BERKLEY W R CORP — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKLEY W R CORP (WRB)
CIK: 0000011544
Period of Report: 2011-12-30

Reporting Person: LEDERMAN IRA S (SVP, General Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	M	10000	$11.39	Acquired	142055	Direct
2011-12-30	Common Stock	F	3305	$34.46	Disposed	138750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Employee Stock Option (Right to Buy)	$11.39	M	10000	Disposed	2012-04-03	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70493	Indirect
Common Stock	73797	Indirect

Footnotes

F1: This stock option grant, dated April 3, 2002, was originally reported as covering 15,000 shares with an exercise price of $57.67 and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006.

F2: Represents payment of exercise price by delivering such shares incident to the exercise of the stock option grant.

F3: Includes 128,750 restricted stock units, 78,750 of which have vested (the receipt of which has been deferred), and the balance of which are scheduled to vest as follows: 25,000 on December 17, 2012; and 25,000 on March 2, 2015.

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