Definitive Additional Materials

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨		Definitive Proxy Statement

x		Definitive Additional Materials

¨		Soliciting Material Pursuant to Section 240.14a-12

W. R. BERKLEY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Commencing April 17, 2013, W. R. Berkley Corporation sent the following communication to all of its employees

Sent on behalf of William R. Berkley

Every year at W. R. Berkley Corporation’s annual meeting, stockholders vote on important matters. Most of the voting takes place before the meeting, through proxy voting. Voting by proxy allows stockholders to vote on issues that will be considered at the meeting, without actually attending the meeting in person.

If you hold shares as a registered stockholder, as a beneficial stockholder or as a participant in the 401(k) plan, voting your shares is an important way to take an active role in the overall governance of our Company.

Every vote counts. Every vote matters. All stockholders – including employees – are encouraged to voice their opinion by voting their shares. The Company’s Board of Directors has recommended a vote “FOR” each of the proposals on the ballot.

Voting by proxy began on April 8^th and continues until 11:59 p.m. ET on May 20^th, in advance of the annual meeting on May 21^st.

Proxy materials have been sent to you either electronically or through postal mail, based on preferences on file with your bank or brokerage firm. In either case, you may vote by following the instructions in the materials you receive. If you do not receive proxy materials, please contact your bank or broker.

Your vote is important.

Commencing

April

17,

2013,

Berkley

Corporation

made

the

following

additional

solicitation

materials

available.

W. R. Berkley Corporation

Additional Solicitation Materials

April 2013

W. R. Berkley Corporation’s cumulative stock performance has significantly

out-performed the S&P 500

Cumulative

Growth: 4,288%

753%

W. R. Berkley Corporation

S&P 500

RELATIVE

STOCK

PRICE

PERFORMANCE

Berkley

Corporation

vs.

S&P

500

The

5-Year

ISS

“Pay-TSR

Alignment”

test

shows

alignment

between

CEO pay and performance, over time

CEO Pay

Indexed TSR (WRB)

$50

$100

$150

$200

15000

30000

45000

60000

CEO Pay

FYE 07

FYE 08

FYE 09

FYE 10

FYE 11

FYE 12

Indexed TSR (WRB)

$100.00

$104.91

$31,297

$136.25

$15,198

$119.95

$24,634

$94.56

$17,810

$84.24

$18,677

Long-term performance is critical for property casualty insurance

companies; ultimate profitability may not be known for many years

Property casualty insurance is a cyclical business with approximately 10 years from

peak to peak

The value of all incentive awards is tied to profitability

Annual cash incentive plan rewards short-term performance in real-time

Non-formulaic bonus provides flexibility to respond to changing market

conditions

Value of incentive compensation predicated on long-term performance

Multiple overlapping five year vesting cycles for incentive awards encourage

consistent high level performance

Setting short and long-term performance goals helps produce superior

results over time

Multi-year vesting and performance periods align management

objectives with the long-term nature of the business

Longer vesting and performance periods incentivize longevity with

the Company and create a long-term view aligned with stockholders

Combination of two distinct types of awards

Restricted Stock Units (RSUs)

Long-Term Incentive Plan (LTIPs)

Staggered grants such that RSUs or LTIPs, but generally not both,

may be granted in any given year

Single year snapshot does not accurately depict the Company’s long-term pay

practices

Subject

recapture

(clawback)

for

certain

misconduct

breach

restrictive covenants

Long-term incentive programs create competitive advantage

for retaining key talent and discourage excessive risk taking

Restricted Stock Units (RSUs)

Provides alignment with stockholders as value of RSUs tracks

value of stock

Five year cliff vesting period with substantial risk of forfeiture for

all grantees

Mandatory deferral of vested units for Named Executive Officers

(NEOs) and other senior officers at the Company and its

operating units until 90 days following separation

Dividend equivalents are paid on vested and deferred RSUs and are

included in total compensation

Long Term Incentive Program (LTIP)

Performance based hurdle rate for 100% payout historically set

at 15% growth in book value per share over a 5 year period

Payout dependent upon Company performance:

Five

year

vesting

period

with

substantial

risk

forfeiture

for

all

grantees

Historical LTIP Payout

Year of

Grant

Year of

Payout

Payout %

2008

2013

57%

2006

2011

98%

2004

2008

100%

2001

2004

100%

1997

2002

10%

Stock ownership guidelines further align management with

stockholders

Specific requirements for stock ownership by Named Executive Officers

(NEOs) formalized by policy

Actual ownership by each NEO significantly exceeds amount required

by guideline

CEO currently beneficially owns approximately 19% of the Company’s stock

(including pledged shares)

Other NEOs beneficially own on average in excess of 26 times their base salary

Prohibition on hedging and other derivative transactions

Shares used in fulfillment of ownership guidelines may not be pledged

NEO Ownership Guidelines

Title

Multiple of Base Salary

CEO

10 times

COO

5 times

Other NEOs

3 times

Ownership by Chairman, CEO & Founder, William R. Berkley

Chairman, CEO & Founder beneficially owns 19% (25,733,756

shares) of the Company’s outstanding common stock

Has not sold stock in more than 30 years, other than in

connection with cashless exercise of stock options or to cover

taxes on vested RSUs