Exhibit 10.1

W. R. BERKLEY CORPORATION

DEFERRED COMPENSATION PLAN FOR OFFICERS

AS AMENDED AND RESTATED DECEMBER 3, 2007

Section 1. Effective Date

This Plan was created as a spin-off from the W. R. Berkley Corporation Deferred Compensation Plan for Officers, as adopted September 1, 1986, and subsequently amended effective on January 1, 1989, January 1, 1991, and January 1, 2004 (the “Prior Plan”). On December 3, 2007, the Plan was amended and restated for purposes of complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The Plan, as so amended and restated, shall apply only to amounts deferred with respect to calendar years 2005 and thereafter, and the Prior Plan shall govern all prior deferrals.

Section 2. Eligibility

Any officer of W. R. Berkley Corporation (the “Company”), or any President or Executive Vice President of any subsidiary or any officer of any subsidiary whose base salary is greater than or equal to $130,000, is eligible to participate in the Plan.

Section 3. Amount of Deferral

Prior to the beginning of each calendar year, a Participant may elect to defer receipt of:

(a) all or a portion of the Bonus Pay Compensation payable to the Participant for that year;

(b) all or a portion of the Base Salary of the Participant for that year;

                               and/or

(c) all or part of the Profit Sharing Excess Contributions (as defined below). For the purposes hereof, a Participant’s “Profit Sharing Excess Contributions” for any year means the excess of (a) the contributions that would be made by the Company to the W. R. Berkley Corporation Profit Sharing Plan (the “Profit Plan”) on behalf of the Participant for such year (exclusive of any pre-tax ( 401(k) ) contributions), without taking into account the Profit Plan’s limitations on a participant’s earnings and maximum annual additions under Sections 401(a) (17) and 415 of the Internal Revenue Code, over (b) the actual amount of Company contributions (exclusive of pre-tax ( 401(k) ) contributions) allocated to the Participant under the Profit Plan for such year.

All amounts deferred will be classified as “Deferred Compensation”.

Section 4. Type of Plan

The Plan is a non-qualified voluntary deferred compensation type of plan.

Section 5. Funding

The Company will not fund the amount of any Participant’s Deferred Compensation. The amount of Deferred Compensation is secured only by the Company’s promise to pay it from the assets of the Company

Section 6. Investment Income

A reasonable rate of interest will be credited to a Participant’s account, from the date of the deferral, and will be compounded quarterly. The interest rate will be established by the Compensation Committee of the Board of Directors prior to the beginning of each year.

Section 7. Deferral Period

A Participant may elect to defer his/her Bonus Pay Compensation and/or his/her Base Salary and/or his/her Excess Profit Sharing Contribution until the earlier of (a) a specified year in the future and (b) his/her “separation from service” with the Company (as such term is defined in Treasury Regulation § 1.409A- 1(h) and hereinafter referred to as a “Separation from Service”) (or if such Participant is a “specified employee” (as such term is defined in Treasury Regulation § 1.409A- 1(i) ), the six-month anniversary of such Separation from Service). The actual payment will be made or will commence within sixty days after the date specified or the actual date of Separation from Service, or if applicable, after the six-month anniversary of such Separation from Service.

Section 8. Form of Payment

A Participant may elect to receive his/her Deferred Compensation under the Plan in either a lump sum or in annual installments (not to exceed five), as specified by the Participant at the time the election to defer is made.

Section 9. Death Prior to Receipt

In the event that a Participant dies prior to receipt of any or all of the amounts payable to him/her pursuant to this Plan, any amounts that are then credited as Deferred Compensation will be paid to his/her designated beneficiary in a lump sum within sixty days following the Company’s notification of the Participant’s death. Such payment shall be made no later than the later of (i) the last day of the year in which death occurred and (ii) the 15th day of the third calendar month following the date of such death. In the event the Company is not notified of the Participant’s death at least sixty (60) days prior to the later of such dates, the Participant’s Deferred Compensation hereunder shall continue to be paid in accordance with Sections 7 and 8 hereof. The Participant (or his/her designated beneficiary or estate) shall not be permitted, directly or indirectly, to designate the taxable year of the payment.

At the time the election to defer is made, a Participant may designate a beneficiary under this Plan. The Participant may change the beneficiary by writing to the General Counsel of the Company. If a beneficiary is not named, the value of the Participant’s Deferred Compensation Account will be paid to his/her estate.

Section 10. Effect of Election

An election to defer Compensation for any year will be irrevocable once the term to which it applies has commenced, and can be revoked only due to an “unforeseeable emergency” (as such term is defined in Treasury Regulation § 1.409A- 3(i)(3) ), as determined by the Compensation Committee of the Board of Directors of the Company.

