425(3)(4)
Chairman of the Board 2004 1,000,000 6,042,000 273,348(5) 3,548,700(6) -- 227,229
and Chief Executive Officer 2003 1,000,000 4,933,562 262,158(7) 5,751,000(8) 10,000,000(9) 190,032
W. Robert Berkley, Jr. ............ 2005 518,692 750,000 -- 2,838,600(2) -- 137,900(3)(4)
Executive Vice President 2004 425,000 285,000 -- 394,300(6) -- 101,413
2003 370,000 215,000 -- 426,000(8) 500,000(9) 81,904
Ira S. Lederman.................... 2005 460,000 340,000 -- 709,650(2) -- 115,671(3)
Senior Vice President -- 2004 425,000 280,000 -- 394,300(6) -- 96,415
General Counsel and Secretary 2003 385,000 215,100 -- 426,000(8) 500,000(9) 69,226
Eugene G. Ballard.................. 2005 460,000 337,500 -- 709,650(2) -- 109,148(3)
Senior Vice President -- Chief 2004 425,000 275,000 -- 394,300(6) -- 94,602
Financial Officer and Treasurer 2003 390,000 215,050 -- 426,000(8) 500,000(9) 63,124
James G. Shiel..................... 2005 460,000 337,500 -- 709,650(2) -- 107,490(3)
Senior Vice President -- 2004 425,000 280,000 -- 315,440(6) -- 94,930
Investments 2003 405,000 215,050 -- 319,500(8) 500,000(9) 78,559
</Table>

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

(1) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $103,321 represents the incremental cost to the
Company related to personal use of Company or chartered aircraft. For
reasons of security and personal safety, the Board has required Mr. Berkley
to use Company-owned aircraft or non-commercial aircraft for all air travel.
(2) Represents the market value of the common stock underlying restricted stock
units (RSUs) granted on December 5, 2005 using the closing price per share
on the grant date ($47.31). As of December 31, 2005, Messrs. Berkley,
Berkley, Jr., Lederman, Ballard and Shiel held 648,750, 97,500, 52,500,
52,500 and 43,875 RSUs, respectively, and the underlying shares of common
stock with respect to such RSUs had a 2005 year-end value of $30,893,475,
$4,642,950, $2,500,050, $2,500,050 and $2,089,328, respectively, without
recognizing any diminution in value attributable to the restrictions on the
RSUs.
(3) For Messrs. Berkley, Berkley, Jr., Lederman, Ballard and Shiel, these
amounts include contributions to the Profit Sharing Plan of $24,150 each,
premiums for term life insurance of $2,160 each, Benefit Replacement Plan
contributions of $90,850, $35,500, $28,750, $28,750 and $28,750,
respectively, interest accrued, but unfunded, on deferred compensation of
$75,675, $-0-, $60,611, $54,088 and $52,430, respectively.
(4) This amount includes Company director fees of $44,000 for Mr. Berkley and
$42,500 for Mr. Berkley, Jr., respectively, and $33,590 for each of them,
representing the value of 1,000 shares of common stock awarded to directors
on May 10, 2005, but does not include outside director fees paid directly by
Kiln plc to such persons for serving in their individual capacity as
directors thereof.
(5) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $73,348 represents the incremental cost to the
Company related to personal use of Company or chartered aircraft.
(6) Represents the market value of the common stock underlying RSUs granted on
May 11, 2004 using the closing price per share on the grant date ($39.43,
or, as adjusted for the 3-for-2 common stock split effected on April 8,
2005, $26.29).
(7) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $62,158 represents the incremental cost to the
Company related to personal use of Company or chartered aircraft.
(8) Represents the market value of the common stock underlying RSUs granted on
April 4, 2003 using the closing price per share on the grant date ($42.60,
or, as adjusted for the 3-for-2 common stock splits effected on April 8,
2005 and August 27, 2003, $18.93).

(9) Paid in February 2004. The units awarded in 2001 became fully vested and
payable as of December 31, 2003 after reaching the maximum unit value on an
accelerated basis due to the Company significantly exceeding its expected
performance during the relevant period.

The following table shows for the fiscal year ended December 31, 2005
information concerning the exercise of options and the year-end number and value
of unexercised options for the executive officers named in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FISCAL OPTIONS AT
YEAR-END FISCAL YEAR-END
SHARES ACQUIRED 12/31/05(#) 12/31/05($)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($) UNEXERCISABLE(1) UNEXERCISABLE(2)
- ---- --------------- -------------- ----------------- ----------------------

William R. Berkley........... -- -- 3,843,280/923,907 141,492,226/31,024,168
W. Robert Berkley, Jr. ...... -- -- 243,002/283,500 8,444,857/ 9,343,752
Ira S. Lederman.............. 117,160 3,090,801 --/ 48,517 --/ 1,613,074
Eugene G. Ballard............ 63,280 1,823,097 21,094/ 50,627 728,380/ 1,703,855
James G. Shiel............... -- -- 126,565/ 43,032 4,619,318/ 1,456,155
</Table>

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

(1) These amounts reflect the 3-for-2 common stock split effected on April 8,
2005 but do not reflect the 3-for-2 common stock split effected on April 4,
2006.

