8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2007

Alleghany Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-9371	51-0283071
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7 Times Square Tower, 17th Floor, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 752-1356

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-3.2: AMENDED AND RESTATED BY-LAWS

EX-10.1: AMENDED AND RESTATED RETIREMENT PLAN OF THE COMPANY

EX-10.2: AMENDED AND RESTATED OFFICERS DEFERRED COMPENSATION PLAN

EX-10.3: AMENDED AND RESTATED RESTRICTED STOCK UNIT SUPPLEMENT

EX-10.4: 2005 MANAGEMENT INCENTIVE PLAN

EX-10.5: 2002 LONG-TERM INCENTIVE PLAN

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          (e) Plan Amendments and Salary Adjustments

          At its meeting on October 16, 2007, the Board of Directors (the “Board”) of Alleghany Corporation (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved and adopted amendments to the following compensation plans of the Company: (i) the Retirement Plan, (ii) the Officers and Highly Compensated Employees Deferred Compensation Plan, (iii) the Restricted Stock Unit Supplement to the 2005 Directors’ Stock Plan, (iv) the 2005 Management Incentive Plan, and (v) the 2002 Long-Term Incentive Plan (collectively, the “Plans”).

          The amendments to the Plans were primarily intended to conform the Plans with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and, in general, include: (i) specifying the time for all payments under the Plans, (ii) specifying the time for making elective deferrals, the timing and form of distributions under such Plans and the procedures for making and changing participant elections with respect thereto, and (iii) providing for the delayed payment of deferred compensation amounts due to any “specified employee,” as such term is defined in Section 409A, and for interest on the amount delayed to compensate for such delay.

          The foregoing description of the amendments to the Plans is qualified in its entirety by reference to the Plans as amended, which are filed herewith as Exhibits 10.1 through 10.5 and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          At its October 16, 2007 meeting, the Board approved and adopted the following amendments to the Company’s Amended and Restated By-laws (the “By-laws”) to allow for the issuance of uncertificated shares:

          1.    Section 1 of Article VII was amended in its entirety to read as follows:

          Section 1. Certificates of Stock

     Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware (the “DGCL”). Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may be approved by the Board of Directors and shall be signed, manually or by facsimile, by the Chairman of the Board, President, Executive Vice President, a Senior Vice President or a Vice

President, and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, and sealed with the seal of Corporation or a facsimile thereof.

     To the extent required by the DGCL, within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, any restrictions on the transfer or registration of such shares of stock imposed by the Certificate of Incorporation, these By-Laws, any agreement among stockholders or any agreement between stockholders and the Corporation, and any other information required to be set forth or stated on stock certificates pursuant to the DGCL.

          2.    Section 2 of Article VII is amended in its entirety to read as follows:

          Section 2. Transfers

     The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock, whether certificated or uncertificated. The Board of Directors may appoint Transfer Agents and Registrars thereof.

          3.    Section 5 of Article VII is amended in its entirety to read as follows:

          Section 5. Warrants

     The foregoing provisions relative to shares of capital stock of the Corporation shall also apply to allotments, warrants or other rights representing shares of capital stock in the Corporation which may be issued from time to time by a vote of the Board of Directors in such form as they may approve.

          The ability to issue uncertificated shares allows the Company to participate in the Direct Registration System (the “DRS”), which is currently administered by the Depositary Trust Company. Pursuant to New York Stock Exchange (“NYSE”) Rules, all NYSE-listed companies must be eligible to participate in the DRS. The DRS allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker dealers in order to effect transactions without the risk and delays associated with transferring physical certificates. The By-laws as amended continue to provide however that each registered stockholder

shall be entitled to receive a stock certificate upon written request to the transfer agent or registrar of the Company.

          A copy of the Amended and Restated By-Laws, as amended, is filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

3.2	Amended and Restated By-Laws of the Company, as amended October 16, 2007.
10.1	Amended and Restated Retirement Plan of the Company.
10.2	Amended and Restated Officers and Highly Compensated Employees Deferred Compensation Plan
10.3	Amended and Restated Restricted Stock Unit Supplement to the 2005 Directors’ Stock Plan
10.4	2005 Management Incentive Plan, as amended
10.5	2002 Long-Term Incentive Plan, as amended

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLEGHANY CORPORATION
Date: October 22, 2007	By:	/s/ Roger B. Gorham
		Name:	Roger B. Gorham
		Title:	Senior Vice President (and chief financial officer)

Index to Exhibits

Exhibit Number	Exhibit Description
3.2	Amended and Restated By-Laws of the Company, as amended October 16, 2007.
10.1	Amended and Restated Retirement Plan of the Company.
10.2	Amended and Restated Officers and Highly Compensated Employees Deferred Compensation Plan
10.3	Amended and Restated Restricted Stock Unit Supplement to the 2005 Directors’ Stock Plan
10.4	2005 Management Incentive Plan, as amended
10.5	2002 Long-Term Incentive Plan, as amended

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

ALLEGHANY CORPORATION

DELAWARE

ARTICLE I.

STOCKHOLDERS

Section 1. Annual Meeting

     The annual meeting of stockholders for the election of directors and for the transaction of any other business that may properly come before the meeting shall be held at such hour and at such place or places within or without the State of Delaware as may from time to time be determined by the Board of Directors, on the fourth Friday of April in each year or such other date as may be set by the Board of Directors not more than 15 days before, nor 15 days after, the fourth Friday of April.

Section 2. Special Meetings

     At any time in the interval between regular meetings, special meetings of stockholders may be called by the Chairman, or by a majority of the Board of Directors, to be held at such times and at such places within or without the State of Delaware as may be specified in the notices of such meetings. The notice of any special meeting shall state the purpose of the meeting and specify the action to be taken at said meeting and no business shall be transacted thereat except that specifically named in the notice.

Section 3. Notice of Meeting

     Notice of the time and place of every meeting of stockholders shall be delivered personally or mailed at least ten days and not more than sixty days prior thereto to each stockholder of record entitled to vote at his address as it appears on the records of the Corporation. Such further notice shall be given as may be required by law. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such special meeting. Meetings may be held without notice if all stockholders entitled to vote are present or if notice is waived by those not present.

Section 4. Voting

     At all meetings of stockholders any stockholder entitled to vote may vote in person or by proxy. Such proxy or any revocation or amendment thereof, shall be in writing, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting. The Corporation may require that such proxy indicate whether such stock is beneficially owned by a Substantial Stockholder, as defined in Article NINTH of the Certificate of Incorporation.

Section 5. Quorum

     Unless otherwise required by statute or the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), at any annual or special meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a

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majority of all the votes entitled to be cast at the meeting (after giving effect to the provisions of Article NINTH of the Certificate of Incorporation) shall constitute a quorum, but if at any meeting of the stockholders there be less than a quorum present, the stockholders present at such meeting may, without further notice, adjourn, the same from time to time until a quorum shall attend, but no business shall be transacted at any such adjournment except such as might have been lawfully transacted had the meeting not been adjourned.

Section 6. Action at Meetings

     Except as otherwise required by law, the Certificate of Incorporation or these By-Laws, a majority of the votes (after giving effect to the provisions of Article NINTH of the Certificate of Incorporation) cast at a meeting at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, and the stockholders shall not be entitled to cumulate their votes upon the election of directors, or upon any other matter. Any action required or permitted to be taken by the stockholders must be effected at an annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.

Section 7. Procedure at Meetings

     The Board of Directors may appoint two or more persons to serve as inspectors of election at any meeting of stockholders. In the absence of such appointment, the Chairman of the Meeting may make such appointment. The inspectors of election shall receive, examine and tabulate all ballots, and proxies, including proxies filed with the Secretary, shall determine the presence or absence of a quorum and shall report to the officer of the Corporation or other person presiding over the meeting the result of all voting taken at the meeting by ballot.

     The order of business and all other matters of procedure at every meeting of the stockholders may be determined by the officer of the Corporation or other person presiding over the meeting.

Section 8. Business of the Meeting

     At any annual meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 8. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th

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day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder’s notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting(i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation’s capital stock that are beneficially owned by such stockholder and (iv) any material interest of such stockholder in such business. Notwithstanding anything in the By-Laws to the contrary, no business shall be brought before or conducted at the annual meeting except in accordance with the provisions of this Section 8. The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 8 and, if he shall so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be so transacted.

     At any special meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

Section 9. Nomination of Directors

     Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 9. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered or mailed to and received at the principal executive offices of the Corporation not less than 30 days prior to the date of the meeting, provided, however, that in the event that less than 40 days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice (x) the name and address, as they appear on the Corporation’s books, of such stockholder and (y) the class and number of shares of the Corporation’s capital stock that are beneficially owned by such stockholder. At the request of the Board

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of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 9. The officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 10. Adjournments

     Any meeting of stockholders may be adjourned from time to time, whether or not a quorum is present, by the affirmative vote of a majority of the votes present and entitled to be cast at the meeting, or by the officer of the Corporation presiding over the meeting, or by the Board of Directors.

ARTICLE II.

DIRECTORS

Section 1. Number and Election

     Directors (other than such directors, if any, as are elected by holders of preferred stock of the Corporation voting as a separate class) shall be divided into three classes, which shall be as nearly equal in number as practicable. Unless changed by the Board of Directors pursuant hereto the number of directors shall be nine and each class shall consist of three directors. The number of directors and the number of which each class is to consist may be increased or decreased from time to time by a resolution adopted by the vote of in excess of three-quarters (75%) of the Whole Board (as defined in the Certificate of Incorporation); and provided that no decrease in the number of directors shall affect the tenure of office of any existing director. The term of office of the first class shall expire at the 1987 annual meeting of stockholders, the term of office of the second class shall expire at the 1988 annual meeting of stockholders and the term of office of the third class shall expire at the 1989 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1987 annual meeting, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies

     Subject to the rights of the holders of any series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increases in the authorized number of directors or any vacancies in the Board of Directors

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resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which such director has been elected expires and until such director’s successor shall have been duly elected and qualified.

Section 3. Regular Meetings

     Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may from time to time determine.

Section 4. Special Meetings

     Special meetings of the Board of Directors may be called at any time, at any place and for any purpose by the Chairman of the Board or by any three directors.

Section 5. Notice of Meeting

     Notice of regular meetings of the Board of Directors need not be given.

     Notice of every special meeting of the Board of Directors shall be given to each director, by (a) deposit in the mail at least seventy-two hours before the meeting, or (b) telephone communication directly with such person, the dispatch of a telegraphic communication to his address, or actual delivery to his address, at least forty-eight hours before the meeting. If given to a director by mail, telegraph or actual delivery to his address, such notice shall be sent or delivered to his business or residential address as shown on the records of the Secretary or an Assistant Secretary of the Corporation, or to such other address as shall have been furnished to the Secretary or an Assistant Secretary of the Corporation by him for the purpose. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 6. Quorum; Action at Meetings

     A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, the members at the meeting may, without further notice, adjourn the same from time to time until a quorum shall attend. Except as herein or in the Certificate of Incorporation provided or as required by law, a majority of such quorum shall decide any questions that may come before the meeting.

Section 7. Participating in Meeting by Conference Telephone

     Members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other

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at the same time and such participation shall constitute presence in person at such meeting.

Section 8. Dividends

     Anything in these By-Laws to the contrary notwithstanding, the declaration of dividends or other distributions on the capital stock of the Corporation, whether in cash or property (other than the dividend preference payable on any preferred stock of the Corporation outstanding from time to time), may be authorized only by vote of in excess of three-quarters (75%) of the directors present at a meeting duly called at which a quorum is present.

Section 9. Chairman of the Board

     The Board may appoint one of its number as Chairman of the Board to serve at the pleasure of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties and exercise such other powers as may be assigned to him from time to time by the Board of Directors. The position of Chairman of the Board shall not constitute an officer position of the Corporation and the Chairman of the Board shall not be assigned any duties or powers which could result in the Chairman of the Board being considered an executive officer of the Corporation as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of 1986, as amended.

Section 10. Vice Chairman of the Board

     In addition to the appointment of a Chairman of the Board, as provided in Section 9 of Article II of these By-laws, the Board of Directors may appoint one of its number to the position of Vice Chairman of the Board to serve at the pleasure of the Board. The position of Vice Chairman of the Board shall not constitute an officer position of the Corporation. The Vice Chairman of the Board shall perform such duties and exercise such powers as may be assigned to him from time to time by the Board of Directors or the Chairman of the Board, but shall not be assigned any duties or powers which could result in the Vice Chairman of the Board being considered an executive officer of the Corporation as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of 1986, as amended.

ARTICLE III.

COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Election

     The Board of Directors may appoint an Executive Committee and other committees composed of two or more of its members, and may appoint one of the members of each such committee to the office of chairman thereof. Members of the

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committees of the Board of Directors shall hold office for a term of one year and until their successors are appointed and qualify or until they shall cease to be directors.

Section 2. Powers

     Subject to such limitations as may from time to time be established by resolution of the Board of Directors, the Executive Committee shall have any and may exercise all of the powers of the Board of Directors when the Board of Directors is not in session except that it shall have no power to (a) declare dividends, (b) issue stock of the Corporation, (c) recommend to the stockholders any action which requires stockholder approval, (d) alter, amend or repeal any resolution of the Board of Directors relating to the Executive Committee, or (e) take any other action which legally may be taken only by the Board of Directors. Other committees of the Board of Directors shall have such powers as shall be properly delegated to them by the Board of Directors.

Section 3. Vacancies

     If the office of any member of any committee becomes vacant by death, resignation, or otherwise, such vacancy may be filled from the members of the Board by the Board of Directors.

Section 4. Substitute Members

     In the event that a member of any committee is absent from a meeting of the committee, the members of the committee present at the meeting whether or not they constitute a quorum may appoint another director to act in place of the absent member.

Section 5. Meetings and Notice of Meetings

     The Executive Committee shall meet from time to time on call of the Chairman of the Board, or on call of any three or more members of the Executive Committee, for the transaction of any business.

     Notice of every meeting of the Executive Committee shall be given to each member, by (a) deposit in the mail at least seventy-two hours before the meeting, or (b) telephonic communication directly with such person, the dispatch of a telegraphic communication to his address, or actual delivery to his address, at least forty-eight hours before the meeting. If given to a member by mail, telegraph or actual delivery to his address, such notice shall be sent or delivered to his business or residential address as shown on the records of the Secretary or an Assistant Secretary of the Corporation, or to such other address as shall have been furnished to the Secretary or an Assistant Secretary of the Corporation by him for this purpose. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

     All other committees of the Board of Directors shall meet at such times and upon such notice as they may determine.