Section 11. Participant’s Rights Unsecured

The right of any Participant to receive future payments under the provisions of the Plan will be an unsecured contractual claim against the general assets of the Company. The Plan will not be funded. The Company will not be required to establish any special or separate fund or to make any segregation of assets to assure the payment of any amounts under the Plan.

Section 12. Statement of Account

Statements will be sent to each Participant by February 15th each year as to the value of his/her Deferred Compensation Account as of the end of the preceding December.

Section 13. Assignability

No right to receive payments hereunder will be transferable or assignable by a Participant, except by will or by the laws of descent and distribution.

Section 14. Administration

This Plan will be administered on a day-to-day basis on behalf of the Compensation Committee of the Board of Directors of the Company by the General Counsel of the Company, who will have the authority to adopt rules and regulations for carrying out the Plan. The Compensation Committee of the Board of Directors of the Company will have the authority to interpret, construe and implement the provisions of the Plan and to prescribe the form of the request for deferral of compensation under the Plan.

Section 15. Amendment/Termination

This Plan may at any time or from time to time be amended, modified or terminated by the Board of Directors of the Company; provided, however, that any termination of the Plan must comply with the requirements of Treasury Regulation § 1.409A- 3(j)(4)(ix) . No amendment, modification or termination will, without the consent of the Participant, adversely affect any amounts credited to such Participant’s

Deferred Compensation Account; unless the Board determines, in its sole discretion, that such amendment, modification or termination is appropriate or necessary to cause this Plan to comply with Section 409A (including the distribution requirements thereunder) or any Deferred Compensation to be exempt from the tax penalty under Section 409A(a)(1)(B).

Section 16. Tax Treatment

Deferred Compensation and credited interest are taxed as ordinary income when payment is actually received. Distributions received from the Plan are not eligible for favorable tax treatment or rollovers as permitted under qualified plans.

Section 17. Other Benefits

The computation and basis for other Company provided benefits may be affected if a Participant elects to defer a portion of his/her Base Salary.

W. R. BERKLEY CORPORATION
DEFERRED COMPENSATION PLAN FOR OFFICERS
ELECTION FORM

In accordance with and subject to the W. R. Berkley Corporation Deferred Compensation Plan for Officers (the “Plan”), I hereby request to defer the receipt of compensation for the year ending December 31, ______ , as follows:

Amount of Bonus Pay to be Deferred:
		(a) ALL (100%)		OR
		(b)                      % (multiples of 10%)		OR
		(c) $                      (multiples of $1,000)
Amount of Base Salary to be Deferred:
		(a) ALL (100%)		OR
		(b)                      % (multiples of 10%)		OR
		(c) $                      (multiples of $1,000)
Amount of Excess Profit Sharing Contribution to be Deferred:
		(a) ALL 100%		OR
		(b)                      % (multiples of 10%)		OR
		(c) $                      (multiples of $1,000)
Period of Deferral:
		(a) Year in which payments should be made or commence (not later than my Separation from Service
		(as defined in the Plan)                      OR
		(b) Until my Separation from Service
Form of Distribution:
		Lump sum		OR
		Annual installments
		(not to exceed 5)

      A Participant should contact his/her Tax Advisor prior to making an election to defer compensation.

      I have received a copy of the Plan. I understand that, in the event of my death prior to receipt of all amounts payable to me pursuant to the Plan, the amount credited to my Deferred Compensation Account will be paid to my designated beneficiary in the form of a lump sum.

Beneficiary Name						Officer Name
Address						Address
Beneficiary						Officer
Social Security No.						Social Security No.
						Date
Signature of Officer

Exhibit 10.2

Final Version

W. R. BERKLEY CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
AS AMENDED AND RESTATED DECEMBER 3, 2007

Section 1. Effective Date; Purpose

The effective date of this Plan is May 3, 2005 (the “Effective Date”). This Plan was created as a spin-off from the W. R. Berkley Corporation Deferred Compensation Plan for Directors, as adopted March 7, 1996 (the “Original Deferral Plan”) to allow members of the Board of Directors (the “Board”) of W. R. Berkley Corporation (the “Company”) to defer their compensation for the calendar years 2005 and beyond, and was amended and restated December 3, 2007 (the “Restatement Date”). Accordingly, as of the Effective Date, deferral elections made under the Original Deferral Plan and deferral accounts established under the Original Deferral Plan with respect to 2005 director compensation (“2005 Compensation”) have been transferred to this Plan and shall be governed under the terms of this Plan. The terms of the Plan effective as of the Restatement Date shall govern all deferrals made hereunder with respect to calendar years 2005 and thereafter, including deferrals under the Original Deferral Plan as provided herein.

Section 2. Eligibility

Any member of the Board, including any person otherwise participating in the W. R. Berkley Corporation Deferred Compensation Plan for Officers, is eligible to participate in the Plan.