(2) The unexercisable options are unvested options that are subject to
forfeiture in the event the executive voluntarily terminates employment with
the Company prior to vesting. In addition, all options, whether exercisable
or not, are subject to forfeiture in the event the executive's employment is
terminated for cause, and the value of unexercised options may be subject to
recapture by the Company in certain circumstances. As such, the executives
may never realize the full value of these options if such forfeiture or
recapture occurs.

LONG-TERM INCENTIVE PLAN

In 2004, the Company adopted and the stockholders approved the W. R.
Berkley Corporation 2004 Long-Term Incentive Compensation Plan (the "LTIP"). The
LTIP is a cash-based plan that does not provide for the payment of any equity
compensation. It is designed to encourage teamwork among certain key employees
of the Company and its subsidiaries and affiliates to foster the achievement of
the Company's long-term goals, to reward these employees with pay that relates
to the Company's performance and to provide a means through which the Company
may attract, motivate and retain talented individuals who can assist the Company
in achieving its long-term goals. Compensation payable under the LTIP is based
on long-term corporate performance and is tied to an increase in stockholder
value. During the fiscal year ended December 31, 2005, no awards under the LTIP
were granted by the Compensation and Stock Option Committee to the executive
officers named in the Summary Compensation Table.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about our common stock that may be
issued upon the exercise of options, warrants and rights under our existing
equity compensation plans and arrangements as of December 31, 2005. These plans
include the W. R. Berkley Corporation 2003 Stock Incentive Plan and the Amended
and Restated W. R. Berkley Corporation 1997 Directors Stock Plan. The table also
includes information regarding 675,000 restricted stock units ("RSUs") awarded
to officers of the Company and its subsidiaries on April 4, 2003 (as adjusted
for the 3-for-2 common stock split effected on April 8, 2005, but not for the
3-for-2 common stock split effected on April 4, 2006) under a plan not approved
by stockholders.

<Table>
<Caption>
(C) NUMBER OF
(A) NUMBER OF SECURITIES REMAINING
SECURITIES TO BE (B) WEIGHTED-AVERAGE AVAILABLE FOR FUTURE
ISSUED UPON EXERCISE PRICE OF ISSUANCE UNDER EQUITY
EXERCISE OF OUTSTANDING COMPENSATION PLANS
OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
OPTIONS, WARRANTS WARRANTS AND REFLECTED IN
PLAN CATEGORY AND RIGHTS RIGHTS COLUMN (A))
- ------------- ----------------- -------------------- ---------------------

Equity compensation plans
approved by stockholders....... 11,720,488 $16.26 4,217,859
Equity compensation plans not
approved by stockholders....... 675,000(1) $18.93 --
---------- ------ ---------
Total............................ 12,395,488 $16.40 4,217,859
========== ====== =========
</Table>

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

(1) Represents restricted stock units ("RSUs"), each of which represents the
right to receive one share of common stock, subject to vesting requirements
and continued employment, following the recipient's termination of
employment with the Company and its subsidiaries. Delivery of shares of
common stock to the RSU recipients in satisfaction of the settlement of RSUs
will be satisfied exclusively from treasury shares held by the Company.
These RSUs held by any recipient will vest in full in one installment on
April 4, 2008 (the "Vesting Date"), provided the recipient remains employed
with the Company and/or its subsidiaries on the Vesting Date. If a recipient
terminates employment prior to the Vesting Date on account of death,
disability or retirement, a pro rata share of the number of RSUs granted to
the recipient shall vest and be distributed to the recipient as of such
termination date. Upon termination of employment for any other reason prior
to vesting, all RSUs held by the recipient will expire and be forfeited. In
the event of a Change of Control of the Company (as defined in the RSU
Agreements) all RSUs will vest in full and the shares of common stock
underlying each RSU will be delivered to the RSU recipients. The
Compensation and Stock Option Committee of the Board retains the right to
accelerate the vesting of any or all RSUs at any time, for any reason. The
following list sets forth the names of the executive officers of the Company
who received such RSUs on April 4, 2003 and the number of RSUs each
individual received: William R. Berkley -- 303,750; W. Robert Berkley,
Jr. -- 22,500; Eugene G. Ballard -- 22,500; Robert P. Cole -- 16,875; Paul
J. Hancock -- 11,250; Robert C. Hewitt -- 11,250; Ira S. Lederman -- 22,500;
James W. McCleary -- 16,875; Clement P. Patafio -- 5,625; and James G.
Shiel -- 16,875; and an aggregate of 225,000 RSUs were granted to 24 other
officers of the Company and its subsidiaries.

COMPANY STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total return on the Company's common
stock for the last five fiscal years with the cumulative total return on the
Standard & Poor's (S&P) 500 Index and a Custom Composite Index over the same
period (assuming the investment of $100 in each category on December 31, 2000
and the reinvestment of all dividends). The Custom Composite Index was selected
based upon current comparable industry criteria.

CUMULATIVE TOTAL RETURN

Based upon an initial investment of $100 on December 31, 2000 with dividends
reinvested

(GRAPH)

SOURCE: GEORGESON SHAREHOLDER COMMUNICATIONS INC.