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Section 6. Quorum; Action at Meetings

     At any meeting of any committee, however called, a majority of the members shall constitute a quorum for the transaction of business. A majority of such quorum shall decide any questions that may come before the meeting.

ARTICLE IV.

OFFICERS

Section 1. Election and Number

     The Board of Directors shall appoint a President from among the directors, and a Secretary and a Treasurer, who need not be directors. The Board of Directors may also appoint an Executive Vice President and one or more Senior Vice Presidents and/or Vice Presidents, who need not be directors. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any two or more offices, except those of President and Vice President, may, at the discretion of the Board of Directors, be held by the same person. The Board of Directors may from time to time appoint such other officers and agents with such powers and duties as the Board may prescribe.

Section 2. President

     The President shall be the chief executive officer and the chief operating officer of the Corporation. He shall preside at all meetings of stockholders and, in the absence of the Chairman of the Board, he shall preside at all meetings of the Board of Directors. Subject to the control of the Board of Directors, he shall have direct power and authority over the business and affairs of the Corporation. The President shall perform such other duties and exercise such other powers as may be assigned to him from time to time by the Board of Directors.

Section 3. Executive Vice President

     The Executive Vice President shall perform the duties of President in his absence or during his disability to act. In addition, the Executive Vice President shall perform the duties and exercise the powers usually incident to such office and/or such other duties and powers as may be properly assigned thereto from time to time by the Board of Directors or the President.

Section 4. Senior Vice Presidents

     The Senior Vice President or Senior Vice Presidents shall perform the duties of the Executive Vice President in his absence or during his disability to act. In addition, the Senior Vice President or Senior Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and

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powers as may be properly assigned to them from time to time by the Board of Directors, the President or the Executive Vice President having supervisory authority over them.

Section 5. Vice Presidents

     The Vice President or Vice Presidents shall perform the duties of the Senior Vice President or Senior Vice Presidents in his or their absence or during his or their disability to act. In addition, the Vice President or Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and such other duties and powers as may be properly assigned to them from time to time by the Board of Directors, the President, the Executive Vice President or any Senior Vice President having supervisory authority over them.

Section 6. Secretary

     The Secretary shall issue notices of meetings, keep the minutes of the Board of Directors and its committees, have charge of the corporate seal, and perform such other duties and exercise such other powers as are usually incident to such office or are properly assigned thereto by the Board of Directors, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him.

Section 7. Treasurer

     The Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation which has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Treasurer with such banks or trust companies as the Board of Directors or the Executive Committee from time to time shall designate. He shall sign or countersign such instruments as require his signature, shall perform all such duties and have all such powers as are usually incident to such office or are properly assigned to him by the Board of Directors, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him, and may be required to give bond for the faithful performance of his duties in such sum and with such surety as may be required by the Board of Directors.

Section 8. Controller

     The Controller shall be responsible for the accounting policies and practices of the Corporation, maintain its financial records, collect and consolidate the financial results of its subsidiaries and other operating units, prepare its financial reports, determine the amount and source of the funds required to meet its financial obligations, and perform such other duties and exercise such other powers as are usually incident to such office or are properly assigned thereto by the Board of Directors, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him.

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Section 9. Assistant Secretary; Assistant Treasurer

     The Board of Directors may appoint one or more assistant secretaries and one or more assistant treasurers, or one appointee to both such positions, which officers shall have such powers and shall perform such duties as are provided in these By-Laws to the Secretary or Treasurer, as the case may be, or as are properly assigned thereto by the Board of Directors, the President, the Secretary or Treasurer as the case may be, or any other officer having supervisory authority over them.

ARTICLE V.

FISCAL YEAR

     The fiscal year of the Corporation shall end on the thirty-first day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.

ARTICLE VI.

SEAL

     The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary or an Assistant Secretary.

ARTICLE VII.

STOCK

Section 1. Certificates of Stock

     Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware (the “DGCL”). Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may be approved by the Board of Directors and shall be signed, manually or by facsimile, by the Chairman of the Board, President, Executive Vice President, a Senior Vice President or a Vice President, and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, and sealed with the seal of Corporation or a facsimile thereof.

          To the extent required by the DGCL, within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, any restrictions on the transfer or registration of such shares of stock imposed by the

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Certificate of Incorporation, these By-Laws, any agreement among stockholders or any agreement between stockholders and the Corporation, and any other information required to be set forth or stated on stock certificates pursuant to the DGCL.

Section 2. Transfers

     The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock, whether certificated or uncertificated. The Board of Directors may appoint Transfer Agents and Registrars thereof.

Section 3. Record Date; Closing of Transfer Books

     The Board of Directors may fix a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of or to vote at a meeting or any adjournment thereof, receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock. The record date may not be more than sixty (60) nor less than ten (10) days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than twenty (20) days; and, in the case of a meeting of stockholders, the closing of the transfer books shall be at least ten (10) days before the date of the meeting.

Section 4. Lost Certificates

     The Board of Directors may determine the conditions upon which a new certificate of stock will be issued to replace a certificate which is alleged to have been lost, stolen, mutilated or destroyed, and the Board of Directors may delegate to any officer of the Corporation the power to make such determinations and to cause such replacement certificates to be issued.

Section 5. Warrants

     The foregoing provisions relative to shares of capital stock of the Corporation shall also apply to allotments, warrants or other rights representing shares of capital stock in the Corporation which may be issued from time to time by a vote of the Board of Directors in such form as they may approve.

Section 6. Stock Ledger

     The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original stock ledger shall be kept at the office of the Corporation’s Transfer Agent.

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ARTICLE VIII.

SIGNATURES

Section 1. Negotiable Instruments

     All checks, drafts, notes, or other obligations of the Corporation shall be signed (a) by any two officers of the Corporation of the rank of President, Executive Vice President, Senior Vice President or Vice President, (b) by the President, Executive Vice President, any Senior Vice President or any Vice President, and by the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary, or (c) as otherwise authorized by the Board of Directors or the Executive Committee; provided, however, that bonds, debentures or notes issued under a mortgage indenture or trust agreement with a bank or trust company as trustee and coupons attached or pertaining to any such bonds, debentures or notes may be executed manually or by facsimile.

Section 2. Stock Transfers

     All endorsements, assignments, transfers, stock powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation (a) by any two officers of the Corporation of the rank of President, Executive Vice President, Senior Vice President or Vice President, or (b) by the President, Executive Vice President, any Senior Vice President or any Vice President, and by the Secretary or any Assistant Secretary, or (c) as otherwise authorized by the Board of Directors.

ARTICLE IX.

WAIVER OF NOTICE OF MEETINGS

Section 1. Stockholders

     Notice of the time, place and/or purpose of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy; and if any stockholder shall, in a writing filed with the records of the meeting, either before or after the holding thereof, waive notice of any stockholders’ meeting, notice thereof need not be given to him.

Section 2. Directors

     Notice of any meeting of the Board of Directors or of any committee thereof need not be given to any director if he shall attend such meeting in person, or shall in a writing filed with the records of the meeting, either before or after the holding thereof, waive such notice; and any meeting of the Board of Directors or of any committee thereof shall be a legal meeting without any notice thereof having been given if all such directors shall be present at such meeting.

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ARTICLE X.

VOTING OF STOCKS

     Unless otherwise ordered by the Board of Directors, the President, the Executive Vice President, any Senior Vice President or any Vice President of this Corporation shall have full power and authority, on behalf of the Corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which this Corporation may hold stock and at such meeting may exercise any or all rights and powers incident to the ownership of such stock and which as owner thereof the Corporation might exercise if present, and to execute on behalf of the Corporation a proxy or proxies empowering others to act as aforesaid. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

ARTICLE XI.

CHECKS, NOTES, ETC.

     All checks on the Corporation’s bank accounts and all drafts, bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such person or persons as shall be authorized to do so from time to time by the Board of Directors or by the committee or officer or officers of the Corporation to whom the Board shall have delegated the power to authorize such signing; provided, however, that the signature of any person so authorized on checks and drafts drawn on the Corporation’s dividend and special accounts may be in facsimile if the Board of Directors or such committee or officer or officers, whichever shall have authorized such person to sign such checks or drafts, shall have authorized such person to sign in facsimile, and provided further that in case notes or other instruments for the payment of money (other than notes, bonds or debentures issued under a trust instrument of the Corporation) are required to be signed by two persons, the signature thereon of only one of the persons signing any such note or other instrument may be in facsimile, and that in the case of notes, bonds or debentures issued under a trust instrument of the Corporation and required to be signed by two officers of the Corporation, the signatures of both such officers may be in facsimile if specifically authorized and directed by the Board of Directors of the Corporation and if such notes, bonds or debentures are required to be authenticated by a corporate trustee which is a party to the trust instrument and provided further that in case any person or persons who shall have signed any such note or other instrument, either manually or in facsimile, shall have ceased to be a person or persons so authorized to sign any such note or other instrument, whether because of death or by reason of any other fact or circumstance, before such note or other instrument shall have been delivered by the Corporation, such note or other instrument may, nevertheless, be adopted by the Corporation and be issued and delivered as though the person or persons who so signed such note or other instrument had not ceased to be such a person or persons.

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ARTICLE XII.

OFFICES

     The Corporation may have offices outside the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE XIII.

AMENDMENTS

     Subject to the provisions of the Certificate of Incorporation, (1) these By-Laws may be amended, altered or repealed by the stockholders at any annual or special meeting by the affirmative vote of at least 75% of the voting power of the outstanding shares of Voting Stock (after giving effect to the provisions of Article NINTH of the Certificate of Incorporation) and (2) these By-Laws may be amended, altered or repealed by the Board of Directors by the affirmative vote of a majority of the Whole Board.

As amended October 16, 2007

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EX-10.1

Exhibit 10.1

ALLEGHANY CORPORATION RETIREMENT PLAN

(As Amended and Restated Effective December 31, 2007)

     This document sets forth the Alleghany Corporation Retirement Plan, as amended and restated effective as of December 31, 2007, among other things, to comply with the requirements of Section 409A of the Code.

     The Plan, as so amended and restated, is intended to be a plan which is unfunded and is maintained by Alleghany Corporation primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees both within the meaning, and for the purposes, of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

     The rights under the Plan of any person who retired or otherwise terminated employment with Alleghany Corporation before the effective date of a particular amendment shall be determined solely under the terms of the Plan as in effect on the date of such retirement or other termination of employment, without regard to such amendment, except that such person’s benefit under the Plan may be paid at such time, and in such form, as may be permitted under the terms of the Plan as in effect on the date as of which the payment of such person’s benefit commences.

ARTICLE I.
DEFINITIONS

     1.01 “Actuarial Equivalent” means with respect to a retirement benefit, an equivalent amount or amounts computed using (i) the mortality table prescribed in Section 417(e)(3)(A)(ii)(I) of the Code and (ii) the interest rate prescribed by the Internal Revenue Service under Section 417(e)(3)(A)(ii)(II) of the Code for the month immediately preceding the month in which such Actuarial Equivalent is being determined.

     For purpose of this Section 1.01, all references to Section 417(e)(3) of the Code shall be administered without regard to the effects enacted under the Pension Protection Act of 2006. In addition, at such time as the Internal Revenue Service ceases to publish the relevant interest rate, the determination of an Actuarial Equivalent shall instead be computed using the U.S. 30-year Treasury rate in effect at the close of the first business day of the month in which such Actuarial Equivalent is being determined.

     1.02 “Alleghany” means Alleghany Corporation and, solely for purposes of determining the date of a Participant’s Termination of Employment (other than by reason of his ceasing to be an officer), includes any corporation or other person treated as a single employer with Alleghany Corporation under Section 414(b) or (c) of the Code.

     1.03 “Annuity Starting Date” means the first day on which an amount is payable to the Participant in accordance with this Plan.

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     1.04 “Average Compensation” means, with respect to any Participant, the annual average of his Base Compensation and his Short-Term Incentive Compensation for the three consecutive calendar years in the period of ten calendar years ending with the calendar year in which he has a Termination of Employment, which results in the highest such average.

     1.05 “Base Compensation” means the base salary earned by an Employee for the relevant period (whether or not such compensation is currently payable or deferred) for his services as such, which base salary shall not include (by way of illustration and not limitation) any non cash compensation, any savings benefit amounts, (any Short-Term Incentive Compensation), long term incentive bonuses, restricted stock or other extraordinary compensation, payments, allowances or reimbursements.

     In the case of a Participant who becomes Totally Disabled, the Participant shall be treated as earning Base Compensation, for the period which begins on the date on which he becomes Totally Disabled, continues while he is Totally Disabled and which ends no later than his Normal Retirement Date, at an annual rate which is equal to his annual rate of base salary immediately prior to the date on which he becomes Totally Disabled. Such amount shall be adjusted on the first day of each Plan Year included in such period to take into account the percentage increase, if any, in the CPIU over the previous Plan Year. The “CPIU” is the U.S. City Average All Items Consumer Price Index for all Urban Consumers, published by the U.S. Department of Labor, Bureau of Labor Statistics, or any successor index designated by the Department of Labor.

     1.06 “Beneficiary” means the person or persons last designated by a Participant, on a form provided by, and filed with, the Plan Administrator, to receive benefits under Article V following the Participant’s death. If all the persons so designated are individuals and if there is no such individual living at the death of the Participant, or if no such person has been designated, then the Participant’s Beneficiary shall be his estate.

     1.07 “Board” means the Board of Directors of Alleghany or the Executive Committee thereof.

     1.08 “Code” means the Internal Revenue Code of 1986, as amended.

     1.09 “Committee” means the Compensation Committee of the Board.

     1.10 “Early Retirement Date” means, with respect to any Participant, the first day of the calendar month coinciding with or next following the latest of (a) the date on which he incurs a Termination of Employment, (b) the date on which he attains age 55, (c) the date (not later than his Normal Retirement Date) elected by him (where such election is made in accordance with Section 5.07), or (d) completion of 5 years of service.

     1.11 “Employee” means any individual in the employ of Alleghany. No person who is engaged by, or performs services for, Alleghany pursuant to any agreement or arrangement designating such engagement or services as that of a “consultant,” “independent contractor” or other words of similar meaning shall be deemed an Employee.

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     1.12 “Employment Commencement Date” means the first day on which an Employee is employed as a common-law employee by Alleghany.

     1.13 “ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations thereunder, as from time to time amended and in effect.

     1.14 “Late Retirement Date” means the first day of the calendar month coinciding with or next following the date on which a Participant incurs a Termination of Employment after his Normal Retirement Date.

     1.15 “Normal Retirement Date” means the first day of the calendar month coinciding with or next following the first date on which a Participant has attained at least age 65 and has completed at least 5 Years of Service.