Section 3. Deferral Election

Prior to the beginning of each calendar year, each member of the Board may elect to defer receipt of all or a portion of the retainer and/or meeting fees otherwise payable to such person for that year on account of serving on the Board.

Notwithstanding the foregoing, for the calendar year in which a person first becomes a member of the Board, such person may elect, not later than thirty days after the date such person first becomes a member of the Board to defer the receipt of all or a portion of the retainer and/or meeting fees otherwise payable to such person for serving on the Board subsequent to the date of making such election through December 31st of such year.

Members of the Board who choose to defer amounts pursuant to this Section 3 will be “Participants” including any such member who elected to defer his or her 2005 Compensation pursuant to the Original Deferral Plan. All amounts deferred hereunder, as increased or decreased as a result of the deemed investment of such amounts pursuant to Section 6 herein, will be classified as “Deferred Compensation.”

Section 4. Type of Plan

The Plan is a non-qualified voluntary deferred compensation plan. The Plan is not intended to be subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). To the extent the Plan is determined to be so subject, it is intended, to the extent that any

Participant is otherwise an employee of the Company or of any subsidiary to constitute a “plan which is unfunded and is maintained by the employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees,” as such phrase is used in ERISA, and the terms of the Plan shall be interpreted consistent with such intent.

Section 5. No Funding; Participant’s Rights Unsecured

The Company will not fund the amount of any Participant’s Deferred Compensation. The amount of each Participant’s Deferred Compensation will be separately accounted for in the bookkeeping records of the Company by setting up for each Participant a Deferred Compensation account (“Deferred Compensation Account”).

The amount of Deferred Compensation is secured only by the Company’s promise to pay it from the assets of the Company and Participants will have the status of general unsecured creditors of the Company with respect to their Deferred Compensation. The Company will not be required to establish any special or separate fund or to make any segregation of assets to assure the payment of any amounts under the Plan.

Section 6. Deemed Investment of Deferred Compensation

Within thirty calendar days following the Effective Date, Participants may elect to have all or a portion of their Deferred Compensation for 2005 deemed invested in the common stock of the Company, $0.20 par value per share (the “Stock”) (the “Stock Investment”). Thereafter, at the time an initial election to defer director compensation for any calendar year hereunder is made, a Participant may elect to have his or her Deferred Compensation (i) credited with a reasonable rate of interest (the “Interest Investment”) or (ii) deemed invested in the Stock. Deferred Compensation shall be credited with a reasonable rate of interest (compounded quarterly) or deemed invested in Stock at the fair market value of the Stock, as elected by the Participant, commencing on the first day of the month following the date of the initial deferral date until the distribution date. If no investment election is made by a Participant, such Participant’s Deferred Compensation shall automatically be deemed invested in the Interest Investment. The interest rate which shall apply under the Interest Investment with respect to each year shall be such rate of interest which is in effect for such year under Section 6 of the W. R. Berkley Corporation Deferred Compensation Plan for Officers, as amended and restated December 3, 2007. On each date that dividends are paid (each a “Dividend Payment Date”) on shares of Stock with respect to which the record date (the “Record Date”) occurs during the deferral period, the Company will credit to an account for the Participant an amount equal to the dividend paid on a share of the Stock multiplied by the number of shares of Stock into which such Participant’s Deferred Compensation is deemed invested as of such Record Date. These dividend equivalent amounts shall be deemed invested in the Interest Investment until payment of the Deferred Compensation to the Participant as provided in Section 6 herein. Any remaining dividend equivalent amounts subsequently credited to the account of a Participant with respect to a Record Date that occurs during the deferral period but for which the Dividend Payment Date occurs following the deferral period, shall be paid to the Participant on the next March 31, June 30, September 30 or December 31, whichever is closer, immediately following such Dividend Payment Date.

Section 7. Deferral Period

Each Participant may elect to defer the receipt of his/her Deferred Compensation until a specified date or dates in the future, but not later than such person’s “separation from service” with the Company (as such term is defined in Treasury Regulation § 1.409A-1(h), and hereinafter referred to as a “Separation from Service”). A separate such election will be made with respect to that portion of his/her Deferred Compensation attributable to retainer and/or meeting fees otherwise deferred with respect to each separate year. The actual payment of the Deferred Compensation will be made or will commence on the earlier of (i) the specified date and (ii) the date (the “Final Distribution Date”) of such Participant’s Separation from Service (or if such Participant is a “specified employee,” as such term is defined in Treasury Regulation § 1.409A-1(i), the six-month anniversary of such Separation from Service), or as soon as reasonably practicable following such specified date or Final Distribution Date. In no event shall any such payment of Deferred Compensation begin later than the later of (i) the last day of the year in which the specified date or Final Distribution Date, as applicable, occurs and (ii) the 15 ^th day of the third calendar month following the specified date or Final Distribution Date, as applicable. In any event, the Participant shall not be permitted, directly or indirectly, to designate the taxable year of the payment.