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------
Dec-00 Dec-01 Dec-02 Dec-03 Dec-04 Dec-05
- --------------------------------------------------------------------------------------------------------------------

W. R. Berkley Corporation............. $100 $115 $129 $172 $233 $355
S&P 500(R)............................ $100 $ 88 $ 69 $ 88 $ 98 $103
Custom Composite Index (11 Stocks).... $100 $ 92 $ 79 $ 95 $103 $121
</Table>

The Custom Composite Index consists of ACE Limited, The Chubb Corporation,
Cincinnati Financial Corp., CNA Financial Corp., Everest Re Group, Ltd., HCC
Insurance Holdings, Inc., Markel Corp., The Ohio Casualty Corporation, SAFECO
Corp., The St. Paul Travelers Companies, Inc. and XL Capital Ltd.

APPROVAL OF THE W. R. BERKLEY CORPORATION
2007 ANNUAL INCENTIVE COMPENSATION PLAN

The Board submits to the stockholders for approval the W. R. Berkley
Corporation 2007 Annual Incentive Compensation Plan (the "Annual Plan"). The
Board adopted the Annual Plan to provide for incentive compensation in the form
of an annual cash bonus to key executives responsible for the success of the
Company and to provide a bonus compensation scheme designed to attract talented
new executives. Compensation payable under the Annual Plan is based on corporate
performance and is intended to increase stockholder value. The Board believes
that the Annual Plan will enhance management's efforts by focusing management's
attention on the achievement of goals which the Board has determined to be
strategically and operationally important for the Company. The Annual Plan will
replace the Annual Incentive Compensation Plan that was approved by the
stockholders at the 2002 annual meeting and is set to expire on December 31,
2006.

Because of certain limitations under Section 162(m) ("Section 162(m)") of
the Internal Revenue Code of 1986, as amended (the "Code"), compensation paid to
a "Named Executive Officer" (see the "Executive Compensation -- Summary
Compensation Table" above) in excess of $1 million for any year is generally not
deductible by the Company for federal income tax purposes, unless such
compensation qualifies as "performance-based" under Section 162(m). The Board
believes that it is important (except in certain extenuating circumstances) to
provide that cash bonuses paid to its executive officers are deductible by the
Company for federal income tax purposes. Accordingly, the Company has structured
the Annual Plan to satisfy the requirements of Section 162(m) for
"performance-based" compensation. One of the requirements of "performance-based"
compensation for purposes of Section 162(m) is that the compensation be paid
pursuant to a plan that has been approved by the company's stockholders.

If the Annual Plan is not approved by the stockholders, it is currently
contemplated that all or a portion of certain annual bonuses payable to certain
executive officers of the Company will not be deductible under Section 162(m) to
the extent that (when combined with other non-exempt compensation) they exceed
the $1 million limit.

Approval of the Annual Plan requires the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote.

The following summary of the material features of the Annual Plan is
qualified in its entirety by the terms of the Annual Plan as filed with the
Securities and Exchange Commission.

ELIGIBILITY

Participation in the Annual Plan will be limited to the Chief Executive
Officer and any other employee of the Company designated by the Company's
Compensation and Stock Option Committee. Currently, there are five executive
officers of the Company, including the Chief Executive Officer, eligible to
participate in the Annual Plan.

ADMINISTRATION

The Annual Plan will be administered by the Compensation and Stock Option
Committee, which has full power and authority to determine which eligible
executives will receive awards under the

Annual Plan, to set bonus targets, to determine the achievement of pre-tax
income (as defined below) and the application of such achievement to the bonus
targets, to reduce bonus awards, to interpret and construe the terms of the
Annual Plan and to make all determinations it deems necessary in the
administration of the Annual Plan.

PERFORMANCE GOAL

The Board has chosen "pre-tax income" as the measure of performance
necessary for the payment of bonuses under the Annual Plan. For purposes of the
Annual Plan, pre-tax income means, with respect to each fiscal year, the
Company's earnings before income taxes as reported in the Company's audited
consolidated financial statements, excluding (a) any losses from discontinued
operations, (b) extraordinary gains and losses, and (c) the cumulative effect of
accounting changes during the fiscal year.

PARTICIPATION AND ESTABLISHMENT OF BONUS TARGETS

During the first 90 days of each fiscal year, the Compensation and Stock
Option Committee will designate those employees who are to be participants in
the Annual Plan for that year and will specify the terms and conditions for the
determination of an annual bonus, including individual bonus targets, for each
such individual. The maximum annual bonus payable under the Annual Plan to all
participants for any fiscal year is 5% of the pre-tax income (the "maximum bonus
amount") for that fiscal year. Individual bonus targets will be expressed as a
percentage of the maximum bonus amount or a percentage of pre-tax income.

DETERMINATION OF ANNUAL BONUSES

As soon as reasonably practicable after the end of each fiscal year, the
Compensation and Stock Option Committee shall determine the pre-tax income, if
any, and the amount of the annual bonus to be paid to each participant for such
fiscal year. In determining that amount, the Compensation and Stock Option
Committee will consider the target bonuses established at the beginning of the
year, the amount of pre-tax income and any other objective or subjective factors
it deems appropriate and may reduce the amount of, or eliminate altogether, any
annual bonus that would otherwise be payable.

