EXHIBIT 10.13

                           COMPENSATION OF DIRECTORS
                    OF ALLEGHANY CORPORATION (THE "COMPANY")

     Each director of the Company who is not an officer thereof receives an
annual retainer of $30,000, payable one-half in cash and one-half in shares of
Common Stock as more fully explained below, as well as $1,000 for each board
meeting attended in person and $500 for each conference telephone meeting
attended. In addition, the Chairman of the Executive Committee receives an
annual fee of $25,000, and each other member thereof who is not an officer of
the Company receives an annual fee of $7,500. The Chairman of the Audit
Committee receives an annual fee of $15,000, and each other member thereof
receives an annual fee of $11,000. The Chairman of the Audit Committee also
receives a fee of $1,000 for each audit committee meeting of a Company operating
unit which he attends. The Chairman of the Compensation Committee receives an
annual fee of $8,000, and each other member thereof receives an annual fee of
$6,000. The Chairman of the Nominating and Governance Committee receives an
annual fee of $6,500, and each other member thereof receives an annual fee of
$5,000.

     Pursuant to the Directors' Equity Compensation Plan (the "Directors' Equity
Plan"), each director of the Company who is not an employee of the Company or
any of its subsidiaries receives his retainer in the beginning of each year of
his term for the following twelve-months' service as a director, exclusive of
any per meeting fees, committee fees or expense reimbursements, payable one-half
in shares of Common Stock, based on the market value (as defined in the plan) of
such shares on the date of payment, and one-half in cash. Each eligible director
received 57 shares of Common Stock on May 19, 2004.

     Pursuant to the 2000 Directors' Stock Option Plan (the "2000 Directors'
Plan"), each director of the Company who is not an employee of the Company or
any of its subsidiaries receives annually, as of the first business day after
the conclusion of each Annual Meeting of Stockholders of the Company, an option
to purchase 1,000 shares of Common Stock (subject to antidilution adjustments)
at a price equal to the fair market value (as defined in the plan) of such
shares on the date of grant. On April 26, 2004, each eligible director received
an option to purchase 1,000 shares of Common Stock at a price of $265.00 per
share. The 2000 Directors' Plan expired on December 31, 2004.

     In December 2004, the Board of Directors adopted the 2005 Directors' Stock
Plan, which is being submitted to the stockholders of the Company for their
approval at the 2005 Annual Meeting. Upon such stockholder approval, the
Directors' Equity Plan will be terminated.

     Pursuant to the Non-Employee Directors' Retirement Plan, each person who
has served as a non-employee director of the Company after July 1, 1990 is
entitled to receive, after his retirement from the Board of Directors, an annual
retirement benefit payable in cash equal to the annual retainer payable to
directors of the Company at the time of his retirement. The benefit is paid from
the date of the director's retirement from the Board of Directors until the end
of a period equal to his length of service thereon or until his death, whichever
occurs sooner. To be entitled to this benefit, the director must have served as
such for at least five years and must have continued so to serve either until
the time he is required to retire by the Company's retirement policy for
directors or until he has attained age 70. In January 2005, the Directors'
Retirement Plan was amended to "freeze" the Plan at December 31, 2004. Under the
Directors' Retirement Plan as amended, no new non-employee director will be
eligible to participate in the Directors' Retirement Plan, a director's service
after December 31, 2004 is no longer included in measuring how long the
director's annual retirement benefit will be payable, and the annual retirement
benefit for directors who retire after December 31, 2004 is limited to $30,000,
which is the current annual retainer.

     As Chairman of the Board of the Company, Mr. F.M. Kirby received in respect
of 2004 $342,121 in salary, $21,721 representing payments for reimbursement of
taxes and the reimbursement itself, and $81,760 representing (i) a savings
benefit of $51,318 credited pursuant to the Alleghany Corporation Officers,
Highly Compensated Employees and Directors' Deferred Compensation Plan; and (ii)
a benefit, valued at $30,442 pursuant to Securities and Exchange Commission
rules, of life insurance maintained by the Company on his


behalf. Such life insurance policy provides a death benefit to Mr. F.M. Kirby if
he is an employee at the time of his death equal to four times the amount of his
annual salary at January 1 of the year of his death.

     After his retirement as President and chief executive officer of the
Company effective December 30, 2004 and pursuant to action taken by the Board of
Directors, Mr. Burns is continuing as a director, serving as Vice Chairman of
the Board, and as a non-executive employee of the Company. As an employee, Mr.
Burns is not entitled to receive any director or committee fees and does not
participate in any non-employee directors' equity or retirement plans.

     As non-executive Chairman of the board of directors of World Minerals, Mr.
Will was entitled to receive an annual retainer of $40,000 as well as $600 for
each board meeting or conference telephone meeting attended. As a member of the
Audit Committee of the World Minerals board, Mr. Will was entitled to receive
$500 for each committee meeting attended. In 2004, Mr. Will was paid fees of
$44,900 for services in these capacities.