Section 8. Form of Payment

A Participant may elect to receive his/her Deferred Compensation in either a lump sum payment or in annual installment payments (not to exceed five), on the date or dates specified by the Participant at the time the election to defer is made. Installment payments shall begin on the date elected by the Participant and thereafter shall be made in annual installments on the anniversaries of the initial distribution date. Payments of Deferred Compensation made on account of a Separation from Service shall be made in a lump sum. Deferred Compensation deemed invested in the Interest Investment at the time of payment shall be paid in cash and Deferred Compensation deemed invested in the Stock Investment at the time of payment shall be paid in (i) cash, (ii) whole shares of Stock rounded down to the nearest whole share with the remainder paid in cash or (iii) any combination of cash and Stock, in each case as determined by the Company.

Section 9. Death Prior to Receipt

Notwithstanding anything herein to the contrary, in the event that a Participant dies prior to receipt of any or all of the amounts payable to him/her pursuant to this Plan, any amounts that are then credited as Deferred Compensation will be paid to his/her designated beneficiary in a lump sum upon the Company’s notification of the Participant’s death. Such payment shall be made no later than the later of (i) the last day of the year in which death occurred and (ii) the 15 ^th day of the third calendar month following the date of such death. In the event the Company is not notified of the Participant’s death at least twenty (20) days prior to the later of such dates, the Participant’s Deferred Compensation hereunder shall continue to be paid in accordance with Sections 7 and 8 hereof. The Participant (or his/her designated beneficiary or estate) shall not be permitted, directly or indirectly, to designate the taxable year of the payment.

At the time the election to defer is made, a Participant may designate a beneficiary under this Plan. The Participant may change the beneficiary by writing to the General Counsel of the Company. If a beneficiary is not named, the value of the Participant’s Deferred Compensation Account will be paid to his/her estate.

Section 10. Effect of Election

An election to defer director compensation hereunder for any year will be irrevocable once the year to which it applies has commenced, and, except as provided in Section 9 above or in Section 11 below, the amounts deferred hereunder shall not be paid earlier than the distribution date or dates elected by the Participant, or upon the Final Distribution Date, if earlier.

Section 11. Accelerated Payment upon Unforeseeable Emergency

Notwithstanding anything herein to the contrary, a Participant may petition the Compensation and Stock Option Committee of the Board (the “Compensation Committee”) for a distribution with respect to his or her Deferred Compensation on account of an “unforeseeable emergency” (an “Unforeseeable Emergency”), as defined in Treasury Regulation § 1.409A-3(i)(3); provided that such a distribution shall be allowed only to the extent it complies with the distribution requirements set forth therein. Upon such petition by a Participant and the approval of such application by the Compensation Committee, the Company shall distribute to the Participant as soon as practicable following such approval only the amount of Deferred Compensation necessary to satisfy such Unforeseeable Emergency; provided , however , that in no event may such amount exceed the balance of all of the Deferred Compensation Accounts identified to such Participant; and further provided , however , that no Participant requesting a distribution for an Unforeseeable Emergency shall have any involvement in making the determination to approve such distribution on the part of the Compensation Committee. Distributions made on account of an Unforeseeable Emergency shall reduce the amounts credited to a Participant’s Deferred Compensation Account.

Section 12. Redeferral Election

Upon application by a Participant, the Company may, in its sole discretion, allow for a redeferral election whereby all or a portion of the Deferred Compensation may be further deferred for no less than an additional five (5) years from the distribution date in effect for such Deferred Compensation immediately prior to such redeferral election, but no later than the Final Distribution Date, upon such terms and conditions that the Company deems appropriate to ensure that the amounts subject to redeferral are not taxable to the Participant until the time of actual distribution; provided, however, that (i) an election to redefer all or a portion of such Deferred Compensation must be made at least twelve months prior to the distribution date for such Deferred Compensation in effect immediately prior to the redeferral election, and (ii) such an election shall not take effect until the twelve-month anniversary of the date on which it is made.

Section 13. Statement of Account

Statements will be sent to each Participant by February 15th each year as to the value of his/her Deferred Compensation Account as of the end of the preceding December.

Section 14. Assignability

No right to receive payments hereunder will be transferable or assignable by a Participant, except by will or by the laws of descent and distribution.

