BERKLEY W R CORP — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2012-05-22

Reporting Person: BERKLEY WILLIAM R (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Common Stock	A	3000	—	Acquired	6591822	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8913016	Indirect
Common Stock	8724542	Indirect
Common Stock	346145	Indirect
Common Stock	773115	Indirect
Common Stock	250000	Indirect
Common Stock	60553	Indirect

Footnotes

F1: Represents award granted pursuant to the terms of the W. R. Berkley Corporation 2009 Directors Stock Plan.

F2: Includes 1,573,125 restricted stock units, 973,125 of which have vested (the receipt of which have been deferred) and the balance of which are scheduled to vest as follows: 300,000 on December 17, 2012; and 300,000 on March 2, 2015. Also reflects the distribution of 368,066 shares of common stock from the William R. Berkley 2009 GRAT No. 3 to the Reporting Person and the distribution of 290,300 shares of common stock from the William R. Berkley 2009 GRAT No. 3 to its beneficiary, both of which distributions were made since the date of the Reporting Person's last report.