BONUS PAYMENTS AND DEFERRALS

Except to the extent deferred as described below, annual bonuses will be
paid in cash on or prior to March 15 of the year following the year with respect
to which the bonus relates. The Annual Plan allows the Compensation and Stock
Option Committee to establish rules and procedures to allow participants to
defer the receipt of their annual bonuses. Deferred amounts will be credited
with an interest equivalent amount until the time of final payment at a rate
determined by the Compensation and Stock Option Committee from time to time. Any
such deferrals must comply with Section 409A of the Code.

TERMINATION AND AMENDMENT

If the Annual Plan is approved by the stockholders, it will be effective
for 2007 and will continue in effect through 2016. The Compensation and Stock
Option Committee, however, may suspend or

terminate the Annual Plan at any time. In addition, the Compensation and Stock
Option Committee may amend the Annual Plan from time to time as it deems
advisable, except that, no amendment shall be effective prior to approval by the
Company's stockholders to the extent that such approval is required by Section
162(m) of the Code or is otherwise required by law.

NEW PLAN BENEFITS

As noted above, the maximum annual bonus payable under the Annual Plan to
all participants for any year is 5% of the pre-tax income for that fiscal year.
Because the payment of an annual bonus for any year is subject to the number of
eligible individuals chosen for participation and the relative percentage of
pre-tax income attributable to each participant and further subject to reduction
by the Compensation and Stock Option Committee, on a discretionary basis, the
Company cannot determine the amounts that will be payable or allocable for
fiscal year 2007 or in the future. As such, the Company has omitted the tabular
disclosure of amounts that may be received under the Annual Plan. Under the
terms of the Company's Annual Incentive Compensation Plan, the predecessor to
the Annual Plan, for fiscal year 2005 the Company paid to Mr. Berkley a bonus of
$7,500,000, which was the result of a discretionary reduction imposed by the
Compensation and Stock Option Committee from the maximum amount Mr. Berkley
could have received under such plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
W. R. BERKLEY CORPORATION 2007 ANNUAL INCENTIVE COMPENSATION PLAN.

AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK

The Board of Directors has unanimously voted to recommend that the
stockholders adopt an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
300,000,000 shares to 500,000,000 shares. If the amendment is approved, the
shares may be issued from time to time by the Board of Directors. It is not
expected that further authorization from stockholders will be solicited for the
issuance of any shares of common stock, except to the extent such authorization
is required by law or by the rules of the New York Stock Exchange. Currently,
there is no agreement, arrangement or understanding relating to the issuance and
sale of the additional shares of common stock which would be authorized by the
proposed amendment. Stockholders do not have, and the proposed amendment would
not create, any preemptive rights.

The Company currently has 300,000,000 shares of common stock authorized. At
March 20, 2006, there were 128,164,357 shares issued and outstanding, and
28,583,911 shares held in treasury. After giving effect to the 3-for-2 stock
split that was effected on April 4, 2006, there would have been 192,246,535
shares issued and outstanding, and 42,875,866 shares held in treasury at March
20, 2006. The Board believes it is desirable for the Company to have a
sufficient number of shares of common stock available, as the occasion may
arise, for possible future financings or acquisition transactions, stock
dividends or splits (such as the 3-for-2 stock splits effected in each of 2002,
2003, 2005 and 2006), stock issuances pursuant to employee benefit plans and
other proper corporate purposes. Having such additional shares available for
issuance in the future would give the Company greater

flexibility by allowing shares to be issued without incurring the delay and
expense of a special stockholders' meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT OF
THE RESTATED CERTIFICATE OF INCORPORATION.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP has been appointed by the Board as the independent registered
public accounting firm to audit the financial statements of the Company for the
fiscal year ending December 31, 2006. The appointment of this firm was
recommended to the Board by the Audit Committee. The Board is submitting this
matter to a vote of stockholders in order to ascertain their views. If the
appointment of KPMG LLP is not ratified, the Board will reconsider its action
and will appoint auditors for the 2006 fiscal year without further stockholder
action. Further, even if the appointment is ratified by stockholder action, the
Board may at any time in the future in its discretion reconsider the appointment
without submitting the matter to a vote of stockholders.

It is expected that representatives of KPMG LLP will attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate stockholder questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF KPMG LLP.

AUDIT AND NON-AUDIT FEES

The aggregate amount of the fees billed or expected to be billed by KPMG
for its professional services in 2005 and 2004 were as follows:

<Table>
<Caption>
TYPE OF FEES 2005($) 2004($)
- ------------ --------- ---------

Audit Fees(1)............................................... 4,393,000 4,903,000
Audit-Related Fees(2)....................................... 154,600 202,347
Tax Fees(3)................................................. 83,160 111,520
All Other Fees.............................................. -- --
--------- ---------
Total Fees.................................................. 4,630,760 5,216,867
========= =========
</Table>

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

(1) Audit fees consist of fees the Company paid to KPMG for professional
services for the audit of the Company's consolidated financial statements
included in its Form 10-K and review of financial statements included in its
Forms 10-Q, or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements and public
offerings of securities.