Section 15. Administration

This Plan will be administered on a day-to-day basis on behalf of the Compensation Committee by the General Counsel of the Company, who will have the authority to adopt rules and regulations for carrying out the Plan. The Compensation Committee will have the authority to interpret, construe and implement the provisions of the Plan and to prescribe the form of the request for deferral of compensation under the Plan. Notwithstanding the foregoing, in the case of any Participant who is also a member of the Compensation Committee, such person shall not participate in any action by the Compensation Committee which affects only such individual Participant’s rights under the Plan.

Section 16. Amendment/Termination

This Plan may at any time or from time to time be amended, modified or terminated by the Board; provided , however , that any termination of the Plan must comply with the requirements of Treasury Regulation § 1.409A-3(j)(4)(ix). No amendment, modification or termination will, without the consent of the Participant, adversely affect any amounts credited to such Participant’s Deferred Compensation Account; unless the Board determines, in its sole discretion, that such amendment, modification or termination is appropriate or necessary to cause this Plan to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (including the distribution requirements thereunder), or any Deferred Compensation to be exempt from the tax penalty under Section 409A(a)(1)(B) of the Code.

Section 17. Tax Treatment

Deferred Compensation is taxed as ordinary income when payment is actually received. Distributions received from the Plan are not eligible for favorable tax treatment or rollovers as permitted under qualified plans.

Section 18. Other Benefits

The compensation and basis for other Company provided benefits in the case of any member of the Board who is also an employee of the Company or of any affiliate may be affected if a Participant elects to defer a portion of his/her retainer and/or meeting fees.

W. R. BERKLEY CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
ELECTION FORM

In accordance with and subject to the W. R. Berkley Corporation Deferred Compensation Plan for Directors (the “Plan”), I hereby request to defer the receipt of my annual retainer and/or meeting fees for the year ending December 31, ___, as follows:

Amount to be Deferred:
I.		Annual Retainer:
		(a)		ALL (100%), OR
		(b)		$___(multiples of $1,000)
II.		Meeting Fees:
		(a)		ALL (100%), OR
		(b)		$___(multiples of $1,000)
Deemed Investment
I.		Stock Investment
		(a)		ALL (100%), OR
		(b)		$___(multiples of $1,000)
II.		Interest Investment
		(a)		ALL (100%), OR
		(b)		$___(multiples of $1,000)
Period of Deferral:
		(a)		Indicate Date on which payments should be made or commence (not later than the date of my Separation from Service with
				W. R. Berkley Corporation (as such term is used in Section 409A of the Code)                      (Date), OR
		(b)		Until the date of my Separation from Service with W. R. Berkley Corporation
Form of Distribution:

		Lump sum, OR
		Annual installments		(not to exceed 5 — annual installments will be distributed on the anniversaries of the initial
				distribution date selected above)

A Participant should contact his/her tax advisor prior to making an election to defer his/her annual retainer and/or meeting fees. I have received a copy of the Plan. I understand that, in the event of my death prior to receipt of all amounts payable to me pursuant to the Plan, the amount credited to my Deferred Compensation Account will be paid to my designated beneficiary in the form of a lump sum.

Beneficiary Name				Participant Name
Address				Address
Beneficiary				Participant
Social Security No.				Social Security No.
				Date
Signature of Participant

Exhibit 10.3

SUPPLEMENTAL BENEFITS AGREEMENT
Amended and Restated as of December 17, 2007

          This SUPPLEMENTAL BENEFITS AGREEMENT is dated as of August 19, 2004, and is entered into by and between W. R. Berkley Corporation, a Delaware corporation (the “Company”), and William R. Berkley (“Executive”).

          WHEREAS, Executive currently serves as the Company’s Chief Executive Officer and as the Chairman of the Board;

          WHEREAS, each of Executive and the Company wish to enter into an agreement (this “Agreement”) providing for certain benefits upon Executive’s retirement as the Company’s Chief Executive Officer, subject to the terms and conditions contained herein;

          WHEREAS, this Agreement was entered into as of August 19, 2004, at which time Executive became earned and vested in, and entitled to a legally binding right to, certain payments and benefits hereunder;

          WHEREAS, pursuant to Treasury Regulation § 1.409A-6(a)(3)(i), Section 409A of the Code does not apply with respect to amounts deferred prior to January 1, 2005; to wit, in the case of the Retirement Benefit, the Gross-Up Payment, and the continued health benefits (each a payment of a non-account balance plan under Section 409A of the Code) under this Agreement, the present value of the amount to which the Executive would have been entitled hereunder upon a voluntary termination for any reason on December 31, 2004, and in the case of the perquisites (part of a separate plan under Section 409A of the Code), the right to the in-kind benefits as of December 31, 2004;

          WHEREAS, all payments and benefits under this Agreement, other than (i) the increase in the present value of the Retirement Benefit after December 31, 2004, and (ii) the Gross-Up Payment, are grandfathered from the application of Section 409A of the Code pursuant to the operation of Treasury Regulation § 1.409A-6(a)(3)(i);