     1.16 “Participant” means an Employee who has been selected to participate in the Plan as provided in Article II or who has any accrued retirement benefits under the Plan which have not been distributed in full to him (or his Beneficiary).

     1.17 “Plan” means the plan set forth herein as modified or amended from time to time.

     1.18 “Plan Administrator” means the person serving from time to time as the Treasurer of Alleghany, or if no person is so serving at the time of reference, then Alleghany.

     1.19 “Plan Year” means a calendar year.

     1.20 “Separation from Service” shall mean the Participant’s termination of employment with Alleghany, its subsidiaries and each member of the controlled group (within the meaning of Sections 414(b) or (c) of the Code) of which Alleghany is a member. A Participant will not be treated as having a Separation from Service during any period for which the Participant’s employment relationship continues, such as a result of a leave of absence granted by Alleghany (consistent with the rules in Treasury Regulation Section 1.409A-1(h)(1)(i)), and whether a Separation from Service has occurred shall be determined by the Committee (on a basis consistent with rules under Section 409A of the Code) after consideration of all the facts and circumstances, including whether either no further services are to be performed or there is a permanent and substantial decrease (e.g., 80% or more) in the level of services to be performed (and the related amount of compensation to be received for such services) below the level of services previously performed (and compensation previously received).

     1.21 “Short-Term Incentive Compensation” means the amount of the cash bonus accrued by an Employee in respect of the relevant period (whether or not such amount is currently paid or deferred) under the Alleghany Management Incentive Plan (or any plan adopted by the Board in replacement of such plan).

     In the case of a Participant who becomes Totally Disabled, the Participant shall be treated

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as accruing Short-Term Incentive Compensation for the period which begins on the date on which he becomes Totally Disabled, continues while he is Totally Disabled and which ends no later than his Normal Retirement Date (the “Disability Period”), at an annual rate which is equal to his average annual rate of Short-Term Incentive Compensation. For this purpose, a Participant’s average annual rate of Short-Term Incentive Compensation shall mean the average of his Short-Term Incentive Compensation for the three consecutive calendar years in the period of the ten calendar years which immediately precedes the date he becomes Totally Disabled and which results in the highest such average, or if he had not been employed by the Alleghany for at least 3 complete, consecutive calendar years, then the annual average of his Short-Term Incentive Compensation for all full calendar years during which he was so employed. Such average annual rate of Short-Term Incentive Compensation shall be adjusted, for each calendar year in the Disability Period, to take into account the percentage increase, if any, in the CPIU (as defined in Section 1.05) over the previous calendar year.

     1.22 “Spouse” shall mean the person to whom the Participant is lawfully married under applicable law at the time of reference.

     1.23 “Termination of Employment” means and an Employee shall be treated as having incurred, a termination of employment as of the first date on which he ceases for any reason to be an officer of Alleghany, as provided in the By Laws of Alleghany. A Participant who becomes Totally Disabled shall not be treated as having incurred a Termination of Employment for any purpose of the Plan until the earliest of the date on which he ceases to be Totally Disabled (assuming he does not resume his employment with Alleghany on such date), his Normal Retirement Date or the date of his death.

     1.24 “Totally Disabled” means a physical and/or mental incapacity of such condition that it qualifies an individual (after the waiting period required thereunder) for benefits under the Alleghany Corporation Group Long Term Disability Plan, as in effect from time to time; provided, however, that a Participant shall for purposes of this Plan cease to be Totally Disabled as of the date the Participant’s retirement benefits commence under the Plan.

     1.25 “Year of Service” shall mean as to any Participant, the number of whole or fractional periods of 12 consecutive months (such fraction being computed on the basis of complete months) which are included in the period which begins on the date on which he first became a Participant and which ends on the date of his final Termination of Employment (which, for the avoidance of doubt, shall include the period while he is Totally Disabled). The Board may, by resolution, grant additional Years of Service to a Participant for such period prior to the date he first became a Participant as the Board shall determine, which grant shall be set forth opposite the Participant’s name on Exhibit II attached hereto. Further, a Participant employed prior to the effective date of the Plan, January 1, 1989, shall be credited with that additional number of Years of Service which is set forth opposite his name on Exhibit I attached hereto.

ARTICLE II.
PARTICIPATION

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     2.01 Participation. Each Employee who has been elected by the Board to the position of an officer of Alleghany, as provided in the By Laws of Alleghany, and who is designated by the Board to participate in the Plan shall become a Participant effective on the later of his Employment Commencement Date or the date specified by the Board.

     2.02 Re-Employment of Former Participant. If a Participant or former Participant who incurred a Termination of Employment shall again become an Employee and he is again designated by the Board to participate in the Plan, such Employee shall again become a Participant or resume his active participation in the Plan, as applicable, effective on the later of the date of his re-employment or the date specified by the Board. A Participant or former Participant who again becomes an Employee, but is not designated by the Board to participate in the Plan, shall not again become (or resume being) a Participant and his Years of Service and Base Salary and Short-Term Incentive Compensation during his subsequent period of employment shall be disregarded in calculating his benefits under this Plan.

ARTICLE III.
VESTING AND BENEFIT ENTITLEMENT

     3.01 Vesting and Entitlement. A Participant shall have a nonforfeitable right to 100 percent of, and shall be entitled to receive, his retirement benefit as determined pursuant to Article IV if he has completed at least 5 Years of Service.

     3.02 Termination before Vesting. A Participant who terminates his employment with Alleghany before he has completed at least 5 Years of Service shall not be entitled to any retirement benefit under this Plan unless he is thereafter re employed by Alleghany and completes at least 5 Years of Service.

ARTICLE IV.
RETIREMENT BENEFITS

     4.01 Retirement Benefit at Normal Retirement Date. The annual retirement benefit of a Participant, calculated as a monthly annuity which starts on the Participant’s Normal Retirement Date, is payable to the Participant for his life, and after the Participant’s death continues to the Participant’s Spouse, if any, for her life in the same monthly amount as was being received by the Participant, shall equal the product of (i) 66.67% of the Participant’s Average Compensation, (ii) a fraction, not greater than one, the numerator of which is the number of his whole and fractional Years of Service and the denominator of which is 15 and (iii) an Actuarial Equivalent factor, not greater than 1, to reflect the additional value of the Spouse’s benefit on account of the number of years and months, if any, by which the Spouse is younger than the Participant.

     4.02 Reduction for Prior Distributions. In the case of any Participant identified on Exhibit III who received a prior distribution of retirement benefits, the Participant’s annual retirement benefit otherwise payable under Article IV shall be offset by the Actuarial Equivalent of amounts shown in Exhibit III.

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     4.03 Retirement Benefit at Late Retirement Date.

     If a Participant terminates employment with Alleghany after his Normal Retirement Date, then such Participant shall be entitled to receive the greater of:

     (a) the annual retirement benefit determined in accordance with the formula in Section 4.01, reduced (if applicable) as set forth in Section 4.02, based on the Participant’s Years of Service and Average Compensation calculated as of his Normal Retirement Date, then (i) increased from the Participant’s Normal Retirement Date until his Annuity Starting Date using the rate of interest in effect at the close of the first business day of each such calendar year for U.S. Treasury obligations with a then maturity date of one year and then (ii) increased or decreased, as the case may be, by the ratio of the Actuarial Equivalent lump sum factor as in effect on the Participant’s Normal Retirement Date to the Actuarial Equivalent lump sum factor as in effect on the Participant’s Late Retirement Date; or

     (b) the annual retirement benefit determined in accordance with the formula in Section 4.01, reduced (if applicable) as set forth in Section 4.02, based on the Participant’s Years of Service and Average Compensation calculated as of his Late Retirement Date.

     4.04 Retirement Benefit at Early Retirement Date. The annual retirement benefit payable to a Participant whose retirement benefit commences prior to his Normal Retirement Date shall equal the annual retirement benefit determined in accordance with the formula in Section 4.01, further adjusted as follows:

     (a) if the Participant terminated his employment with Alleghany either (i) on or after attaining age 55 and completing at least 20 Years of Service or (ii) on or after attaining age 60 and completing at least 10 Years of Service, then his annual retirement benefit shall be reduced by 3% for each year (interpolated for fractional years) by which his Annuity Starting Date is prior to the date he would attain his Normal Retirement Date;

     (b) in all other cases, his annual retirement benefit shall be reduced by 6% for each year (interpolated for fractional years) by which his Annuity Starting Date is prior to the date he would attain his Normal Retirement Date; and

     (c) reduced, if applicable, as set forth in Section 4.02.

ARTICLE V.
FORMS OF RETIREMENT BENEFITS

     5.01 Calculation of Amount of Benefit Payments. The actual amount of a Participant’s retirement benefit distribution under this Article V in the form elected shall be the Actuarial Equivalent of the annual retirement benefit payable to the Participant as of the Participant’s

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Annuity Starting Date pursuant to Section 4.01, 4.03 or 4.04, as applicable to the Participant, including taking account of the actual age of the Participant’s Spouse, if any.

     5.02 Automatic Form of Benefit.

     (a) Unless he shall make a valid election to the contrary in accordance with the Plan, a Participant who is married on his Annuity Starting Date shall receive a retirement benefit for his life payable monthly beginning on his Annuity Starting Date, with such monthly annuity continued to the Participant’s Spouse (if she has survived him) for the remainder of her life in the same monthly amount as the Participant was receiving prior to his death. For purposes of this Plan, an individual will not be treated as the Participant’s Spouse unless she was lawfully married to the Participant on his Annuity Starting Date (or, in the case of a Participant’s death prior to his Annuity Starting Date, on his date of death).

     (b) Unless he shall make a valid election to the contrary in accordance with the Plan, a Participant who is not married on his Annuity Starting Date shall receive his retirement benefit as monthly annuity payments which shall begin on his Annuity Starting Date and shall continue for as long as the Participant lives after payments begin.

     5.03 Optional Forms. In lieu of the form of benefit provided for by Section 5.02, a Participant may elect as provided in the Plan to receive his retirement benefit in any of the following optional forms:

     (a) a single life annuity option, under which the Participant’s retirement benefit shall consist of monthly payments which shall begin on his Annuity Starting Date and shall continue for as long as the Participant lives after payments begin;

     (b) a period certain annuity option, under which the Participant shall receive a retirement benefit payable in equal monthly installments during his lifetime and ending with the payment due on the first day of the month in which the Participant’s death occurs, but with the provision that not less than 120 monthly installments shall be made to him and his Beneficiaries;

     (c) a joint and survivor annuity option, under which a Participant shall receive a monthly retirement benefit for his life beginning on his Annuity Starting Date with a survivor annuity for the life of his Beneficiary which is equal to 50% or 100%, as he shall have elected, of the monthly benefit for the Participant’s life; or

     (d) a lump sum option, under which the Participant shall receive a single lump sum payment equal to the retirement benefit to which he is then entitled.

     5.04 Death Benefit for Spouse.

     (a) If a Participant has completed at least 5 Years of Service, dies before his

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Annuity Starting Date and is survived by a Spouse (a “Surviving Spouse”), then his Surviving Spouse shall receive an annuity for the life of the Surviving Spouse which shall be the same as the amount of the benefit that would have been paid to such Surviving Spouse under Section 5.02(a) if (i) in the case of a Participant who dies after attaining age 55, the Participant had retired on the day before his death; or (ii) in the case of a Participant who dies on or before attaining age 55, the Participant had separated from service on the date of his death, survived until age 55, and retired at that time.

     (b) In the case of a Participant who dies after attaining age 55, such benefit to the Surviving Spouse shall commence as of the first day of the month coinciding with or next following the date of the Participant’s death, or, in the case of a Participant who dies on or before attaining age 55, such benefit to the Surviving Spouse shall commence on the first day of the month coinciding with or next following the date the Participant would have attained age 55.

     5.05 Commencement of Benefits; Payments to Specified Employees.

     (a) Unless he shall elect to the contrary as provided herein, payment of a Participant’s retirement benefit shall commence on the first day of the calendar month coinciding with or next following the later of (x) the date the Participant has a Separation from Service or (y) the date the Participant attains his Normal Retirement Date.

     (b) Notwithstanding any other provision of this Plan to the contrary, in the event that payment of the Participant’s retirement benefit under the Plan is based upon or attributable to the Participant’s Separation from Service and the Participant is at the time of the Participant’s Separation from Service a “Specified Employee,” then (i) payment of the Participant’s retirement benefits under this Plan shall commence as of the first day of the month that is more than six months after his Separation from Service, and (ii) the aggregate amount of any retirement benefit payments that would have been made to the Participant in the absence of clause (i) shall be paid to the Participant in a lump sum on the date the payment of his retirement benefit commences under clause (i) with interest on each such retirement benefit payment deferred from the date the payment was otherwise due until it is actually paid at the interest rate used to determine Actuarial Equivalences on the date such payment is actually made; provided, however, that if the Participant dies prior to the expiration of such six (6) month period, such deferred amount (and any interest thereon) shall be paid to the Participant’s Beneficiary and any survivor benefits under the option elected by the Participant shall be given effect (or, if a lump sum had been elected, the lump sum shall be paid to his Beneficiary). A Participant will be a “Specified Employee” for purposes of this Plan if, on the date of the Participant’s Separation from Service, the Participant is an individual who is, under the method of determination adopted by the Committee is designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Committee shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

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     5.06 Initial Payment Elections.

     (a) At any time within 30 days after an Employee is first designated as a Participant, the Participant may affirmatively elect (a “Payment Election”): (i) the form in which the Participant’s retirement benefit shall be paid, and (ii) the date or dates and/or event or events for the payment (in the case of a retirement benefit payable in a lump sum) or the commencement of the payment (in the case of a retirement benefit payable as an annuity) of his retirement benefit under the Plan (each such date or dates and/or event or events for payment or the commencement of the payment of a retirement benefit being referred to herein as a “Payment Date”). Each Payment Date must be objectively determinable, and while an Employee may amend or revise the Employee’s Payment Election at any time within the 30 day period after an Employee is first designated as a Participant, such Payment Election in effect on the close of business on such 30^th day shall be irrevocable (except as specifically provided herein). Each Payment Date shall be the first day of the month that is, or next follows, (A) a specified time or the occurrence of an event that is objectively determinable (a “Specified Event Payment”), or (B) the date of the Participant’s Separation from Service (a “Separation from Service Payment”). A Participant may elect a Specified Event Payment or a Separation from Service Payment, or any combination of payment events, but if the Participant elects one or more payment events the Participant must specify whether payment is to commence on the earliest or latest to occur of the Specified Event Payment or the Separation from Service Payment.

