0000950123-05-005491 Sample Contracts

Performance Unit Award Agreement
Performance Unit Award Agreement • May 3rd, 2005 • Berkley W R Corp • Fire, marine & casualty insurance • Delaware

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.

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RESTRICTED STOCK UNIT AGREEMENT Under the W. R. Berkley Corporation 2003 Stock Incentive Plan
Restricted Stock Unit Agreement • May 3rd, 2005 • Berkley W R Corp • Fire, marine & casualty insurance • Delaware

WHEREAS, the Grantee is an employee of the Company or subsidiary thereof (an “Employee”), and the Company wishes to grant the Grantee a notional interest in shares of the Company’s common stock, par value $0.20 per share (the “Stock”), subject to certain restrictions (the “Restricted Stock Units”), on the terms and conditions set forth herein; and

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