(2) Fees associated with a SAS 70 review, actuarial services and the audit of
health and benefit plans.

(3) Tax fees consist of fees for tax consultations and tax compliance services.

PRE-APPROVAL POLICIES

Consistent with SEC policies regarding auditor independence, the Audit
Committee has adopted a policy regarding the pre-approval of services of the
Company's independent auditors. Pursuant to this policy, such services may be
generally pre-approved on an annual basis; other services, or services exceeding
the pre-approved cost levels, must be specifically pre-approved by the Audit
Committee. The Audit Committee may also delegate pre-approval authority to one
or more of its members. All of such fees for 2005 were approved by the Audit
Committee in accordance with this policy.

AUDIT COMMITTEE REPORT

To the Board of Directors of W. R. Berkley Corporation:

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the system of
internal controls.

In this context, the Audit Committee has met and held discussions with
management and KPMG LLP, the Company's independent registered public accounting
firm, regarding the fair and complete presentation of the Company's results and
the assessment of the Company's internal control over financial reporting. The
Audit Committee has discussed significant accounting policies applied by the
Company in its financial statements, as well as alternative treatments.
Management represented to the Audit Committee that the Company's consolidated
financial statements were prepared in accordance with accounting principles
generally accepted in the United States of America, and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and
the independent registered public accounting firm. The Audit Committee discussed
with the independent registered public accounting firm matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication With Audit
Committees).

In addition, the Audit Committee has discussed with the independent
registered public accounting firm the auditor's independence from the Company
and its management, including the matters in the written disclosures required by
the Independence Standards Board Standard No. 1 (Independence Discussions With
Audit Committees). The Committee also has considered whether the independent
registered public accounting firm's provision of non-audit services to the
Company is compatible with the auditor's independence.

During the course of 2005, management completed the documentation, testing
and evaluation of the Company's system of internal control over financial
reporting in response to the requirements set forth in Section 404 of the
Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept
apprised of the progress of the evaluation and provided oversight and advice to
management during the process. At the conclusion of the process, the Committee
reviewed a report prepared by management regarding the effectiveness of the
Company's internal control over financial reporting. The Committee also reviewed
the report of management contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 2005 filed with the Securities Exchange
Commission ("SEC"), as well as KPMG LLP's reports included in such Annual Report
related to its audit of (i) the consolidated financial statements and financial
statement schedules, (ii) management's assessment of the effectiveness of
internal control over financial reporting and (iii) the effectiveness of
internal control over financial reporting. The Committee continues to oversee
the Company's efforts related to its internal control over financial reporting
and management's preparations for the evaluation in 2006.

The Audit Committee has concluded that the independent registered public
accounting firm is independent from the Company and its management.

The Audit Committee discussed with the Company's internal auditor and
independent registered public accounting firm the overall scope and plans for
their respective audits. The Audit Committee met with the internal auditor and
the independent registered public accounting firm, with and without

management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2005, for filing with the SEC. The
Audit Committee has selected, and the Board of Directors has ratified the
selection of KPMG LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2006.

Audit Committee

Mark L. Shapiro, Chairman
Ronald E. Blaylock
George D. Daly

March 31, 2006

The above report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

OTHER MATTERS TO COME BEFORE THE MEETING

Management is not aware of any matters to come before the Annual Meeting
other than as set forth above. However, since matters of which management is not
now aware may come before the Annual Meeting or any adjournment thereof, the
proxies intend to vote, act and consent in accordance with their best judgment
with respect thereto. Upon receipt of such proxies (in the form enclosed and
properly signed) in time for voting, the shares represented thereby will be
voted as indicated therein and in this proxy statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of the copies of Forms 3, 4 and 5 received by
it, or written representations from certain reporting persons that no Forms 5
were required for such persons, the Company believes that all filing
requirements under Section 16(a) of the Exchange Act applicable to its officers,
directors and ten-percent stockholders were complied with during the fiscal year
ended December 31, 2005.

STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR 2007 ANNUAL MEETING

It is anticipated that the next Annual Meeting of Stockholders after the
one scheduled for May 16, 2006 will be held on or about May 15, 2007. The
Company's By-Laws require that, for nominations of directors or other business
to be properly brought before an Annual Meeting of Stockholders, written notice
of such nomination or proposal for other business must be furnished to the
Company. Such notice must contain certain information concerning the nominating
or proposing stockholder and information concerning the nominee and must be
furnished by the stockholder (who must be entitled to vote at the meeting) to
the Secretary of the Company, in the case of the Annual Meeting of Stockholders
to be held in 2007 no earlier than February 15, 2007 and no later than March 16,
2007. A copy of the applicable provisions of the By-Laws may be obtained by any
stockholder, without charge, upon written request to the Secretary of the
Company at the address set forth below.

Since the Company did not receive notice of any stockholder proposal for
the 2006 Annual Meeting, it will have discretionary authority to vote on any
stockholder proposals presented at such meeting.