     (b) If a Participant has elected a Specified Event Payment and a Separation from Service Payment in the alternative, the Participant may also elect alternative forms of payment of his retirement benefit for the Specified Event Payment and the Separation from Service Payment.

     (c) If a Participant has elected to receive (or as a result of failing to make a valid election will be paid pursuant to Section 5.02) the Participant’s retirement benefit in an annuity form, then the Participant may change the annuity form selected to any of the other annuity forms permitted under the Plan and/or may change his Beneficiary at any time or from time to time, and neither change shall be treated as an Amended Election subject to Section 5.07.

     (d) All Payment Elections shall be subject to the following limitations and restrictions:

     (i) If the Participant has elected a Specified Event Payment, different forms of payment may be elected depending upon whether the Payment Date occurs on or before a specified time.

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     (ii) If the Participant has elected the Separation from Service Payment, a different time and form of payment of the Participant’s retirement benefit may be designated depending upon whether (x) the Separation from Service occurs before or after a specified date, (y) the Separation from Service occurs before or after a combination of a specified date and a specified period of service (measured from the Participant’s date of hire until Separation from Service) determined under a predetermined, nondiscretionary, objective formula, or (z) there is a Separation from Service not described in the foregoing clauses (x) or (y).

     (iii) No Payment Date may be elected that will result in a payment or commencement of a Participant’s retirement benefit prior to the later to occur of a Participant’s Early Retirement Date or the Participant’s Separation from Service. Any Payment Date elected which, if given effect, would require commencement of a Participant’s retirement benefit prior to the Participant’s Early Retirement Date or Separation from Service shall be treated as an election to be paid or commence the Participant’s retirement benefit on the later to occur of a Participant’s Early Retirement Date or Separation from Service.

     (e) Notwithstanding any other provision of this Section 5.07 to the contrary, each Participant in this Plan as of December 31, 2007, may on or before December 31, 2007, make, modify or revoke any election as to the time or form of payment of all or any of his retirement benefit permitted to be made under this Plan, and all such elections in effect at the close of business on December 31, 2007, shall be irrevocable, except as otherwise provided herein.

     (f) Each Payment Election or change therein permitted by Section 5.06(c) shall be in writing and filed with the Plan Administrator, and each Payment Election shall specify the form of payment of the retirement benefit the Participant elects and the Payment Date for the payment of such retirement benefit. Any Payment Election, once made, shall be irrevocable, except as provided in Sections 5.06(c) and 5.07.

     5.07 Amended Payment Election.

     (a) A Participant may make another election (an “Amended Payment Election”) to defer, but not to accelerate, the retirement benefit payable on the Payment Date elected in accordance with Section 5.06 hereof (or in the absence of a valid Payment Election, pursuant to Sections 5.03 and 5.05). Each Amended Payment Election shall be made in accordance with this Section 5.07 and shall cause the payments of the Participant’s retirement benefit to be made (or commence) at a later Payment Date than such payment would have been made in the absence of such Amended Payment Election.

     (b) A Participant’s Amended Payment Election to be valid must satisfy the following limitations:

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     (i) No Amended Payment Election shall take (or be given) effect until twelve (12) months after the date on which such Amended Payment Election is made.

     (ii) The Amended Payment Election must provide for a Payment Date that is not less than five (5) years after the date that the payment subject to the Amended Payment Election would otherwise have been made.

     (iii) In the case of a Specified Event Payment, no Amended Payment Election may be made if the payment, in the absence of the Amended Payment Election, would have been paid within twelve (12) months from the date of the Amended Payment Election.

     (d) Except as set forth herein, a Participant’s Amended Payment Election may provide for payment at any of the time or times or in any of the form or forms as could have been elected in an original Payment Election.

     5.08 Special 409A Provisions.

     (a) The Plan is intended to be operated in compliance with Section 409A of the Code. If any provision of the Plan is subject to more than one interpretation, then the Plan shall be interpreted in a manner that is consistent with Section 409A of the Code.

     (b) Notwithstanding any restriction in the Plan to the contrary, the Committee, in its sole and absolute discretion, may accelerate the time or schedule of a payment under the Plan:

     (i) to an individual (other than the Participant) as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code);

     (ii) as may be necessary to comply with applicable federal, state, local or foreign ethics or conflicts of interest law; or

     (iii) to pay the Federal Insurance Contributions Act tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code, where applicable, on amounts deferred under this Plan (the “FICA Amount”) or to pay the income tax at source on wages imposed under Section 3401 of the Code (or the corresponding withholding provisions of applicable state, local, or foreign tax laws) as a result of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding of the Section 3401 wages and taxes (provided that the total payment does not exceed the aggregate of the FICA Amount, and the income tax withholding related to such FICA Amount).

     5.09 Termination of Benefit. If the period of any retirement benefit is measured by the life of an individual, the last payment to such individual shall be the last payment due on, or

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immediately prior to, the date of the individual’s death. No benefit shall be payable under the Plan with respect to any Participant after such Participant’s death unless specifically provided for in the Plan.

     5.10 Withholding. Alleghany shall have the right to deduct from all payments made hereunder any federal, state, local or foreign income or employment taxes required, in the sole judgment of Alleghany, to be withheld with respect to such payments. Notwithstanding any provision of this Plan to the contrary, each Participant, as a condition to the entitlement to any retirement benefits accruing under this Plan shall pay, or have made arrangements satisfactory to Alleghany for the payment of, any employment taxes on retirement benefits accruing under this Plan.

     5.11 Automatic Payments. Notwithstanding any Participant’s election pursuant to this Plan as to the time or form of his benefits, the following shall apply:

     (a) If any monthly payment that would otherwise be made to any person under the Plan is less than $1,000, then, if the Plan Administrator shall so direct, the aggregate of the amounts which shall be paid to such person in any year shall be paid in quarterly, semiannual or annual installments; and

     (b) If the Actuarial Equivalent value of the Participant’s nonforfeitable retirement benefit as of the date of his Separation from Service or the retirement benefit payable to the Participant’s Surviving Spouse as of the date of the Participant’s death, in either case, does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code if paid as a lump sum, then an amount equal to such Actuarial Equivalent value of such retirement benefit shall be paid to the Participant or the Participant’s Spouse in a lump sum in lieu of any retirement benefit to which he or she may be entitled to under this Plan.

ARTICLE VI.
PLAN ADMINISTRATION

     6.01 Plan Administrator Records. The Plan Administrator shall keep or cause to be kept all data, records and documents relating to the administration of the Plan.

     6.02 Employment of Experts. The Plan Administrator may employ or engage such independent actuaries, accountants, counsel, and other experts or persons as the Plan Administrator may deem necessary in connection with discharging its duties under the Plan.

     6.03 Payment of Expenses. All expenses incurred in connection with the administration of the Plan, including, but not limited to, the compensation of any actuary, accountant, counsel, and other experts or persons who shall be employed by the Plan Administrator in connection with the administration of the Plan shall be paid by Alleghany.

     6.04 Indemnification of Plan Administrator. Alleghany shall indemnify and hold

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harmless to the fullest extent permitted by law the Plan Administrator and any Employee of Alleghany to whom Plan responsibilities are delegated by the Plan Administrator from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by Alleghany) incurred by or asserted against the Plan Administrator or such Employee by reason of the occupying or having occupied positions in connection with the Plan, except that no indemnification shall be provided if the Plan Administrator or such Employee personally profited from any act or transaction in respect of which indemnification is sought.

     6.05 Binding Action. To the fullest extent permitted by law, all actions taken and decisions made by the Plan Administrator shall be final, conclusive and binding on all persons having any interest in the Plan or in any benefits payable thereunder.

ARTICLE VII.
POWERS AND DUTIES OF PLAN ADMINISTRATOR

     7.01 Administration Powers. The Plan Administrator shall have the power to take all action and to make all decisions necessary or proper in order to carry out its duties and responsibilities under the provisions of the Plan, including without limitation, the following:

     (a) To make and enforce such rules and regulations as the Plan Administrator shall deem necessary or proper for the efficient administration of the Plan;

     (b) To interpret the Plan and its rules and regulations; and

     (c) To delegate to one or more persons the authority to administer the Plan, with such duties, powers and authority relative to the administration of the Plan as the Plan Administrator shall determine, and in so doing to limit its own duties and responsibilities to the extent specified in such appointment.

     The Plan Administrator shall report to the Committee each year concerning the administration and operation of the Plan.

     7.02 Plan Administrator Claims Review Authority and Procedures. Any claim for benefits or other payments under the Plan shall be determined in accordance with the procedure set forth below. A claim for benefits or other payments may be filed by a Participant, the surviving Spouse of a Participant, a Beneficiary of a Participant or the authorized representative of such Participant, Surviving Spouse or Beneficiary (the “claimant”).

     (a) Initial Claim Determination. Any claim for benefits or other payments under the Plan shall be made by filing a written statement of such claim with the person or persons designated by the Plan Administrator to process and make initial determinations as to such claims. In the event such claim is denied in whole or in part, such person or persons shall notify the claimant of the denial within 90 days after the date on which the claim was filed. However, if the Plan Administrator determines that special

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circumstances require an extension of time for deciding the claim, the Plan Administrator shall furnish written notice of the extension to the claimant prior to the expiration of such 90 day period. This notice shall indicate the special circumstances requiring the extension, and the date by which the Plan expects to render the determination on the claim. If an extension is taken, and if the claim is denied in whole or in part, the person or persons who processed and denied the claim shall notify the claimant of the denial within 180 days after the date on which the claim was filed.

     (b) Initial Notification of Claim Denial. Any notification of a whole or partial denial of a claim shall be in writing. Such notification shall set forth, in a manner calculated to be understood by the claimant:

     (i) the specific reason or reasons for the denial;

     (ii) reference to the specific provisions of the Plan on which the denial was based;

     (iii) a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary; and

     (vi) an explanation of the review procedure under subsection (c), including a description of the time limits applicable to such procedure and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination of the claim on review.

     (c) Review Procedure. A claimant whose claim is denied in whole or in part under subsection (a) shall be entitled to have such denial reviewed by the Plan Administrator, by filing a written request for such review with the Plan Administrator within 60 days after its receipt of the notification of the claim denial under subsection (b). The claimant may request and shall be provided, free of charge, reasonable access to, and copies of, all documents, records and other information which is relevant to the claim, and which is in the possession of the Plan Administrator or Alleghany. The claimant may provide comments, documents, records and other information relating to the claim to the Plan Administrator to consider when reviewing the claim. Upon receipt of a request for a review of a denied claim, the Plan Administrator shall make a full and fair review of the claim. Such review shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether the same was submitted or considered in the initial claim determination.

     (d) Decision on Review. The Plan Administrator shall make a decision with respect to such claim, and shall notify the claimant of its decision, within 60 days after its receipt of the claimant’s written request for review. However, if the Plan Administrator determines that special circumstances, such as the need to hold a hearing, require an extension of time for deciding the claim, the Plan Administrator shall provide a written

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notice of the extension to the claimant prior to the expiration of such 60 day period. This notice shall indicate the special circumstances requiring the extension, and the date by which the Plan expects to render the determination on review. If an extension is taken, the Plan Administrator shall notify the claimant of its decision on the claim within 120 days after the date on which the request to review the denial of the claim was filed. However, if the Plan Administrator determines that an extension is needed because the claimant must submit additional information in order for the Plan Administrator to make its determination on the claim, and the Plan Administrator requests such additional information from the claimant in the notification of extension, then the 120 day period for making the determination on review shall be tolled for the period which starts on the date on which such notification is sent to the claimant, and which ends on the date on which the claimant provides such additional information to the Plan Administrator.

     (e) Notification of Decision on Review. The notification of the Plan Administrator’s decision on review shall be in writing. If the claim is denied, the notification shall set forth, in a manner calculated to be understood by the claimant:

     (i) the specific reason or reasons for the claim denial;

     (ii) reference to the specific Plan provisions on which the claim denial was based;

     (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information which is relevant to the claim, and which is in the possession of the Plan Administrator or Alleghany; and

     (iv) a statement of the claimant’s right to bring an action with respect to the matter raised in the claim under Section 502(a) of ERISA.

     The Plan Administrator shall provide the claimant with reasonable access to, and copies of, any documents, records and other information which the claimant is entitled to receive, as indicated in the notification.

     7.03 Conflicts of Interest. The Plan Administrator shall not participate in the resolution of any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit payable to him. In cases involving the disqualification under this Section 7.03 of the Plan Administrator, the questions at issue shall be certified to the Compensation Committee of the Board for resolution.

ARTICLE VIII.
LIMITATION OF RIGHTS AND OBLIGATIONS

     8.01 Plan is Voluntary. Although it is the intention of Alleghany that the Plan shall be continued, the Plan is entirely voluntary on the part of Alleghany and the Plan’s continuance is

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not a contractual obligation of Alleghany. Notwithstanding any termination of the Plan by Alleghany, Alleghany agrees as a contractual obligation with the Participants to pay all amounts as shall be necessary to provide the retirement benefits accrued by them under the Plan as of the date of any such termination of the Plan.

     8.02 Creation of Certain Employment Rights. The Plan shall be deemed to constitute a contract between Alleghany and each Participant and is consideration or inducement for the employment of the Participant by Alleghany. Notwithstanding the foregoing, nothing contained in the Plan shall be deemed (a) to give any person the right to be retained in the service of Alleghany or to be continued as an officer of Alleghany or (b) to interfere with the right of Alleghany to discharge any person at any time without regard to the effect which such discharge shall have upon his rights or potential rights, if any, under the Plan.

     8.03 Distributions Only from Alleghany. Each Participant and any other person who shall claim any retirement benefit or other rights under the Plan shall be entitled to look only to Alleghany for any payment or benefit, and no member of the Board, officer or employee of Alleghany shall be liable in any manner if Alleghany shall fail to meet its obligations hereunder. Each Participant shall be only an unsecured general creditor of Alleghany with respect to the retirement benefits to which he is entitled under this Plan.

ARTICLE IX.
AMENDMENT AND TERMINATION

     9.01 Amendment. The Plan may be amended, whether prospectively or retroactively, in whole or in part, at any time, or from time to time, whether upon termination or otherwise, as to any or all of its provisions, by, or pursuant to authorization contained in, a resolution adopted by the Board; provided, however, that no amendment may reduce the accrued benefit of any Participant (calculated as if the Plan then terminated).