          WHEREAS, the Gross-Up Payment complies with Section 409A of the Code;

          WHEREAS, the Company and Executive wish to amend this Agreement effective as of December 17, 2007, only with respect to the Retirement Benefit, in order that the calculation, determination, and payment of such Retirement Benefit be in all respects compliant with the requirements of Section 409A of the Code; and

          WHEREAS, the amendments to this Agreement effective as of December 17, 2007, are being made for the sole purpose of making the Retirement Benefit compliant with Section 409A of the Code (and therefore do not constitute a material modification of any part of this Agreement under Section 409A of the Code), and shall in no way amend or affect the calculation, determination, distribution, or provision of, any payments or benefits hereunder other than the Retirement Benefit.

          NOW, THEREFORE, the parties hereto agree as follows:

           Section 1. Definitions.

          “Auditors” shall have the meaning set forth in Section 3 hereof.

          “Benefit Calculation Date” means the earliest to occur of (i) October 31, 2013, (ii) the date of Executive’s Qualifying Termination, and (iii) the date of a Change in Control.

          “Benefit Commencement Date” means the earliest to occur of (i) October 31, 2013, (ii) the date of Executive’s death, and (iii) the date of a Change in Control.

          “Board” means the Company’s Board of Directors.

          “Cause” means (i) Executive is convicted of, or pleads guilty or no contest to any felony; or (ii) Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties to the Company, resulting, in either case, in material economic harm to the Company. For purposes of clause (ii) above, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

          “Change in Control” means any transaction that constitutes either (i) a change in the ownership of the Company within the default meaning under Treasury Regulation Section 1.409A-3(i)(5)(v) (i.e., the acquisition by a person or group of persons of stock of the Company constituting more than 50% of the total fair market value or total voting power of the stock of the Company), (ii) a change in the effective control of the Company within the default meaning under Treasury Regulation Section 1.409A-3(i)(5)(vi) (i.e., either (x) the acquisition by a person or group of persons of stock of the Company possessing 30% or more of the total voting power of the stock of the Company or (y) the replacement during any 12-month period of a majority of the members of the Board by members whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election), or (iii) a change in the ownership of a substantial portion of the Company’s assets within the default meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii) (i.e., the acquisition by a person or group of persons of assets from the Company that have a total gross fair market value equal to or greater than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition).

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Final Average Five-Year Compensation” means the average of Executive’s base salary and regular annual bonus (excluding any amounts paid under the Company’s Long-Term Incentive Plan), earned in respect of each of the five fiscal years of the Company prior to the fiscal year in which the Benefit Calculation Date occurs.

          “Good Reason” means, in each case without Executive’s consent, (i) any change in Executive’s title (including his position as Chairman of the Board) or any diminution in

Executive’s authority or responsibility; (ii) the assignment of duties or responsibilities that are inconsistent in any material respect with Executive’s position or status as Chief Executive Officer of the Company; (iii) a reduction by the Company in Executive’s rate of annual base salary or a material reduction in the value of Executive’s annual bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time thereafter; (iv) any requirement of the Company that Executive be based anywhere more than twenty (20) miles from the office where Executive is located as of the date hereof; or (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor, as contemplated in Section 8 hereof.

          “Gross-Up Payment” shall have the meaning set forth in Section 3 hereof.

          “Highest Average Three-Year Compensation” means the greatest three fiscal year average of Executive’s base salary and regular annual bonus earned in respect of each such fiscal year (excluding any amounts paid under the Company’s Long-Term Incentive Plan), determined by using any three consecutive fiscal years over the ten fiscal year period prior to the year in which the Benefit Calculation Date occurs.

          “Make-up Account” means a notional account which, during the period commencing upon the date of a Qualifying Termination and ending on the Benefit Commencement Date, shall be credited on each monthly anniversary of the date of such Qualifying Termination with an amount equal to one twelfth ( ¹ / _12th ) of the Retirement Benefit plus interest on the balance in such account at the interest rate then in effect under Section 6 of the W. R. Berkley Corporation Deferred Compensation Plan for Officers, as amended and restated December 3, 2007. For purposes of clarity, in the event the Benefit Calculation Date and the Benefit Commencement Date occur on the same date, Executive shall not be entitled to a Make-up Account.

          “Parachute Tax” shall have the meaning set forth in Section 3 hereof.

          “Payment” shall have the meaning set forth in Section 3 hereof.

          “Qualifying Termination” means the earliest to occur of (i) Executive’s resignation from employment as Chief Executive Officer of the Company for any reason; (ii) any termination of Executive’s employment by the Company other than for Cause; provided, however, that, in each case, Executive shall not be required to resign from his position as Chairman of the Board following any termination of employment in order for a Qualifying Termination to occur; or (iii) termination of Executive’s employment by reason of his death.