In addition to the foregoing, and in accordance with the rules of the
Securities and Exchange Commission, in order for a stockholder proposal,
relating to a proper subject, to be considered for inclusion in the Company's
proxy statement and form of proxy relating to the Annual Meeting of Stockholders
to be held in 2007, such proposal must be received by the Secretary of the
Company by December 14, 2006 in the form required under and subject to the other
requirements of the applicable rules of the Securities and Exchange Commission.
Any such proposal should be submitted by certified mail, return receipt
requested, or other means, including electronic means, that allow the
stockholder to prove the date of delivery.

A COPY OF ANY OR ALL OF THE COMPANY'S (I) ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2005; (II) CORPORATE GOVERNANCE GUIDELINES;
(III) STATEMENT OF BUSINESS ETHICS; (IV) STATEMENT OF BUSINESS ETHICS FOR THE
BOARD OF DIRECTORS; (V) CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS; (VI) AUDIT
COMMITTEE CHARTER; (VII) COMPENSATION AND STOCK OPTION COMMITTEE CHARTER; AND
(VIII) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER IS AVAILABLE ON OUR
WEBSITE AT WWW.WRBERKLEY.COM AND IS ALSO AVAILABLE WITHOUT CHARGE TO ANY
STOCKHOLDER OF THE COMPANY WHO REQUESTS A COPY IN WRITING. REQUESTS FOR COPIES
OF ANY OR ALL OF THESE DOCUMENTS SHOULD BE DIRECTED TO THE SECRETARY, W. R.
BERKLEY CORPORATION, 475 STEAMBOAT ROAD, GREENWICH, CONNECTICUT 06830.

By Order of the Board of Directors,

WILLIAM R. BERKLEY
Chairman of the Board and
Chief Executive Officer

ANNEX A

W. R. BERKLEY CORPORATION
2007 ANNUAL INCENTIVE COMPENSATION PLAN

W. R. Berkley Corporation, a Delaware corporation (the "Company"), adopts
this W. R. Berkley Corporation 2007 Annual Incentive Compensation Plan (the
"Plan") for the purpose enhancing the Company's ability to attract and retain
highly qualified executives and to provide additional financial incentives to
such executives to promote the success of the Company and its subsidiaries.

Remuneration payable under the Plan is intended to (i) constitute
"qualified performance-based compensation" for purposes of Section 162(m) of the
Code, and Section 1.162-27 of the Regulations, and (ii) comply with or be exempt
from Section 409A of the Code, and the Plan shall be construed consistently with
such intentions.

1. DEFINITIONS. As used herein, the following terms shall have the
respective meanings indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Cause" shall have the meaning ascribed to such term in a
Participant's employment agreement with the Company, or, absent any such
agreement or any such definition in such agreement, Cause shall mean (i)
continuing and material failure to fulfill his or her employment
obligations or willful misconduct or gross neglect in the performance of
such duties, (ii) commission of fraud, misappropriation or embezzlement in
the performance of such duties, or (iii) conviction of a felony, which, as
determined in good faith by the Board, constitutes a crime involving moral
turpitude and may result in material harm to the Company.

(d) "Committee" shall mean the Compensation and Stock Option Committee
of the Board, which shall be comprised solely of two or more "outside
directors" within the meaning of Section 1.162-27(e)(3) of the Regulations
or any successor provision.

(e) "Company" shall have the meaning ascribed to such term in the
preamble.

(f) "Disability" shall have the meaning ascribed to the term
"Disability" in a Participant's employment agreement with the Company, or,
absent any such agreement or any such definition in such agreement, in the
Company's group disability insurance contract.

(g) "Eligible Executive" shall mean the Company's Chief Executive
Officer and each other employee of the Company that the Committee
determines, in its discretion, is or may be a "covered employee" of the
Company within the meaning Section 162(m) of the Code and Section
1.162-27(c)(2) of the Regulations.

(h) "Incentive Bonus" shall mean, for any fiscal year, the amount of
incentive compensation payable under the Plan to a Participant, as
determined by the Committee in accordance with Section 4 below.

A-1

(i) "Participant" for any fiscal year shall mean any Eligible
Executive chosen by the Committee for participation in the Plan for such
fiscal year.

(j) "Plan" shall have the meaning ascribed to such term in the
preamble.

(k) "Pre-Tax Income" shall have the meaning ascribed to such term in
Section 4(c)(i) below.

(l) "Regulations" shall mean the Treasury Regulations (and to the
extent applicable, any proposed Treasury Regulations) promulgated under the
Code, as amended from time to time.

2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, which shall have full power and authority to (i) construe and
interpret the Plan, (ii) adopt and alter rules and regulations relating to the
Plan, (iii) establish, adjust downward, pay or decline to pay any Incentive
Bonus under the Plan, and (iv) make all determinations necessary or advisable
for the administration of the Plan. Such power and authority shall include the
right to exercise discretion to reduce by any amount the Incentive Bonus payable
to any Participant; provided, however, that the exercise of such discretion with
respect to any Participant shall not have the effect of increasing the Incentive
Bonus that is payable to any other Participant. The Committee may employ
attorneys, consultants, accountants or other persons, and the Committee, the
Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the Committee
shall be personally liable for any action, determination or interpretation taken
or made in good faith by the Committee with respect to the Plan or Incentive
Bonuses granted hereunder, and all members of the Committee shall be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation. All determinations of the Committee in the
administration of the Plan shall be conclusive and binding on the Participants
and all other parties concerned. When taking any action or making any
determination pursuant to the Plan, the Committee shall consider the effect of
such action or determination on the Plan and all Incentive Bonuses under Section
409A of the Code.

