BERKLEY W R CORP — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2012-02-02

Reporting Person: PATAFIO CLEMENT P (VP - Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	M	30377	$11.39	Acquired	134545	Direct
2012-02-02	Common Stock	S	17162	$36.2921	Disposed	117383	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Employee Stock Option (Right to Buy)	$11.39	M	30377	Disposed	2012-04-03	Common Stock (30377)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.22 to $36.33, inclusive. The reporting person undertakes to provide to W. R. Berkley Corporation, any security holder of W. R. Berkley Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F2: Includes 53,813 restricted stock units, 29,813 of which have vested (the receipt of which has been deferred), and the balance of which are scheduled to vest as follows: 12,000 on December 17, 2012; and 12,000 on March 2, 2015.

F3: This stock option grant, dated April 3, 2002, was originally reported as covering 6,000 shares with an exercise price of $57.67 per share and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006.

F4: Stock option grant vested in four equal installments on April 3, 2005, April 3, 2006, April 3, 2007 and April 3, 2008.