2004 Long-Term Incentive Plan Performance Unit Award Agreement

W. R. Berkley Corporation

2004 Long-Term Incentive Plan
Performance Unit Award Agreement

          THIS AGREEMENT, effective ___, 20___, represents an Award of Performance Units by W. R. Berkley Corporation (the “Company”), to the Participant named below, pursuant to the provisions of the W. R. Berkley Corporation 2004 Long-Term Incentive Plan (the “Plan”). The value of the Performance Units will be determined based on the increase in the Company’s Book Value Per Share during the Performance Cycle, as determined below.

          The Plan provides a complete description of the terms and conditions governing the Performance Units. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

      1. General Grant Information. The individual named below has been selected to be a Participant in the Plan and receive a grant of Performance Units, as specified below:

      2. Performance Period. The Performance Period commences on ___, 20___, and ends on ___, 20___.

      3. Performance Measure. The Performance Measure, as specified above, is expressed in terms of the Company’s increase in Book Value Per Share.

      4. Value of a Performance Unit. Each Performance Unit shall have a value determined by adding together the Increase in Book Value Per Share for each fiscal year of the Performance Period and multiplying the resulting sum by ten (10); provided , however , that if the Increase in Book Value Per Share for a particular fiscal year is not a positive number, there will be no Increase in Book Value Per Share for that year, and thereafter there will only be an Increase in Book Value Per Share that will be used to increase the value of a Performance Unit to the extent that any subsequent Ending Book Value Per Share after the year in which the Increase in Book Value Per Share was not positive exceeds the last Ending Book Value Per Share that resulted in an increase to the Performance Unit value. The maximum value of a Performance Unit shall be ___ ___dollars ($___.00).

      5. Eligibility for Earned Performance Units. A Participant shall only be eligible for payment of earned Performance Units. Performance Units will be earned only if the Participant’s employment with the Company:

(a) Continues through the earlier of (x) the end of the Performance Period or (y) the last day of the fiscal year in which the maximum value of the Performance Units is achieved (the “Maximum Value Date”); or

(b) Is terminated as a result of death, Disability or Retirement, or by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause prior to the earlier of the end of the Performance Period or the Maximum Value Date.

          Notwithstanding anything herein to the to the contrary, the Performance Units shall not be earned and shall not become payable unless and until the Participant has complied with the Competitive Action restriction set forth in Section 6(d) below on or prior to the Settlement Date.

      6. Payout of Performance Units. (a) Except as set forth in Section 6(b) or 9 below, the aggregate positive value, if any, of the earned Performance Units, based on the value of the earned Performance Units at the earlier of (i) last day of the Performance Period or (ii) the Maximum Value Date, in either case as determined in accordance with this Agreement, shall be paid to the Participant in cash. Such payment of the value of earned Performance Units shall be made within ninety (90) calendar days following the earlier of such date.

          (b) If a Participant’s employment with the Company and all Subsidiaries and Affiliates terminates as a result of death, Disability or Retirement, or is terminated by the Company or a Subsidiary or Affiliate, as applicable, for any reason other than Cause prior to the earlier of the end of the Performance Period or the Maximum Value Date, as applicable, the Company shall pay to the Participant the cash value of the Performance Units measured as of the end of the fiscal year immediately prior to the fiscal year in which such termination of employment occurred. Payment of such amount upon such termination of the Participant’s employment shall extinguish the Company’s obligation hereunder and the Participant shall not be entitled to any further payment or appreciation in the value of the Performance Units. In the event of the death of the Participant, such payment shall be made to the Participant’s beneficiary (or the Participant’s estate if no beneficiary has been chosen or if such beneficiary has predeceased the Participant). Any payment upon any such termination of employment shall be made within ninety (90) calendar days following such termination. Termination of the Participant’s employment with the Company and all Subsidiaries and Affiliates for any reason other than death, Disability or Retirement or by the Company or a Subsidiary or Affiliate, as applicable, without Cause prior to the earlier of the end of the Performance Period or the Maximum Value Date, as applicable, shall require forfeiture of this entire Award, with no payment to the Participant.

          (c) This Award shall expire and the Company shall have no further obligation to make any payment hereunder once a payment is made pursuant to Section 6(a) or (b) above or Section 9 below.

          (d) The Participant agrees not to engage in any Competitive Action from the date hereof through the second anniversary of the Settlement Date. If on or prior to the Settlement Date, the

Participant engages in a Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action, all of the Performance Units shall be immediately forfeited, and the Participant shall have no further rights with respect to such Performance Units. In the event that the Participant engages in any Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action after the Settlement Date but on or prior to the second anniversary of the Settlement Date, the Participant shall pay to the Company, upon demand by the Company, an amount equal to the amount paid to the Participant in respect of the Performance Units on the Settlement Date. The determination as to whether the Participant has engaged in any Competitive Action shall be made by the Committee in its sole and absolute discretion. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Participant or any other recipient of performance units under the Plan shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Participant constitutes engaging in Competitive Action or (ii) determine the related Competitive Action date. The Participant acknowledges that the restriction on engaging in Competitive Action, in view of t