3. ELIGIBILITY. Eligibility under this Plan is limited to Eligible
Executives designated by the Committee in its sole and absolute discretion.

4. AWARDS.

(a) Not later than the 90th day of each fiscal year of the Company, the
Committee, in its sole and absolute discretion, shall designate in writing one
or more Eligible Executives as a Participant in the Plan for such fiscal year
and shall specify the terms and conditions for the determination and payment of
an Incentive Bonus to each such Participant for such fiscal year.

(b) The performance goal for each fiscal year shall be the achievement of
Pre-Tax Income.

(i) The aggregate amount of the Incentive Bonus for all Participants
with respect to any fiscal year shall be five percent (5%) of the Company's
earnings before income taxes as reported in the Company's audited
consolidated financial statements, excluding (a) any losses from
discontinued operations; (b) extraordinary gains and losses; and (c) the
cumulative effect of accounting changes during the fiscal year ("Pre-Tax
Income"), subject to reduction by the Committee as provided below. Not
later than the 90th day of each fiscal year of the Company, the
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Committee, in its sole and absolute discretion, shall specify in writing
the target Incentive Bonus payable to each Participant upon the achievement
of Pre-Tax Income, which aggregate amount may not exceed five percent (5%)
of Pre-Tax Income.

(ii) Notwithstanding anything herein to the contrary and regardless of
the target Incentive Bonus set for each Participant and the degree of
achievement of Pre-Tax Income for any fiscal year, the Committee may reduce
the amount payable hereunder to any Participant for any fiscal year to any
lesser amount (including a reduction in such amount to zero) as it deems
appropriate, in its sole discretion, taking into account any objective or
subjective factors as it deems appropriate; provided, however, that a
reduction in the Incentive Bonus for any one or more Participants shall not
result in an increase in the Incentive Bonus for any other Participant.

5. COMMITTEE CERTIFICATION. As soon as reasonably practicable after the
end of each fiscal year of the Company, the Committee shall determine the extent
to which Pre-Tax Income has been achieved and the amount of the Incentive Bonus
to be paid to each Participant for such fiscal year and shall certify such
determination in writing.

6. PAYMENT OF INCENTIVE BONUSES.

(a) Subject to any election duly and validly made by a Participant with
respect to the deferral of all or a portion of his or her Incentive Bonus as
provided in subsection (b) below, Incentive Bonuses shall be paid in cash at
such times and on such terms as are determined by the Committee in its sole and
absolute discretion; provided, however, that in no event shall such payment be
made later than the March 15th of the year following the year to which the
Incentive Bonus relates.

(b) Deferrals.

(i) The Committee may allow one or more Participants to elect to defer
payment of all or a portion of each such Participant's Incentive Bonus for
any fiscal year, in which case the Committee shall establish rules and
procedures with respect to any such deferrals, which rules and procedures
may change from year to year and may be different with respect to each
Participant. Any deferrals of all or a portion of a Participant's Incentive
Bonus shall be made in compliance with Section 409A of the Code.

(ii) Deferred amounts are nonforfeitable and shall be paid to a
Participant as elected by the Participant in a valid deferral election or
as soon as administratively practicable following his or her separation of
service with the Company, as defined in Section 409A of the Code. Any such
deferrals hereunder constitute unfunded general obligations of the Company.

(iii) Deferred amounts shall be credited with an interest equivalent
amount until the time of final payment at a rate determined by the
Committee from time to time. The sum of the amount deferred for any fiscal
year plus all interest equivalent amounts credited to such deferred amounts
shall be paid in a single sum or in up to 15 installments, as specified by
the Participant in a valid deferral election.

(iv) Any payment or payments otherwise required to be made to a
Participant who is a "specified employee" of the Company, within the
meaning of Section 409A of the Code, pursuant to this Section 6(b) as a
result of such Participant's separation of service with the Company shall
be delayed for a period of six months following such separation of service
or such other period of

A-3

time as may be required to comply with Section 409A(a)(2)(B)(i) of the
Regulations. On the earliest date following such separation of service on
which any such payment could be made in compliance with Section
409A(a)(2)(B)(i) of the Regulations, any payment or payments that were
delayed pursuant to the immediately preceding sentence shall be paid to the
Participant in a lump sum.

7. TERMINATION OF EMPLOYMENT.

(a) If a Participant's employment with the Company terminates by reason of
retirement on or after attainment of age 65, death, Disability or is terminated
by the Company without Cause, or for any other reason specifically approved in
advance by the Committee, the Participant shall be entitled to receive the
Incentive Bonus for such fiscal year prorated for the number of days during the
fiscal year in which such Participant was employed. Any such amount shall be
paid to the Participant at the same time and in the same manner as such amount
would have been paid to the Participant had the Participant continued to be
employed with the Company through the applicable payment date.

(b) If a Participant's employment with the Company terminates for any
reason other than as provided in Section 7(a), he or she shall forfeit any right
to receive an Incentive Bonus for the applicable fiscal year in which the
termination occurs.