     9.02 Termination. The Board may at any time terminate the Plan, in whole or part.

     9.03 Payment of Benefits upon Termination. Upon termination of the Plan, benefits may be paid directly by Alleghany or by means of insurance and/or annuity contracts purchased from one or more insurance companies either (a) by payment of the benefits when and as called for under the Plan until such time as all benefits are paid, or (b) by distribution of the Actuarial Equivalent of the accrued retirement benefits of each Participant, in cash in one lump sum or (c) by the purchase of annuity contracts of such type as the Board shall determine; provided, however, that no payment shall be made in a form or at a time which shall violate Section 409A of the Code. For this and all other purposes of the Plan, the accrued benefit of any Participant shall equal the retirement benefit (or the lump sum Actuarial Equivalent thereof) the Participant would have been entitled to receive at the time of reference if his Termination of Employment were the date of the Plan termination or the time of reference, as the case may be, and the Participant’s retirement benefits were payable as of the date, and in the form, then elected by the Participant pursuant to Section 5.07 or as otherwise provided in the Plan.

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ARTICLE X.
LIMITATION ON ASSIGNMENT

     10.01 Spendthrift Provision. In order that the benefits hereunder shall be fully protected against claims of all sorts, direct or otherwise, none of the benefits provided hereunder to any person shall be assignable or transferable voluntarily, nor shall they be subject to the claims of any beneficiary or creditor whatsoever, nor subject to attachment, garnishment or other legal process by any creditor or to the jurisdiction of any bankruptcy court or any insolvency proceedings by operation of law, or otherwise. No person shall have any right to alienate, anticipate, pledge, sell, transfer, assign, commute, or encumber any of such benefits voluntarily or involuntarily.

     10.02 Incompetence of Participant or Beneficiary. If the Plan Administrator receives evidence satisfactory to him that a person entitled to receive any payment under the Plan is legally incompetent to receive such payment and to give valid release therefor, such payment may be made to the guardian, committee, or other representative of such person duly appointed by a court of competent jurisdiction. If a person or institution other than a guardian, committee, or other representative of such person who has been duly appointed by a court of competent jurisdiction is then maintaining or has custody of such incompetent person, the payment may be made to such other person or institution and the release of such other person or institution shall be valid and complete discharge for the payment.

ARTICLE XI.
MISCELLANEOUS

     11.01 Governing Laws. This Plan and all provisions thereof shall be construed and administered according to the laws of the State of New York without giving effect to the principle of conflicts of law thereof.

     11.02 Name. The name of this Plan is the “Alleghany Corporation Retirement Plan.”

     11.03 Titles and Heading not to Control. The titles to the Articles and the headings of Sections in the Plan are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather that such titles or headings, shall control.

     11.04 Gender and Person. The masculine pronoun shall include the feminine, the feminine pronoun shall include the masculine and the singular shall include the plural wherever the context so requires.

     11.05 Preservation of Pre-Amendment Accrued Benefits. Notwithstanding any provision of the Plan to the contrary, each Participant who was employed by Alleghany on December 31, 2006, shall always be entitled to receive no less than the amount of the retirement benefits (and any related tax distributions) which such Participant had accrued as of December 31, 2006, payable in such amounts, subject to such adjustments and utilizing such factors and methods pursuant to the terms and provisions of the Plan as in effect prior to its amendment

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effective as of December 31, 2006; provided that the foregoing shall not entitle any Participant to payment of his retirement benefits prior to the time provided in this Plan as in effect at the time such retirement benefits commence. The amount of the retirement benefits (and any tax distributions) that a Participant may be entitled to receive pursuant to the provisions of this Section 11.05 are in lieu of, and not in addition to, the retirement benefits and entitlements to which such Participant is then entitled to under this Plan as so amended effective as of December 31, 2006.

     11.06 Alleghany Capital Partners LLC. The Board may designate officers of Alleghany Capital Partners LLC (“ACP”) to participate in the Plan and accrue retirement benefits hereunder as if each such designated officer were an officer of Alleghany (each an “ACP Participant”). During the period such ACP Participant is an officer of ACP, such ACP Participant shall be treated as employed by, and an officer of, Alleghany for purposes of applying the provisions of the Plan relating to participation, vesting and the entitlement to, and amount of, retirement benefit.

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ALLEGHANY CORPORATION RETIREMENT PLAN

EXHIBIT I

Pre-Effective Date Years of Service

	Years of
Name	Service at 12/31/88
Sismondo, Peter		1.0

EXHIBIT II

Special Grants of Additional Years of Service

Name	Additional Years of Service
Hart, Robert M.		5

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EXHIBIT III

Robert Hart

	Accumulation of
Retirement	Secular Lump Sum
Age	Payment
60		5,718,868
61		5,921,889
62		6,132,116
63		6,349,806
64		6,575,224
65		6,808,644
66		7,050,350
67		7,300,638
68		7,559,810
69		7,828,183
70		8,106,084
71		8,393,850
72		8,691,832
73		9,000,393
74		9,319,906
75		9,650,763

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EXHIBIT III (con’t)

Peter Sismondo

	Accumulation of		Ongoing Single		Ongoing Single		Accumulation of
Retirement	Secular Annuity		Life Secular		Life Tax-Qualified		Tax-Qualified
Age	Payments		Annuity Payments		Annuity Payments		Annuity Payments
55		0		140,252		1,473.44		0
56		143,397		140,252		1,536.59		0
57		292,731		140,252		1,599.74		0
58		448,248		140,252		1,662.89		0
59		610,203		140,252		1,726.03		0
60		778,862		140,252		1,789.18		0
61		954,505		140,252		1,852.33		0
62		1,137,418		140,252		1,915.48		0
63		1,327,905		140,252		1,978.62		0
64		1,526,278		140,252		2,041.77		0
65		1,732,863		140,252		2,104.92		0
66		1,948,001		140,252		2,104.92		2,152
67		2,172,045		140,252		2,104.92		4,393
68		2,405,365		140,252		2,104.92		6,727
69		2,648,345		140,252		2,104.92		9,158
70		2,901,384		140,252		2,104.92		11,689
71		3,164,898		140,252		2,104.92		14,325
72		3,439,322		140,252		2,104.92		17,070
73		3,725,108		140,252		2,104.92		19,929
74		4,022,724		140,252		2,104.92		22,907
75		4,332,663		140,252		2,104.92		26,007

Note: In applying the reduction in Section 4.02, the amounts shown above in this Exhibit III: (i) as “Accumulations of Secular Annuity Payments” and “Accumulation of Tax-Qualified Annuity Payments” are converted from a lump sum to the form provided in Article IV on an Actuarial Equivalent basis, and (ii) as “Annuity Payments” are converted from an annual amount payable monthly of the annuity form so specified to the form provided in Article IV on an Actuarial Equivalent basis. In each case, such Actuarial Equivalent basis shall be determined as of the date the Participant’s retirement benefits commence, and if the date the Participant’s retirement benefits commence is other than the first day of the month coinciding with or next following the retirement age indicated, the amount utilized will be based upon the amounts shown above interpolated for completed months between the retirement ages indicated and the date such retirement benefits commence.

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EX-10.2

Exhibit 10.2

ALLEGHANY CORPORATION OFFICERS AND HIGHLY
COMPENSATED EMPLOYEES
DEFERRED COMPENSATION PLAN

     The Alleghany Corporation Officers and Highly Compensated Employees Deferred Compensation Plan (the “Plan”), as amended and restated as of January 1, 2008, provides for an unfunded savings benefit and an unfunded deferred compensation arrangement for officers and certain highly compensated employees of Alleghany Corporation, a Delaware corporation (“Alleghany”). The Plan is intended to be a plan which is unfunded and is maintained by Alleghany primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees both within the meaning, and for the purposes, of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.

     All compensation deferred and savings benefits that were vested under the Plan on December 31, 2004, and the earnings credited thereon (whether before or after December 31, 2004) (the “Pre-409A Amounts”) are subject to the provisions of this Plan in effect on December 31, 2004, (the “Pre-2005 Plan”). The Pre-409A Amounts will be separately accounted for, administered and paid solely in accordance with the terms of the Pre-2005 Plan.

1. DEFINITIONS.

     For purposes of the Plan, in addition to the terms otherwise defined herein, the following terms shall have the meanings as set forth below:

     (a) “Account” or “Accounts” shall mean the separate bookkeeping account or accounts established and maintained by Alleghany pursuant to Section 8 in respect of each Participant.

     (b) “Board” means the Board of Directors of Alleghany.

     (c) “Base Salary” means the compensation paid (whether or not such compensation is currently payable or deferred) to the Participant as base salary, which base salary shall not include (by way of illustration and not limitation) any non-cash compensation, any savings benefit amounts, any Incentive Compensation, any long term incentive bonuses, restricted stock, severance, termination or separation pay or other extraordinary compensation, payments, fringes, allowances or reimbursements.

     (d) “Beneficiary” means the person or persons last designated by a Participant, on a form provided by, and filed with, the Committee, to receive any amounts payable to the Participant hereunder following the Participant’s death. If all the persons so designated are individuals and if there is no such individual living at the time of the death of the Participant, or if no such person has been designated, then the Participant’s Beneficiary shall be his estate.

     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

     (f) “Common Stock” shall mean the common stock, $0.10 par value, of Alleghany.

     (g) “Disabled” shall mean a determination that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the service provider’s employer. A Participant will be deemed Disabled if, and as of the date, determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program of Alleghany or any subsidiary, provided that the definition of disability applied under such disability insurance program is consistent with this definition of “Disabled.”

     (h) “Incentive Compensation” shall mean compensation payable by Alleghany where the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, and in most cases would include the compensation payable pursuant to the Alleghany Corporation Management Incentive Plan and the Alleghany Corporation 2007 Long-Term Incentive Plan and any predecessor or successor annual or long-term incentive plans. Compensation may be Incentive Compensation where the amount will be paid regardless of satisfaction of the performance criteria due to the Participant’s death or disability, provided that a payment made under such circumstances without regard to the satisfaction of the performance criteria will not constitute Incentive Compensation and so payment will be made without giving effect to the Deferral Election. Disability refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such disability can be expected to result in death or can be expected to last for a continuous period of not less than 6 months.

     (i) “Separation from Service” shall mean the Participant’s termination of employment with Alleghany, its subsidiaries and with each member of the controlled group (within the meaning of Sections 414(b) or (c) of the Code) of which Alleghany is a member. A Participant will not be treated as having a Separation from Service during any period the Participant’s employment relationship continues, such as a result of a leave of absence granted by Alleghany (consistent with the rules in Treasury Regulation Section 1.409A-1(h)(1)(i)), and whether a Separation from Service has occurred shall be determined by the Committee (on a basis consistent with rules under Section 409A of the Code) after consideration of all the facts and circumstances, including whether either no further services are to be performed or there is a permanent and substantial decrease (e.g., 80% or more) in the level of services to be performed (and the related amount of compensation to be received for such services) below the level of

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services previously performed (and compensation previously received).

2. ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Compensation Committee of the Board (the “Committee”), but that Committee may delegate to an officer of Alleghany (the “Plan Administrator”) responsibility for the day-to-day administration of the Plan under the direction of the Committee. The Committee shall have exclusive power to select the highly-compensated employees to participate in the Plan and shall have the authority (which authority may be delegated to the Plan Administrator subject to such restrictions and limitations as imposed by the Committee) to establish, adopt and revise such rules, regulations, guidelines, forms and instruments relating to the Plan as may be deemed necessary, advisable or appropriate for the administration and operation of the Plan. Any reference in the Plan to the Committee shall be deemed to include the Plan Administrator to the extent that the Committee has delegated any authority or responsibility therefore to the Plan Administrator. The Committee’s interpretation and construction of the Plan and all actions taken thereunder shall be binding on all persons for all purposes.

3. PARTICIPATION.

     Each employee who is elected or appointed as a corporate officer of Alleghany shall be eligible to participate in the Plan (each a “Participant”) as of the date such employee was elected or appointed by the Board, and any other highly compensated employee of Alleghany who is not a corporate officer but who is designated by the Board to participate in the Plan shall also become a Participant as of the date he or she is designated by the Board to participate in the Plan. A person shall cease to be a Participant on the date the Participant receives all benefits to which the Participant is entitled under the Plan.

4. ALLEGHANY SAVINGS BENEFIT CREDIT.

     On the last business day of each calendar quarter, Alleghany will credit to the Savings Benefit Account of each person who was a Participant at any time during such calendar quarter an amount equal to 3.75% of the Base Salary paid to such Participant during that calendar quarter while he or she was a Participant (the “Savings Benefit Credit”). No amounts shall be credited to a Savings Benefit Account in respect of a calendar quarter following the calendar quarter in which a Participant has a Separation from Service, unless the Participant recommences employment with Alleghany.

5. DEFERRAL ELECTIONS.

     (a) A Participant may make an election (a “Deferral Election”) to defer all or any part of the Base Salary or Incentive Compensation that would be payable to the Participant in the absence of an effective Deferral Election (the “Deferred Compensation”); provided, however, that a Participant may not defer any amounts of the Participant’s Base Salary or Incentive Compensation that in the absence of a Deferral Election would be paid to the Participant in the

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form of Common Stock. A Participant’s Deferral Election to defer Base Salary must be made on or before, and such Deferral Election will become irrevocable on, the December 31^st preceding the calendar year in which the Base Salary being deferred would be earned. A Participant’s Deferral Election to defer all or any part of his or her Incentive Compensation must be made on or before, and such election will become irrevocable on, the date which is six (6) months before the end of the performance period applicable to such Incentive Compensation.

     (b) Notwithstanding the foregoing, in the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant may make a Deferral Election within 30 days after the date the Participant becomes eligible to participate with respect to (i) Base Salary paid for services to be performed subsequent to the date of the Deferral Election and (ii) in the case of Incentive Compensation (or an amount that would be Incentive Compensation if the performance period with respect to the Participant had been at least 12 months), so much of the Incentive Compensation as is equal to (x) the total amount of the Incentive Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the Deferral Election over the total number of days in the performance period.

6. PAYMENT ELECTIONS.

     (a) A Participant may affirmatively elect the time of payment or the time of commencement of the payments from the Participant’s Account (a “Payment Election”), which time of payment (or if annual installment payments are elected, the time for the commencement of payments) shall be the first day of the month that is, or next follows, (A) a specified time or the occurrence of an event that is objectively determinable (a “Specified Event Payment”), (B) the date of the Participant’s Separation from Service (a “Separation from Service Payment”) or (C) the determination that the Participant is Disabled (a “Disability Payment”). A Participant may elect a Specified Event Payment, a Separation from Service Payment, a Disability Payment or any combination of payment events, but if the Participant elects one or more payment events the Participant must specify whether payment is to commence on the earliest or latest to occur of the Specified Event Payment, the Separation from Service Payment and/or the Disability Payment. The elected time of payment (or the time of commencement of the payments) is referred to herein as the “Payment Date.”