          “Restricted Period” means the period commencing on the date of Executive’s resignation from employment as Chief Executive Officer without Good Reason and ending on the second anniversary thereof.

          “Retirement Benefit” means an annual benefit equal to the greater of (i) $1,000,000, or (ii) fifty percent (50%) of Highest Average Three-Year Compensation, which in the case of clause (ii) shall in no event exceed one hundred fifty percent (150%) of Final Average Five-Year Compensation.

           Section 2. Benefits.

          (a) Retirement Benefit . Within thirty (30) days following the Benefit Commencement Date, Executive shall be paid the first annual Retirement Benefit, plus a lump sum amount equal to the accrued balance in the Make-up Account, if any. Thereafter, Executive shall be paid the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of his life. Upon Executive’s death, and if Executive’s spouse has not predeceased him, Executive’s spouse shall thereafter be entitled to receive, in lieu of the full Retirement Benefit that would have been payable to the Executive absent his death, fifty percent (50%) of the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of her life (and in the event that the Benefit Commencement Date occurred as a result of Executive’s death, Executive’s spouse shall also receive within thirty (30) days following the Executive’s death a lump sum payment equal to the sum of (i) fifty percent (50%) of the annual Retirement Benefit and (ii) the accrued balance in the Make-up Account, if any). Notwithstanding the foregoing, within ten (10) business days following the Benefit Commencement Date, Executive may elect for him and his spouse to receive, in lieu of the yearly Retirement Benefit set forth in this Section 2(a), an annual lifetime annuity benefit under a joint and survivor annuity based on the lives of Executive and his spouse that is the actuarial equivalent of one hundred percent (100%) of the yearly Retirement Benefits that would have otherwise been made to Executive and his spouse had no such election occurred. Notwithstanding anything herein to the contrary, in the event the Benefit Commencement Date occurs as the result of a Change in Control, Executive shall receive within thirty (30) days of such Change in Control, in lieu of the yearly Retirement Benefits provided by this Section 2(a), a lump sum amount equal to the actuarial present value of one hundred percent (100%) of the yearly Retirement Benefits that would have otherwise been made to Executive following a Benefit Commencement Date that was not a Change in Control. The following actuarial assumptions shall be applied for purposes of the preceding two sentences:

Mortality:		Based on the mortality rates under the 1994 Uninsured Pensioner Mortality Table (UP-94)

      Interest Rate: 6%

          (b) Continued Health Benefits . Following a Qualifying Termination, (i) for the remainder of Executive’s life, in the case of Executive, and for the remainder of his spouse’s life, in the case of Executive’s spouse, the Company shall provide Executive and Executive’s spouse with health insurance coverage with substantially the same level of benefits as provided to Executive and his spouse immediately prior to such Qualifying Termination; provided, that if Executive and/or his spouse become eligible to participate in any government provided health care coverage, Executive and/or his spouse shall participate in such coverage to the extent reasonably practicable, and, in such case, the level of benefits provided under this subsection (b) shall be reduced to avoid duplication of benefits. Notwithstanding the foregoing, following the date Executive and/or his spouse participate in such government provided coverage, Executive and/or his spouse shall have the right to elect not to use such government provided coverage with respect to any procedure if Executive and/or his spouse reasonably believe, in the Executive’s and/or the spouse’s discretion, that the same quality of care can not be provided through use of such coverage as the quality of care available through the Company provided coverage. Benefits provided to Executive and his spouse under this subsection (b) shall be paid by the Company;

provided, however, that with respect to Executive’s spouse, until such time that Executive’s spouse participates in the government health care coverage described above, Executive and/or his spouse shall be responsible for payment to the Company of an amount equal to any “co-pay” applicable to spouses of other employees of the Company receiving the same level of benefits.

          (c) Perquisites .

          (i) For the period commencing on a Qualifying Termination and ending on the latest to occur of (A) two (2) years following the date of such Qualifying Termination, (B) the date on which Executive ceases to serve as Chairman of the Board, or (C) the date upon which Executive ceases to provide consulting services to the Company, the Company shall provide Executive with:

            (1) continued use of the Company airplane, in a manner consistent with Executive’s historical use of such airplane prior to such Qualifying Termination; and

            (2) a car and driver at a level consistent with that provided to Executive prior to such Qualifying Termination.

          (ii) Following a Qualifying Termination, for so long as Executive requests, the Company shall provide Executive with office accommodations and support, which shall include computer and telecommunication office equipment (e.g., fax machine, copy machine, telephones, etc.), reasonable office supplies and full-time secretarial support in a manner consistent with the office accommodations and support provided to him prior to such Qualifying Termination.

