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on-U.S. financial institutions and certain other non-U.S. non-financial entities that fail to comply with certain information reporting obligations. Non-United States holders should consult with their own tax advisors regarding the possible implications of FATCA on their investment in the debentures. Backup With
kley Corporation. W. R. Berkley Corporation Introduction We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: • insurance- primarily commercial insurance business, including e
al increase in the risk that interest accruable or payable by us on the debentures is not, or will not be, deductible by us in whole or in part, for U. S. federal income tax purposes. "Rating agency event" means that any nationally recognized statistical rating organization within the meaning of Secti
the IRS and to each non-United States holder the amount of interest (including OID, if applicable) paid with respect to the debentures held by such non-United States holder and the rate of withholding (if any) applicable to such non-United States holder. Any amounts withheld under the backup withholding rules gen
and the applicable prospectus supplement. You should consider the risks, uncertainties and assumptions discussed under the caption "Risk Factors" in Item IA of our Annual Report, which is incorporated by reference in this prospectus. If any of the events or circumstances described as risks actually occur
transaction for tax purposes; • a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar; • a United State expatriate; or • a person liable for alternative minimum tax. This section is based on the United States Internal Revenue Code of 1986. as amended
agency or instrumentality of the United States, including the FRB and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series F Preferred Stock, (ii) any proposed change in those laws
erson and you have furnished a valid IRS Form W-8 or other documentation upon which the payor or broker may rely to treat the payments as made to a non-United States person, or (ii) you othenvise establish an exemption. Payment of the proceeds from the sale of Series F Preferred Stock effected at a foreign office
any of our securities, in addition to the other information in this prospectus, you should carefully consider the risk factors contained in Part I, Item IA under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in our 2014 Annual Report to Sha
e term "U.S. holder" means a beneficial owner of a Note that is: • an individual who is a citizen of the United States or who is a resident alien of the United States for U.S. federal income tax purposes; S-23 EFTA00690313 • a corporation or other entity taxable for U.S. federal income tax purposes as a corpora
luding the risk factors incorporated by reference from Part I, Item lA of our most recent Annual Report on Form 10-K, as may be updated by Part II, Item IA of our Quarterly Reports on Form 10-Q and other SEC filings filed after such Annual Report, which are incorporated by reference herein. See "Where Y
e appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Miscellaneous The depositary will forward to the holders of depositary shares al
tled "Risk Factors," the accompanying prospectus and the documents incorporated herein by reference (including the risk factors set forth in Part 1, Item IA of our Annual Report on Font 10-K for the year ended December 31, 2015), our financial statements and notes thereto incorporated by reference into t
Entities connected to both United States and Item IA

New York
LOCATION
United Kingdom
LOCATION
Eric Holder
PERSONthe District of Columbia
LOCATIONthe State of New York
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
Morgan Stanley
ORGANIZATIONthe City of New York
LOCATION
Ontario
LOCATION
Exchange
ORGANIZATION
the Board of Directors
ORGANIZATION
Bermuda
LOCATIONIndebtedness
ORGANIZATIONRegistrar
ORGANIZATION
BofA Merrill Lynch
ORGANIZATIONMorgan Stanley & Co. LLC
ORGANIZATIONEuroclear
ORGANIZATIONIncorporation
ORGANIZATIONthe Securities and Futures Ordinance
ORGANIZATION