     (b) A Participant’s Payment Election shall specify whether payment will be made in a lump sum on the Payment Date or in a number of annual installments (not more than 10) as specified, the first such payment becoming payable on the Payment Date and each subsequent annual payment becoming payable on the anniversary of that Payment Date (each subsequent annual payment becoming payable on the anniversary of the Payment Date being referred to herein as the “Payment Date Anniversary”). If a Participant has elected a Specified Event Payment, a Separation from Service Payment or a Disability Payment in the alternative, the Participant may also elect alternative forms of payment for the Specified Event Payment, the Separation from Service Payment and/or the Disability Payment. In addition, if a Participant elects annual installments, the Participant may elect the method of calculating the amount (which

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method must produce an amount that is objectively determinable) to be paid on the Payment Date and each Payment Date Anniversary, but if the Participant fails to elect a method of calculating the installments, the amount payable shall be determined in accordance with Section 9(b) hereof.

     (c) All Payment Elections shall be subject to the following limitations and restrictions:

(1)	If the Payment Election relates to the time of payment of all or any part of the Base Salary or Incentive Compensation that would have been payable to the Participant in the absence of a valid Deferral Election, then such Payment Election (A) shall be applicable only with respect to the compensation deferred pursuant to such Deferral Election and (B) shall be made, and shall become irrevocable, on the date the Deferral Election becomes irrevocable.
(2)	If the Payment Election shall apply to any Savings Benefit Credit, then such Payment Election (A) shall be applicable only with respect to the Savings Benefit Credit made in calendar years beginning after the calendar year in which the Payment Election was made and (B) on December 31st shall become irrevocable with respect to all Savings Benefit Credit credited in any calendar year thereafter; provided, however, that the Participant may make a new Payment Election applicable only with respect to the Savings Benefit Credit made in calendar years beginning after the calendar year in which the new Payment Election was made.
(3)	If the Payment Date is a specified time or event, different forms of payment (i.e., a lump sum or annual installments) may be elected depending upon whether the Payment Date occurs on or before a specified time.
(4)	If the Payment Date is based upon a Separation from Service, a different time and form of payment (i.e., a lump sum or annual installments) may be designated depending upon whether (x) the Separation from Service occurs before or after a specified date, (y) the Separation from Service occurs before or after a combination of a specified date and a specified period of service (measured from the Participant’s date of hire until Separation from Service) determined under a predetermined, nondiscretionary, objective formula, or (z) there is a Separation from Service not described in the foregoing clauses (x) or (y).
(5)	No Payment Date may be elected (or if elected, will not be given effect) with respect to an amount in a Savings Benefit Account or Deferral Account that is later than 12 months after the date of the Participant’s Separation from Service.

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     (d) Notwithstanding the foregoing, each Participant who is credited under the Plan with any amount in excess of the Participant’s Pre-409A Amount may, on or before December 31, 2007, make a Payment Election (or may revoke any prior Payment Election and make a new Payment Election) with respect to such amount (i.e., in excess of the Pre-409A Amounts) at any time on or before December 31, 2007, excluding any amount credited under the Plan that in the absence of such election would otherwise be paid in 2007.

7. AMENDED PAYMENT ELECTIONS.

     (a) A Participant may make another election (an “Amended Payment Election”) to defer, but not to accelerate, the amount payable on the Payment Date elected in accordance with Section 6 hereof (or in the absence of a valid Payment Election, pursuant to Section 10(a) hereof). Each Amended Payment Election shall be made in accordance with this Section 7 and shall cause the payments from the Participant’s Account and attributable to such Payment Election to be made (or commence) at a later Payment Date than such payment would have been made in the absence of such Amended Payment Election.

     (b) For purposes of applying this Section 7, if a Participant has elected to have the Participant’s Account paid in annual installments, then this Section 7 shall be applied as if the amount to be paid on the Payment Date and on each subsequent Payment Date Anniversary were made pursuant to a separate Election, such that an Amended Payment Election to change the time or form of an amount payable upon a Payment Date or any Payment Date Anniversary must separately satisfy the requirements of this Section 7.

     (c) A Participant’s Amended Payment Election to be valid must satisfy the following limitations:

(1)	No Amended Payment Election shall take (or be given) effect until twelve (12) months after the date on which such Amended Payment Election is made.
(2)	The Amended Payment Election must provide for a Payment Date for the amount deferred by reason of the Amended Payment Election that is not less than five (5) years after the date that the payment subject to the Amended Payment Election would otherwise have been made.
(3)	In the case of a Specified Event Payment, no Amended Payment Election may be made if the payment, in the absence of the Amended Payment Election would have been paid within twelve (12) months from the date of the Amended Payment Election.

     (d) Except as set forth herein, a Participant’s Amended Payment Election may provide for payment at any of the time or times or in any of the form or forms as could have been elected in an original Election.

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8. ACCOUNTS.

     (a) One Account for each Participant shall be denominated as a “Savings Benefit Account” and shall reflect the Savings Benefit Credits made by Alleghany for the benefit of the Participant pursuant to the Plan. If the Participant has made a Deferral Election with respect to any of the Participant’s compensation, then a separate Account, denominated as the Participant’s Deferral Account, shall also be maintained for such Participant. In addition, if the Participant shall make different Payment Elections (or Amended Payment Elections) with respect to amounts credited either to the Participant’s Savings Benefit Account and/or Deferral Account such that any amounts may be paid at different times or in different forms, then separate subaccounts shall be established within such Savings Benefit Account and/or Deferral Account, as the case may be, and each subaccount shall reflect all credits, deferrals, earnings thereon and distributions therefrom, so that all amounts in any subaccount shall be subject to the same Payment Election (or any Amended Payment Election). For the avoidance of doubt, any reference in the Plan to a payment from an Account (including, without limiting the generality of the foregoing, for purposes of Section 9 hereof) shall be deemed to refer to each subaccount independently. Each Account and any subaccount shall exist solely for record keeping purposes and shall not represent any actual interest in any assets of Alleghany or shares of Common Stock.

     (b) All Savings Benefit Credits shall be credited to the Participant’s Savings Benefit Account on the last business day of each calendar quarter. If a Participant has made a Deferral Election, then any Deferred Compensation shall be credited to the Participant’s Deferral Account in accordance with the administrative procedures established by the Plan Administrator from time to time.

     (c) Unless a Participant has elected to have all or a portion of the amounts credited to an Account be invested in Common Stock (a “Common Stock Election”), then the Account (or the balance in the Account, if applicable) shall be deemed to earn interest at the Prime Rate, which credit shall be computed on and from the date an amount is credited to such Account through the date an amount is distributed from the Account or treated as invested in Common Stock, which interest credits shall otherwise be compounded on an annual basis and credited to the Account as of the December 31st of each year or, if earlier, the date the Account is liquidated. For these purposes, the “Prime Rate” the rate of interest announced by JP Morgan Chase Bank, N.A. from time to time as its “prime rate” and as in effect at the close of the last business day of each month, which rate shall be deemed to remain in effect through the last business day of the next month.

     (d) If a Participant at any time or from time to time makes a Common Stock Election with respect to all or any part of the balance in the Participant’s Account, after such Common Stock Election is implemented such amount shall thereafter be treated as if such amount were instead invested in Common Stock, reflecting the investment experience which the Account would have had if the amount so designated had been invested in (without commissions or other transaction expenses) whole or fractional shares of Common Stock during such period.

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Accounts credited with Common Stock shall be adjusted as appropriate to reflect cash and stock dividends, stock splits, and other similar distributions or transactions which, from time to time, occur with respect to Common Stock during the period such Common Stock is credited to the Account and any cash dividends and other distributions (other than in the form of Common Stock) shall be deemed to purchase additional Common Stock on the date of payment thereof. The number of whole or fractional shares of Common Stock credited to, or debited from, an Account shall be based upon the mean between the high and low prices of Common Stock on the applicable date on the New York Stock Exchange Consolidated Tape.

     (e) The Committee or the chief legal officer of Alleghany may establish, revoke or change from time to time rules regarding the date or period for implementing the crediting to, or debiting from, any Account any Common Stock, which rules may require that the crediting or debiting of Common Stock shall be given effect only as of the date or during a period as the Committee or the chief legal officer of Alleghany determines. The Committee or the chief legal officer may at any time, in its or his sole discretion, suspend the availability of Common Stock as a notional investment for an Account, impose limitations upon the frequency and amount of debits and credits of Common Stock and otherwise prohibit such debits and credits, with or without advance notice to Participants, as the Committee or the chief legal officer, as the case may be, deems necessary, appropriate or advisable.

9. PAYMENT FROM ACCOUNTS.

     (a) If a Participant elects to have payment of the Participant’s Account made in annual installments, the Participant’s Account shall continue to be credited with the Prime Rate or changes in the value of, and the distributions on, Common Stock, subject to such rules and limitations as may be adopted by the Committee, until the installment payments are debited from the Account.

     (b) Unless another objectively determinable method is specified in a Participant’s Election pursuant to Section 6(c) hereof (or Amended Payment Election), if a Participant’s Account is payable in annual installments, then the amount payable on the Payment Date or the Payment Date Anniversary, as the case may be, shall be determined by dividing the value of the Account as of the December 31^st prior to the Payment Date or Payment Date Anniversary, as the case may be, by the number of annual installments remaining to be made from the Account, including the payment then due on such Payment Date or Payment Date Anniversary, as the case may be. If a Participant elects annual installments of fixed dollar amounts, any amounts remaining in the Account shall be paid to the Participant as of the last Payment Date Anniversary.

     (c) All payments shall be made in cash as promptly as practicable following the Payment Date or Payment Date Anniversary and, in any event, on or before the later of (x) the last day of the calendar year in which the Payment Date or Payment Date Anniversary occurs or (y) the date 2 ¹/2 months after such Payment Date or Payment Date Anniversary.

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10. TIME OF PAYMENT IN CERTAIN CIRCUMSTANCES.

     (a) Absence of Election. In the absence of an effective Payment Election with respect to any Savings Benefit Credit or Deferred Compensation, a Participant will be deemed to have elected as a Payment Date with respect to such Savings Benefit Credit or Deferred Compensation the first day of the calendar month coinciding with or next following the Participant’s Separation from Service and to have elected that such amount be paid in a lump sum.

     (b) Death. Notwithstanding any Participant’s Payment Election or any Amended Payment Election, in the event that a Participant dies prior to the payment of the entire balance in the Participant’s Account, then the balance in the Participant’s Account shall be paid in a lump sum to the Participant’s Beneficiary on the first day of the calendar month coinciding with or next following the date of the Participant’s death.

     (c) Delay for Specified Employees. Notwithstanding any other provision of this Plan to the contrary, in the event that payment under the Plan is based upon or attributable to the Participant’s Separation from Service and the Participant is at the time of the Participant’s Separation from Service a “Specified Employee,” then any payment otherwise required to be made to the Participant shall remain in the Account and be deferred and paid in a lump sum to the Participant on the day after the date that is six (6) months from the date of the Participant’s Separation from Service; provided, however, if the Participant dies prior to the expiration of such six (6) month period, payment to the Participant’s beneficiary shall be made as soon as practicable following the Participant’s death; and provided, further, that if the Participant has elected to have his Account paid over ten (10) years in substantially equal payments and is not entitled to Pre-409A Amounts in the calendar year the Participant has a Separation from Service that would permit the Participant to receive the Participant’s entire balance under the Plan (including the Pre-409A Amounts over ten (10) years in substantially equal payments, then instead of any payments being deferred and such deferred payments being paid in a lump sum, commencement of the payment of the Participant’s Account shall be deferred and commence on the day after the expiration of such six-month period over the ten-year period elected by the Participant. A Participant will be a “Specified Employee” for purposes of this Plan if, on the date of the Participant’s Separation from Service, the Participant is an individual who is, under the method of determination adopted by the Committee designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Committee shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

     (d) Other Special Circumstances of Payment. Notwithstanding any restriction in the Plan to the contrary, the Committee, in its sole and absolute discretion, may accelerate the time or schedule of a payment under the Plan:

(1) to an individual (other than the Participant) as may be necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code);

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(2)

as may be necessary to comply with applicable federal, state, local or foreign ethics or conflicts of interest law; or

(3)

to pay the Federal Insurance Contributions Act tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code, where applicable, on amounts deferred under this Plan (the “FICA Amount”) or to pay the income tax at source on wages imposed under Section 3401 of the Code (or the corresponding withholding provisions of applicable state, local, or foreign tax laws) as a result of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding of the Section 3401 wages and taxes (provided that the total payment does not exceed the aggregate of the FICA Amount, and the income tax withholding related to such FICA Amount).

11. GENERAL PROVISIONS.

     (a) Nothing in the Plan shall create, or be construed to create, a trust or fiduciary relationship of any kind between Alleghany and a Participant, his or her Beneficiary, or any other person. Any amounts deferred under the Plan shall be construed for all purposes as a part of the general funds of Alleghany, and any right to receive payments from Alleghany under the Plan shall be no greater than the right of any unsecured general creditor. Alleghany may, but need not, purchase any securities or instruments as a means of hedging its obligations to any Participant under the Plan, but if it does, neither the Participant, his Beneficiary nor any other person shall have any interest therein or other right to such property. All payments hereunder shall be made in cash and no Participant shall be entitled hereunder to any shares of Common Stock.

     (b) The right of any Participant to any amount payable pursuant to this Plan shall not be assigned, transferred, pledged or encumbered except by the laws of descent and distribution.

     (c) No employee benefits to which a Participant would be entitled under any other employee benefit plan or arrangement maintained by Alleghany for its employees shall be decreased or modified because of any Deferred Compensation under the Plan.

     (d) Payment by Alleghany to a Participant or to a Participant’s Beneficiary shall be binding on all interested parties and on such Participant’s heirs, executors, administrators and assigns, and shall discharge Alleghany and its directors, officers and employees from all claims, demands, actions or causes of action of every kind arising out of or on account of such Participant’s participation in the Plan, known or unknown, for himself, his heirs, executors, administrators and assigns.

     (e) All Savings Benefit Credits and Deferred Compensation under the Plan shall be subject to employment taxes, and all payments shall be subject to income tax withholding, if applicable. Each Participant shall make arrangements satisfactory to Alleghany with respect to the collection of such taxes with respect to all Savings Benefit Credits and Deferred

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Compensation hereunder, and Alleghany shall have the right to deduct from all payments made hereunder any federal, state, local or foreign income taxes required, in the sole judgment of Alleghany, to be withheld with respect to such payments.