           Section 3. Additional Payments.

          (a) If it is determined by a nationally recognized United States public accounting firm selected by the Company and approved in writing by Executive (the “Auditors”) that any payment or benefit made or provided to Executive in connection with this Agreement or otherwise (collectively, a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such Payment, an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposed upon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).

          (b) The federal tax returns filed by Executive (and any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a basis

consistent with the determination of the Auditors with respect to the Parachute Tax payable by Executive. Executive shall make proper payment of the amount of any Parachute Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and such other documents reasonably requested by the Company evidencing such payment. If, after the Company’s payment to Executive of the Gross-Up Payment, the Auditors determine in good faith that the amount of the Gross-Up Payment should be reduced or increased, or such determination is made by the Internal Revenue Service, then within ten business days of such determination, Executive shall pay to the Company the amount of any such reduction, or the Company shall pay to Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Company (with its counsel) that to do so would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time; and provided, further, that if Executive has prior thereto paid such amounts to the Internal Revenue Service, such refund shall be due only to the extent that a refund of such amount is received by Executive.

          (c) The fees and expenses of the Auditors (and any other legal and accounting fees) incurred for services rendered in connection with the Auditors’ determination of the Parachute Tax or any challenge by the Internal Revenue Service or other taxing authority relating to such determination shall be paid by the Company.

           Section 4. Non-Competition; Consulting during the Restricted Period.

          (a) Non-Competition . In the event that Executive resigns from employment without Good Reason, Executive covenants and agrees that during the Restricted Period, with respect to any State of the United States of America or any other jurisdiction in which the Company engages in business at the time of such termination, Executive shall not, directly or indirectly, individually or jointly, own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity that engages in activities that are materially competitive with the Company or its subsidiaries.

          (b) Blue Pencil . If any court of competent jurisdiction shall at any time deem the duration or the geographic scope of the provisions of subsection (a) above unenforceable, the other provisions of this Agreement shall nevertheless stand, and the duration and/or geographic scope set forth herein shall be deemed to be the longest period and/or greatest size permissible by law under, the circumstances, and the parties hereto agree that such court shall reduce the time period and/or geographic scope to permissible duration or size.

          (c) Injunctive Relief . Without intending to limit the remedies available to the Company, but subject to subsection (e) below, Executive acknowledges that a breach of any of the covenants contained in subsection (a) above may result in material irreparable injury to the Company or its subsidiaries for which there is no adequate remedy at law; that it will not be possible to measure damages for such injuries precisely; and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such actual or threatened breach of subsection (a) above, restraining Executive from

engaging in activities prohibited by subsection (a) above or such other relief as may be required specifically to enforce any of the covenants in hereof.

          (d) Consulting Arrangement . During the Restricted Period, Executive agrees to be reasonably available to provide consulting services, at the request of the Board, for not more than twenty (20) hours per month. In connection with any request for Executive’s services hereunder, the Board shall give reasonable notice to Executive prior to time such services are to be performed and shall accommodate the Employee’s other professional or personal commitments to the extent reasonably possible. Executive shall not be entitled to additional compensation or fees as a result of providing such services.

          (e) No Set-Off . A breach by Executive of subsections (a) or (d) above shall not affect the right of Executive or his spouse to receive and continue to receive the Retirement Benefit and the other benefits and perquisites described in Section 2 hereof, and the Company shall have no right of set-off against any such amounts.

           Section 5. Taxes.

          The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

           Section 6. Legal Fees.

          If any legal action or proceeding is commenced to enforce or interpret the provisions of this Agreement, or any plan, agreement or arrangement referenced in this Agreement, or to recover damages for breach thereof, all reasonable legal fees, disbursements, costs and expenses paid or incurred by Executive in connection with any such action or proceeding shall be paid or reimbursed by the Company, irrespective of the outcome thereof, provided that if such action or proceeding is initiated by Executive or in his name, Executive shall not be entitled to such payment or reimbursement if it is finally determined by a court of competent jurisdiction that such action or proceeding was frivolous and brought by Executive (or in his name) in bad faith.

           Section 7. No Mitigation.

          Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise and the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s other employment or otherwise.

           Section 8. Successors and Assigns.

          (a) This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the

same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place.

           Section 9. Waiver and Amendments.

          Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

           Section 10. Severability.

          In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

           Section 11. Governing Law.

          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

           Section 12. Section Headings.

          The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof, affect the meaning or interpretation of this Agreement or of any term or provision hereof.

           Section 13. Entire Agreement.

          This Agreement constitutes the entire understanding and agreement of the parties hereto regarding the subject matter of this Agreement and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating thereto.

           Section 14. Counterparts.

          This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

[Signatures to appear on the following page.]

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

		William R. Berkley
		/s/ William R. Berkley