8. NO RIGHT TO BONUS OR CONTINUED EMPLOYMENT. Neither the establishment
of the Plan, the provision for or payment of any amounts hereunder nor any
action of the Company, the Board or the Committee with respect to the Plan shall
be held or construed to confer upon any person (a) any legal right to receive,
or any interest in, an Incentive Bonus or any other benefit under the Plan or
(b) any legal right to continue to serve as an officer or employee of the
Company or any subsidiary or affiliate of the Company. The Company expressly
reserves any and all rights to discharge any Participant without incurring
liability to any person under the Plan or otherwise. Notwithstanding any other
provision hereof and notwithstanding the fact that Pre-Tax Income has been
achieved or the individual Incentive Bonus amounts have been determined, such
amounts shall not be earned and the Company shall have no obligation to pay any
Incentive Bonus hereunder unless and until the Committee expressly certifies
such Incentive Bonus amounts in writing.

9. WITHHOLDING. The Company shall have the right to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
applicable federal, state, local or foreign withholding tax requirements imposed
with respect to the payment of any Incentive Bonus, including any amount of FICA
taxes required to be withheld pursuant to Section 3121(v) of the Code, with
respect to any amounts deferred hereunder.

10. NONTRANSFERABILITY. Except as expressly provided by the Committee,
the rights and benefits under the Plan are personal to a Participant and shall
not be subject to any voluntary or involuntary alienation, assignment, pledge,
transfer or other disposition, other than by will or the laws of descent and
distribution.

11. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall have
no obligation to reserve or otherwise fund in advance any amounts that are or
may in the future become payable under the Plan. Any funds that the Company,
acting in its sole and absolute discretion, determines to reserve for future
payments under the Plan may be commingled with other funds of the Company and
need

A-4

not in any way be segregated from other assets or funds held by the Company. A
Participant's rights to payment under the Plan shall be limited to those of a
general creditor of the Company.

12. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.

(a) Subject to the approval of the Plan by the stockholders of the Company,
the Plan shall become effective on January 1, 2007. The Company reserves the
right, by action of the Committee, to terminate the Plan at any time. Subject to
such earlier termination, the Plan shall have a term of ten years from its
effective date and shall expire on December 31, 2016. Notwithstanding the
immediately preceding sentence, the Incentive Bonuses to be earned by
Participants for the 2016 fiscal year shall be calculated and certified by the
Committee in due course after the Plan's expiration and, unless deferred by the
Participant, paid to each applicable Participant in a lump sum as soon as
practicable following such determination, but in no event shall such payment be
made later than March 15, 2017. To the extent that Incentive Bonuses are
deferred hereunder, such amounts will continue to be deferred in accordance with
the rules and procedures established by the Committee for Incentive Bonus
deferrals beyond the expiration of the Plan.

(b) The Committee may, at any time and from time to time, alter, amend or
suspend the Plan in whole or in part. No amendment shall be effective prior to
approval by the Company's stockholders to the extent that such approval is
required by Section 162(m) of the Code or is otherwise required by law.

13. GOVERNING LAW. The validity, interpretation and effect of the Plan,
and the rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of the State of Delaware, other than the choice of law
rules thereof.

A-5

W. R. BERKLEY CORPORATION

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
W. R. BERKLEY CORPORATION

The undersigned stockholder of W. R. BERKLEY CORPORATION hereby
appoints EUGENE G. BALLARD and IRA S. LEDERMAN, and either of them, the true and
lawful agents and proxies of the undersigned, with full power of substitution to
each of them, to vote all shares of common stock which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders to be held at the
executive offices of the Company, 475 Steamboat Road, Greenwich, Connecticut, on
May 16, 2006 at 3:00 p.m., and at any adjournment of such meeting.

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

See reverse for voting instructions.

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

--PLEASE DETACH HERE--

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 and 4.

1. ELECTION OF DIRECTORS:

01 William R. Berkley 03 Philip J. Ablove
02 George G. Daly 04 Mary C. Farrell

[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
except as marked to the to vote for all
contrary below nominees listed

INSTRUCTION: To withhold authority to vote for any indicated nominee, write the
number(s) of the nominee(s) in the box provided to the right [ ]

FOR AGAINST ABSTAIN
2. To approve the W. R. Berkley [ ] [ ] [ ]
Corporation 2007 Annual Incentive
Compensation Plan

FOR AGAINST ABSTAIN
3. To approve and adopt an amendment [ ] [ ] [ ]
to the Company's Restated Certificate of
Incorporation to increase the authorized
number of shares of common stock from
300,000,000 to 500,000,000

FOR AGAINST ABSTAIN
4. To ratify the appointment of [ ] [ ] [ ]
KPMG LLP as the independent registered
public accounting firm for W. R. Berkley
Corporation for the fiscal year ending
December 31, 2006

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting.

Address change? Mark box [ ]
Indicate changes below:

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement for the 2006 Annual Meeting and the Annual Report for the fiscal
year ended December 31, 2005.

DATE, SIGN AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.

Date_______________________

[ ]
Signature(s) in Box
Please sign your name or names exactly as printed opposite. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title as such. Joint owners should each sign. DATE, SIGN
AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.