     (f) The validity and construction of the Plan shall be governed by the laws of the State of Delaware, but without giving effect to the choice of law principles thereof.

     (g) Nothing contained in this Plan shall be deemed (1) to give any person the right to be retained in the service of Alleghany or to be continued as a corporate officer of Alleghany or (ii) to interfere with the right of Alleghany to discharge any person at any time without regard to the effect which such discharge shall have upon his rights or potential rights, if any, under the Plan.

     (h) The Board may designate officers of Alleghany Capital Partners LLC (“ACP”) to participate in the Plan and accrue benefits hereunder as if such officer were an officer of Alleghany (each an “ACP Participant”). During the period an ACP Participant is an officer of ACP, such ACP Participant shall be treated as employee of Alleghany and a Participant for purposes of the Plan.

12. AMENDMENT OR TERMINATION OF THE PLAN.

     The Board, without the consent of any Participant, may at any time terminate or from time to time amend the Plan in whole or in part; provided, however, that no such action shall adversely affect any rights or obligations with respect to payment under the Plan; and provided, further, that no such action shall cause the Plan to violate Section 409A of the Code.

13. COMPLIANCE WITH SECTION 409A OF THE CODE.

     (a) The Plan is intended to be operated in compliance with Section 409A of the Code. If any provision of the Plan is subject to more than one interpretation, then the Plan shall be interpreted in a manner that is consistent with Section 409A of the Code.

     (b) All Deferral Elections, Payment Elections or Amended Payment Elections shall be in writing and shall be effective as and when received by Alleghany pursuant to procedures established by the Committee from time to time. An Amended Payment Election when received pursuant to such procedures is irrevocable when received.

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EX-10.3

Exhibit 10.3

ALLEGHANY CORPORATION 2005 DIRECTORS’ STOCK PLAN

RESTRICTED STOCK UNIT SUPPLEMENT

(Amended and Restated as of January 1, 2008)

     1. GRANT OF RESTRICTED STOCK UNITS. This Supplement (this “Supplement”), forming a part of the Alleghany Corporation 2005 Directors’ Stock Plan the (“Plan”), permits a Non-Employee Director to timely elect in accordance with Section 3 hereof to be credited with, in lieu of the automatic grant of 250 shares of Restricted Stock pursuant to the Plan, on the first business day following each Annual Meeting (each a “Grant Date”), 250 notional units of measurement each equivalent to a share of Common Stock (each a “Restricted Stock Unit”).

     2. RESTRICTED STOCK UNIT ACCOUNTS. The Company shall establish and maintain a separate unfunded, bookkeeping account in respect of any Restricted Stock Units granted to a Non-Employee Director (an “Account”), which Account shall reflect the investment experience that the Account would have had if such Account held whole or fractional shares of Common Stock equal to the number of whole or fractional Restricted Stock Units credited to the Account. A separate sub-Account shall be created to identify each grant of Restricted Stock Units on each Grant Date for purposes of applying the provisions of this Supplement. The Account (and each sub-Account) shall exist solely for record keeping purposes and shall not represent any actual interest in any shares of Common Stock. If any cash or stock dividends are paid on the shares of Common Stock represented by the Restricted Stock Units during the period between the Grant Date and the date of payment with respect to such Restricted Stock Units, then additional whole or fractional Restricted Stock Units shall be credited to the Non-Employee Director’s Account. Such credit shall be made as of the applicable dividend payment date. The number of whole or fractional Restricted Stock Units credited as a result of any cash dividends shall be determined by dividing (a) the aggregate dollar amount of the cash dividends by (b) the fair market value of a share of Common Stock on the dividend payment date. The additional whole and/or fractional Restricted Stock Units acquired with any cash or stock dividends shall be payable at the same time as the Restricted Stock Units representing the shares of Common Stock giving rise to the dividends.

     3. ELECTION. To be granted Restricted Stock Units in lieu of the automatic grant of 250 shares of Restricted Stock a Non-Employee Director must affirmatively elect (an “Election”) to receive such Restricted Stock Units, which Election must be made on or before the December 31^st preceding the Annual Meeting in respect of which the automatic grant of Restricted Stock would otherwise be made; provided however, that a newly-elected Non-Employee Director may make his or her Election on or before the date of the Annual Meeting at which he or she is or will be first elected as a Non-Employee Director. Each Election to receive Restricted Stock Units may also include an election specifying the date or dates and/or event or events for the payment in respect of such Restricted Stock Units (each such date or dates and/or event or events being referred to herein as a “Payment Date”); provided that any Payment Date elected may not be (a) prior to the date that is the third anniversary of the Grant Date and (b)

later than the date that the Non-Employee Director is required to retire from the Board. Each Payment Date: (i) specified as a calendar date must be January 1^st and (ii) specified as an event shall be deemed to be the January 1 coinciding with or next following the specified event. A Non-Employee Director’s Election may provide that such Election shall remain in effect until revoked (which revocation must be made on or before the December 31^st preceding the Annual Meeting at which such revocation is to take effect) with respect to all subsequently granted Restricted Stock Units.

     4. PAYMENT.

     (a) All payments in respect of whole Restricted Stock Units shall be made in the form of whole shares of Common Stock and any fractional Restricted Stock Unit shall be paid in cash based upon the Fair Market Value of the equivalent fraction of a share of Common Stock.

     (b) Unless a Non-Employee Director’s Election provides otherwise, the Payment Date in respect of the Restricted Stock Units credited to a Non-Employee Director’s Account shall be the date that is the third anniversary of the Grant Date of such Restricted Stock Units.

     (c) Notwithstanding the foregoing or any Election or Amended Election (as hereinafter defined) made by the Non-Employee Director:

(i) If a Non-Employee Director resigns prior to the Next Annual Meeting following the Grant Date of such Restricted Stock Units, such Restricted Stock Units shall be forfeited.

(ii) If a Non-Employee Director ceases to be a member of the Board (and, therefore, the Non-Employee Director “Separates from Service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), all Restricted Stock Units remaining in the Non-Employee Director’s Account (after the application of clause (i) above) shall be paid to such Non-Employee Director.

     (d) Notwithstanding the foregoing or any Election or Amended Election made by a Non-Employee Director, if a Non-Employee Director dies, all Restricted Stock Units remaining in the Non-Employee Director’s Account shall be paid to the individual or entity designated by the Non-Employee Director in writing and filed with the Company (and if the Non-Employee Director did not designate a beneficiary or such designated beneficiary predeceases the Non-Employee Director, the Non-Employee Director’s beneficiary shall be the Non-Employee Director’s spouse, if any, or if none, his/her estate)

     (e) All payments in respect of Restricted Stock Units shall be made as promptly as possible following the Payment Date and in any event, on or before the last day of the calendar year in which the Payment Date occurs.

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     5. AMENDED ELECTIONS. At least twelve months prior to the date any Restricted Stock Units would have been paid to the Non-Employee Director (such date being the “Original Payment Date”), a Non-Employee Director may elect (an “Amended Election”) to defer distribution of all or any number of the Restricted Stock Units credited to his/her Account to a date later than twelve months after the Original Payment Date; provided, however, that (a) such Amended Election will not take effect for at least 12 months after the date on which it is made, (b) the distribution in respect of the Restricted Stock Units with respect to which the Amended Election is made must be at least 5 years from the Original Payment Date and (c) the Payment Date elected in the Amended Election may not be later than the Non-Employee Director’s required retirement date. A Non-Employee Director’s Amended Election may otherwise provide for distribution at any time as could have been elected under an original Election.

     6. LIMITS ON TRANSFERABILITY. No Restricted Stock Units shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of a Non-Employee Director to, any party, nor shall such Restricted Stock Units be assignable or transferable by the recipient thereof.

     7. INTEGRATION WITH PLAN. As this Supplement is a part of the Plan, any capitalized term used herein and not otherwise defined, shall have the meaning ascribed to it in the Plan. To the extent not otherwise inconsistent with this Supplement, all of the terms and provisions of the Plan shall govern this Supplement.

     8. COMPLIANCE WITH SECTION 409A OF THE CODE. The Supplement is intended to be operated in compliance with Section 409A of the Code. If any provision of the Supplement is subject to more than one interpretation, then the Supplement shall be interpreted in a manner that is consistent with Section 409A of the Code. All Elections and Amended Elections shall be in writing and shall be effective on and when received by the Company pursuant to procedures established by the Board from time to time. An Amended Election when received pursuant to such procedures is irrevocable when received.

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EX-10.4

Exhibit 10.4

ALLEGHANY CORPORATION

MANAGEMENT INCENTIVE PLAN

     1. PURPOSE OF THE PLAN. The purpose of the Alleghany Corporation Management Incentive Plan (the “Plan”) is to allow Alleghany Corporation (the “Company”) to provide performance-based incentive compensation that satisfies the requirements for performance-based compensation in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), consisting of incentive compensation bonuses to its officers, upon whom, in large measure, the sustained progress, growth and profitability of the Company depends.

     2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). Subject to the provisions of the Plan, the Committee shall have the exclusive authority to select the officers to participate in the Plan, to establish performance goals for performance during each Performance Period (as defined in Section 4), to determine the amount of the incentive compensation bonus payable to any Participant (as defined in Section 3), and to make all determinations and take all other actions necessary or appropriate for the proper administration and operation of the Plan. Any determination by the Committee on any matter relating to the Plan shall be made in its sole discretion and need not be uniform among Participants. The Committee’s interpretation of the Plan shall be final, conclusive and binding on all parties concerned, including the Company, its stockholders and any Participant.

     3. ELIGIBILITY. Incentive compensation bonuses under the Plan may be paid to those officers (including officers who are directors) of the Company who shall be selected by the Committee after consideration of management’s recommendations (“the Participants”). Participants may receive multiple incentive compensation bonuses during the same year under the Plan.

     4. PERFORMANCE PERIODS. Incentive compensation bonuses may be payable to each Participant as a result of the satisfaction of performance goals in respect of the calendar year or such other period as is selected by the Committee (a “Performance Period”).

     5. INCENTIVE COMPENSATION BONUSES.

     (a) Target Incentive Compensation Bonuses. Prior to the beginning of each Performance Period, or at such other time no later than such time as is permitted by the applicable provisions of the Code, the Committee after consideration of management’s recommendations shall establish in writing the target (or range of) incentive compensation bonus opportunity for each Participant based upon the attainment of one or more performance goals established by the Committee at such time. The Committee may provide for a threshold level of performance below which no amount of incentive compensation bonus will be paid and a maximum level of performance above which no additional incentive compensation bonus will be paid, and it may provide for the payment of differing amounts for different levels of performance.

     (b) Performance Goals. Performance goals, which may vary from Participant to Participant and target incentive compensation bonus opportunity to target incentive

compensation bonus opportunity, shall be based upon the attainment of specific amounts of, or increases in, one or more of the following: revenues, operating income, cash flow, earnings before income taxes, net income, earnings per share, stockholders’ equity, return on equity, underwriting profits, compound growth in net loss and loss adjustment expense reserves, loss ratio or combined ratio of the Company’s insurance businesses, operating efficiency or strategic business objectives consisting of one or more objectives based on meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures, all whether applicable to the Company or any relevant subsidiary or business unit or entity in which the Company has a significant investment, or any combination thereof as the Committee may deem appropriate.

          Each performance goal may be expressed on an absolute and/or relative basis, may be based on, or otherwise employ, comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, may provide for the inclusion, exclusion or averaging of specified items in whole or in part, such as catastrophe losses, realized gains or losses on strategic investments, discontinued operations, extraordinary items, accounting changes, and unusual or nonrecurring items, and, in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, assets or net assets.

     (c) Incentive Compensation Bonus Determination. As soon as practicable after the end of each Performance Period but before any incentive compensation bonuses are paid, the Committee shall certify in writing (i) whether the performance goal or goals were attained and (ii) the amount of the incentive compensation bonus payable to each Participant based upon the attainment of the performance goals established by the Committee. The Committee may determine to grant a Participant an incentive compensation bonus equal to, but not in excess of, the amount specified in the foregoing certification. The Committee may also reduce or eliminate the amount of any incentive compensation bonus of any Participant at any time prior to payment thereof, based on such criteria as it shall determine, including but not limited to individual merit and attainment of, or the failure to attain, specified personal goals established by the Committee. Under no circumstance may the Committee increase the amount of the incentive compensation bonus otherwise payable to a Participant beyond the amount originally established, waive the attainment of the performance goals established by Committee or otherwise exercise its discretion so as to cause any incentive compensation bonus not to qualify as performance-based compensation under Section 162(m) of the Code.

     (d) Payment. As soon as practicable following the Committee’s determination of the amount of any incentive compensation bonus payable to a Participant, but no later than December 31^st of such year, such incentive compensation bonus shall be paid by the Company in cash to such Participant.

     (e) Death, Disability, Etc. In the event a Participant shall die or become disabled prior to the end of a Performance Period, the Participant (or in the event of the Participant’s death, the Participant’s beneficiary) shall be entitled to receive such pro-rata

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portion of the incentive compensation bonus established for the Participant as shall be determined by the Committee, subject to Section 7(a). In the event a Participant’s employment with the Company is otherwise terminated during the Performance Period, the Committee, in its discretion, shall determine the amount, if any, of the incentive compensation bonus that shall be payable to the Participant.

     (f) Annual Maximum. The incentive compensation bonuses payable to any Participant pursuant to the Plan in a single calendar year shall not exceed $5 million.

     6. DILUTION AND OTHER ADJUSTMENTS.

          To the extent that a performance goal is based on, or calculated with respect to, the Company’s common stock (such as increases in earnings per share or other similar measures), then in the event of any corporate transaction involving the Company (including, without limitation, any subdivision or combination or exchange of the outstanding shares of common stock, stock dividend, stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation, reclassification of shares of common stock, merger, consolidation, extraordinary cash distribution, or sale, lease or transfer of substantially all of the assets of the Company), the Committee shall make or provide for such adjustments in such performance goal as the Committee may in good faith determine to be equitably required in order to prevent dilution or enlargement of any increase or decrease in the rights of Participants.

     7. MISCELLANEOUS PROVISIONS.

     (a) Right to Incentive Compensation Bonus. No officer or other person shall have any claim or right to receive any incentive compensation bonus under the Plan prior to the actual payment thereof.

     (b) No Assurance of Employment. Neither the establishment of the Plan nor any action taken thereunder shall be construed as giving any officer or other person any right to be retained in the employ of the Company.

     (c) Withholding Taxes. The Company shall have the right to deduct from all incentive compensation bonuses payable hereunder any federal, state, local or foreign taxes required by law to be withheld with respect to such payments.

     (d) No Transfers or Assignments. No incentive compensation bonus under the Plan nor any rights or interests herein or therein shall be assigned, transferred, pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of a Participant to, any party (other than the Company or any subsidiary), except, in the event of the Participant’s death, to his designated beneficiary as hereinafter provided.

     (e) Beneficiary. Any payments on account of an incentive compensation bonus payable under the Plan to a deceased Participant shall be paid to such beneficiary as has been designated by the Participant in writing to the Secretary of the Company or in the absence of such designation, according to the Participant’s will or the laws of descent and distribution.

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     (f) Non-exclusivity of Plan. Nothing in the Plan shall be construed in any way as limiting the authority of the Committee, the Board of Directors of the Company, the Company or any subsidiary to establish any other annual or other incentive compensation bonus plan or as limiting the authority of any of the foregoing to pay cash bonuses or other supplemental or additional incentive compensation to any persons employed by the Company, whether or not such person is a Participant in this Plan and regardless of how the amount of such bonus or compensation is determined.

     8. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the Company, without the consent of any Participant, may at any time terminate or from time to time amend or terminate the Plan in whole or in part, whether prospectively or retroactively, including in any manner that adversely affects the rights of Participants; provided, however, that no amendment that would require the consent of the stockholders of the Company pursuant to Section 162(m) of the Code shall be effective without such consent.

     9. LAW GOVERNING. The validity and construction of the Plan shall be governed by the laws of the State of New York, but without regard to the conflict laws of the State of New York except to the extent that such conflict laws require application of the laws of the State of Delaware.

     10. EFFECTIVE DATE. The Plan shall be effective commencing January 1, 2005, subject to approval by the stockholders of the Company in accordance with Section 162(m) of the Code.

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EX-10.5

Exhibit 10.5

ALLEGHANY CORPORATION

2002 LONG-TERM INCENTIVE PLAN

     1. PURPOSES OF THE PLAN. The purposes of the Alleghany Corporation 2002 Long-Term Incentive Plan (the “Plan”) are to further the long-term growth of Alleghany Corporation (the “Corporation”), to the benefit of its stockholders, by providing incentives to the officers and employees of the Corporation and its subsidiaries who will be largely responsible for such growth, and to assist the Corporation in attracting and retaining executives of experience and ability on a basis competitive with industry practices. The Plan permits the Corporation to provide incentive compensation of the types commonly known as restricted stock, stock options, stock appreciation rights, performance shares, performance units and phantom stock, as well as other types of incentive compensation.

     2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). No member of the Committee, during the one year period prior to such membership or during such membership, shall be granted or awarded equity securities pursuant to the Plan or any other plan of the Corporation or any of its affiliates, except as permitted by Rule 16b-3(c)(2)(i) promulgated under the Securities Exchange Act of 1934, as amended, as such Rule may be amended from time to time. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the employees to participate in the Plan, to determine the type, size and terms of awards to be made to each participant selected, and to determine the time or times when awards will be granted. The Committee’s interpretation of the Plan or of any awards granted thereunder shall be final and binding on all parties concerned, including the Corporation and any participant. The Committee shall have authority, subject to the provisions of the Plan, to establish, adopt and revise such rules, regulations, guidelines, forms of agreements and instruments relating to the Plan as it may deem necessary or advisable for the administration of the Plan.

     3. PARTICIPATION. Participants in the Plan shall be selected by the Committee from among the employees of the Corporation and its subsidiaries. The term “employee” shall mean any person (including any officer or director) employed by the Corporation or a subsidiary on a salaried basis. The term “subsidiary” shall mean any corporation a majority of the total combined voting power of whose stock is beneficially owned, directly or indirectly, by the Corporation. Participants may receive multiple awards under the Plan.

     4. AWARDS.

     (a) Types. Awards under the Plan may include, but need not be limited to, cash and/or shares of the Corporation’s common stock, $1.00 par value (“Common Stock”), rights to receive cash and/or shares of Common Stock, and options (“Options”) to purchase shares of Common Stock, including options intended to qualify as incentive stock options under section 422 of the Internal Revenue Code of 1986, as amended, and options not intended so to qualify. The Committee may also make any other type of award deemed by it to be consistent with the purposes of the Plan.

     (b) Certain Qualifying Awards. The Committee, in its sole discretion, may grant an award to any participant with the intent that such award qualifies as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (a “Qualifying Award”). The right to receive (or retain) any award granted as a Qualifying Award (other than an Option) shall be conditional upon the achievement of performance goals established by the Committee in writing at the time such award is granted. Such performance goals, which may vary from participant to participant and award to award, shall be based upon the attainment of specific amounts of, or increases in, one or more of the following: revenues, operating income, cash flow, income before income taxes, net income, earnings per share, net worth, stockholders’ equity, return on equity or assets or total return to stockholders, whether applicable to the Corporation or any relevant subsidiary or business unit or entity in which the Corporation has a significant investment, or any combination thereof as the Committee may deem appropriate. Prior to the payment of any award granted as a Qualifying Award, the Committee shall certify in writing that the performance goals were satisfied. The maximum number of shares of Common Stock with respect to which Qualifying Awards may be granted to any participant in any calendar year shall be 100,000 shares of Common Stock, subject to adjustment as provided in section 7(a) hereof.

     (c) Deferred Payments. In awarding any right to receive cash and/or shares of Common Stock, the Committee may specify that the payment of all or any portion of such cash and/or shares of Common Stock shall be deferred until a later date. Deferrals shall be for such periods and upon such other terms as the Committee may determine.

     (d) Vesting, Other Performance Requirements and Forfeiture. In awarding any Options or any rights to receive cash and/or shares of Common Stock (including Qualifying Awards), the Committee (i) may specify that the right to exercise such Options or the right to receive payment of such cash and/or shares of Common Stock shall be conditional upon the fulfillment of specified conditions, including, without limitation, completion of specified periods of service in the employ of the Corporation or its subsidiaries, and the achievement of specified business and/or personal performance goals, and (ii) may provide for the forfeiture of all or any portion of any such Options or rights in specified circumstances. The Committee may also specify by whom and/or in what manner the accomplishment of any such performance goals shall be determined.

     (e) Agreements. Any award under the Plan may, in the Committee’s discretion, be evidenced by an agreement, which, subject to the provisions of the Plan, may contain such terms and conditions as may be approved by the Committee, and shall be executed by an officer on behalf of the Corporation and by the recipient of the award.

     5. SHARES OF STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in section 7(a) hereof, the number of shares of Common Stock which may be paid to participants under the Plan and/or purchased pursuant to Options granted under the Plan shall not exceed an aggregate of 700,000 shares. Shares to be delivered or purchased under the Plan may be either authorized but unissued shares of Common Stock or shares of Common Stock held by the Corporation as treasury shares.

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     6. OPTIONS.

     (a) Term of Options. The term of any Option shall be determined by the Committee, but in no event shall any Option be exercisable more than twelve years after the date on which it was granted.

     (b) Option Price; Fair Market Value. The price (“Option Price”) at which shares of Common Stock may be purchased pursuant to any Option shall be determined by the Committee at the time the Option is granted, but in no event shall the Option Price be less than 100 percent of the Fair Market Value of such shares on the date the Option is granted. For purposes of the Plan, Fair Market Value is the mean of the high and low sales prices of the Common Stock on the relevant date as reported on the stock exchange or market on which the Common Stock is primarily traded, or, if no sale is made on such date, then Fair Market Value is the weighted average of the mean of the high and low sales prices of the Common Stock on the next preceding day and the next succeeding day on which such sales were made as reported on the stock exchange or market on which the Common Stock is primarily traded.

     (c) Payment Upon Exercise. Upon exercise of an Option, the Option Price shall be payable to the Corporation in cash, or, at the discretion of the Committee, in shares of Common Stock valued at the Fair Market Value thereof on the date of payment, or in a combination of cash and shares of Common Stock.

     (d) Surrender of Options. The Corporation may, if the Committee so determines, accept the surrender by a participant, or the personal representative of a participant, of an Option, in consideration of a payment by the Corporation equal to the difference obtained by subtracting the aggregate Option Price from the aggregate Fair Market Value of the Common Stock covered by the Option on the date of such surrender, such payment to be in cash, or, if the Committee so provides, in shares of Common Stock valued at Fair Market Value on the date of such surrender, or partly in shares of Common Stock and partly in cash.

     (e) Effect of Expiration, Termination or Surrender of Options. If an Option shall expire or terminate unexercised as to any shares of Common Stock covered thereby, such shares of Common Stock shall not be deducted from the number available under section 5 hereof. If an Option shall be surrendered as provided in section 6(d) hereof, the shares of Common Stock (if any) paid in consideration of such surrender, but not the shares which had been covered by the Option, shall be deducted from the number available under section 5 hereof.

     7. DILUTION AND OTHER ADJUSTMENTS.

     (a) Changes in Capital Structure. In the event of any corporate transaction involving the Corporation (including, without limitation, any subdivision or combination or exchange of the outstanding shares of Common Stock, stock dividend, stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation, reclassification of shares of Common Stock, merger, consolidation, extraordinary cash distribution, or sale,

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lease or transfer of substantially all of the assets of the Corporation), the Board of Directors of the Corporation shall make such equitable adjustments as it may deem appropriate in the Plan and the awards thereunder, including, without limitation, an adjustment in the total number of shares of Common Stock which may thereafter be delivered or purchased under the Plan and in the maximum number of shares of Common Stock with respect to which awards may be granted to any participant in any year under Section 4(b) hereof. Agreements evidencing Options may include such provisions as the Committee may deem appropriate with respect to the adjustments to be made to the terms of such Options upon the occurrence of any of the foregoing events.

     (b) Tender Offers and Exchange Offers. In the event of any tender offer or exchange offer, by any person other than the Corporation, for shares of Common Stock, the Committee may make such adjustments in outstanding awards and authorize such further action as it may deem appropriate to enable the recipients of outstanding awards to avail themselves of the benefits of such offer, including, without limitation, acceleration of the exercise date of outstanding Options so that they become immediately exercisable in whole or in part, or offering to acquire all or any portion of specified categories of Options for a price determined pursuant to section 6(d) hereof, or acceleration of the payment of outstanding awards payable, in whole or in part, in shares of Common Stock.

     (c) Limits on Discretion to Make Adjustments. Notwithstanding any provision of this section 7 to the contrary, no adjustment shall be made in any outstanding Qualifying Awards to the extent that such adjustment would adversely affect the status of that Qualifying Award as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

     8. MISCELLANEOUS PROVISIONS.

     (a) Right to Awards. No employee or other person shall have any claim or right to be granted any award under the Plan.

     (b) Rights as Stockholders. A participant shall have no rights as a holder of Common Stock by reason of awards under the Plan, unless and until certificates for shares of Common Stock are issued to the participant.

     (c) No Assurance of Employment. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Corporation or any subsidiary.

     (d) Costs and Expenses. All costs and expenses incurred in administering the Plan shall be borne by the Corporation.

     (e) Unfunded Plan. The Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund nor to make any other segregation of assets to assure the payment of any award under the Plan.

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     (f) Withholding Taxes. The Corporation shall have the right to deduct from all awards hereunder paid in cash any federal, state, local or foreign taxes required by law to be withheld with respect to such payments and, with respect to awards paid in stock, to require the payment (through withholding from the participant’s salary or otherwise) of any such taxes, but the Committee may make such arrangements for the payment of such taxes as the Committee in its discretion shall determine, including payment with shares of Common Stock.

     (g) Limits on Transferability. No awards under the Plan nor any rights or interests therein shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of a participant to, any party, other than the Corporation or any subsidiary, nor shall such awards or any rights or interests therein be assignable or transferable by the recipient thereof except, in the event of the recipient’s death, to his designated beneficiary as hereinafter provided, or by will or the laws of descent and distribution. During the lifetime of the recipient, awards under the Plan requiring exercise shall be exercisable only by such recipient or by the guardian or legal representative of such recipient. Notwithstanding the foregoing, the Committee may, in its discretion, provide that awards granted pursuant to the Plan (other than an option granted as an incentive stock option) be transferable, without consideration, to a participant’s immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partners. The Committee may impose such terms and conditions on such transferability as it may deem appropriate.

     (h) Beneficiary. Any payments on account of awards under the Plan to a deceased participant shall be paid to such beneficiary as has been designated by the participant in writing to the Secretary of the Corporation or, in the absence of such designation, according to the participant’s will or the laws of descent and distribution.

     (i) Nature of Benefits. Awards under the Plan, and payments made pursuant thereto, are not a part of salary or base compensation.

     (j) Compliance with Legal Requirements. The obligation of the Corporation to issue or deliver shares of Common Stock upon exercise of Options or otherwise shall be subject to satisfaction of all applicable legal and securities exchange requirements, including, without limitation, the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Corporation shall endeavor to satisfy all such requirements in such a manner as to permit at all times the exercise of all outstanding Options in accordance with their terms, and to permit the issuance and delivery of shares of Common Stock whenever provided for by the terms of any award made under the Plan.

     9. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the Corporation, without the consent of any participant, may at any time terminate or from time to time amend the Plan in whole or in part; provided, however, that no such action shall adversely affect any rights or obligations with respect to any awards theretofore made under the Plan; and provided, further, that no amendment, without approval of the holders of Common

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Stock by an affirmative vote of a majority of the shares of Common Stock voted thereon in person or by proxy, shall (i) increase the aggregate number of shares subject to the Plan (other than increases pursuant to section 7 hereof), (ii) extend the period during which awards may be granted under the Plan, (iii) increase the maximum term for which Options may be issued under the Plan, (iv) decrease the minimum Option Price at which Options may be issued under the Plan, or (v) materially modify the requirements for eligibility to participate in the Plan. With the consent of the participants affected, the Committee may amend outstanding agreements evidencing awards under the Plan, and may amend the terms of awards not evidenced by such agreements, in any manner not inconsistent with the terms of the Plan.

     10. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective when approved at a meeting of stockholders by a majority of the voting power of the Voting Stock (all as defined in the Corporation’s Restated Certificate of Incorporation) present in person or represented by proxy and entitled to vote at such meeting. The Plan shall terminate at the close of business on December 31, 2006, unless sooner terminated by action of the Board of Directors of the Corporation. No award may be granted hereunder after termination of the Plan, but such termination shall not affect the validity of any award then outstanding.

     11. LAW GOVERNING. The validity and construction of the Plan and any agreements entered into thereunder shall be governed by the laws of the State of New York, but without regard to the conflict laws of the State of New York except to the extent that such conflict laws require application of the laws of the State of Delaware.

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