exv10w2






Exhibit 10.2






ALLEGHANY CORPORATION

DIRECTOR STOCK OPTION AGREEMENT




          This Director Stock Option Agreement (the “Agreement”), made as of April      , 201   (the “Grant
Date”), is by and between ALLEGHANY CORPORATION, a Delaware corporation (“Alleghany”), and
                    , a non-employee member of Alleghany’s Board of Directors (the “Director”).




          Whereas, in order to attract and retain highly qualified individuals to serve as
members of the Board of Directors of Alleghany (the “Board”) who are not employees of Alleghany or
any of its subsidiaries, and to encourage them to increase their stock ownership in order to
promote long-term stockholder value through ownership of the common stock, $1.00 par value, of
Alleghany (the “Common Stock”), Alleghany has adopted the Alleghany Corporation 2010 Directors’
Stock Plan (the “Plan”).




          Now, Therefore, in consideration of the covenants and agreements herein contained,
the parties hereto hereby agree as follows:



1. Grant. Alleghany hereby grants to the Director an option (the “Option”) to purchase
five hundred (500) shares of Common Stock (the “Option Shares”) at $     .      per share (the “Option
Price”).



2. Term and Time of Exercise. The term of the Option (the “Option Term”) shall commence
on the Grant Date and shall expire on the tenth anniversary of the Grant Date, unless the Option
shall have been terminated earlier in accordance with the terms of this Agreement. Except as
otherwise provided herein, no portion of the Option shall be exercisable before one year after the
Grant Date and then, to the extent outstanding, the Option may be exercised as follows: one-third
(1/3) of the total number of whole Option Shares (rounded down) shall become available for purchase
on each of the first three anniversaries of the Grant Date; provided that the Option shall
automatically become immediately exercisable in full (and shall remain exercisable as provided in
Section 5 herein) if the Director ceases to be a director of Alleghany for any reason, other than
resignation as a director prior to the Next Annual Meeting. If the Director resigns as a director
of Alleghany prior to the Next Annual Meeting, the Option shall terminate simultaneously with his
resignation.



3. Manner of Exercise and Withholding Taxes. Subject to the provisions of the Plan and
this Agreement, the Option may be exercised at any time during the Option Term by written notice to





 









 







Alleghany stating the number of whole Option Shares with respect to which it is being exercised and
accompanied by payment of the Option Price (a) in United States dollars by cash or check, (b) by
tendering to Alleghany shares of Common Stock owned by the Director and having a Fair Market Value
equal to the aggregate Option Price of the Option Shares being purchased, (c) by directing
Alleghany to withhold the number of Option Shares issuable upon exercise having a Fair Market Value
equal to the aggregate Option Price of the Option Shares being purchased, or (d) by any combination
of the foregoing. It shall be a condition to the obligation of Alleghany to issue Option Shares
upon exercise of the Option that the Director (or any other person entitled to exercise the Option
as provided in Paragraph 4 hereof) pay to Alleghany, upon demand by Alleghany, such amount as may
be requested by Alleghany for the purpose of satisfying any liability to withhold federal, state,
local or foreign income or other taxes, and if the amount requested is not paid, Alleghany may
refuse to issue such Option Shares.



4. Transferability and Sale. Prior to the first anniversary of the Grant Date, the Option
shall not be transferable by the Director otherwise than by will or the laws of descent and
distribution. At any time following the first anniversary of the Grant Date, the Option, whether
or not the Option is then exercisable as to all of the Option Shares, without further approval of
the Board, may be transferred without consideration in whole or in part to the Director’s immediate
family members (i.e., children, grandchildren or spouse) or a trust solely for the benefit of, or a
partnership or limited liability company in which the only partners or members, as the case may be,
are, the Director or the Director’s immediate family members. In all cases, the instrument of
transfer of the Option shall be approved by, and shall contain such conditions, restrictions and
agreements relating to any further transfer or exercise of the Option or interests in the
partnership or limited liability company, if appropriate, as may be required by, the general
counsel of Alleghany.



5. Requirement of Continuing Service. The Option shall not be exercisable unless the
Director has been, at all times during the period beginning with the Grant Date and ending on the
date of such exercise, a director of Alleghany, except that:





(A) if the Director shall cease to be a director for any reason and such Option has not
terminated or expired and has not been fully exercised, the Option may be exercised by the
Director or his permitted transferees (or, in the case of the death of the Director, his
executor, administrator, heirs or distributees, as the case may be) with respect to any
Option Shares as to which the Option could have been exercised on the date the Director
ceased to be a director, at any time within one year after the date the Director ceased to
be a director but not thereafter (and in no event after the expiration of the Option Term);




(B) if the Director shall have ceased to be a director and thereafter shall die and the
Option has not been fully exercised or otherwise expired, the person holding the Option may,
at any time within one year after the date of the death of the Director but not thereafter
(and in no event after the expiration of the Option Term), exercise the Option



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with respect to any Option Shares as to which the Option could have been exercised at the
time of the Director’s death; and




(C) if the Director ceases to serve as a director after the Annual Meeting on or next
following the date the Director attains age 72, the Director (or his permitted transferees
or in the event of his death, his executors, administrators, heirs or distributees, as the
case may be), may exercise the Option with respect to any Option Shares as to which the
Option could have been exercised at the time the Director ceased to be a director at any
time during the remaining Option Term.


6. No Rights as a Stockholder. The Director (and any person succeeding to the Director’s
rights pursuant to this Agreement) shall have no rights as a stockholder with respect to any Option
Shares until the date of the issuance of a stock certificate for such Option Shares to the Director
(or his successor). Except as provided in the Plan, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities
or other property) for which the record date is prior to the date such stock certificate is issued.



7. Legality of Issuance. Alleghany shall not be obligated to issue any Option Shares
pursuant to this Agreement unless Alleghany’s counsel shall be satisfied that such issuance will be
in compliance with applicable federal, state and other securities laws.



8. Restrictive Legends on Stock Certificates. Stock certificates evidencing Option Shares
may bear such restrictive legends as Alleghany’s counsel may deem necessary or advisable under
applicable law or pursuant to this Agreement.



9. Plan. The Option is granted subject to all terms and conditions of the Plan, which is
incorporated herein by reference. In the event of any inconsistency between the provisions of this
Agreement and the provisions of the Plan, the provisions of the Plan shall govern.



10. Defined Terms. All capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Plan.



11. Acceptance of Terms. By acceptance of this Option, the Director indicates his
acceptance and ratification of, and his consent to, the terms and conditions of this Agreement, the
Plan and any action taken under the Plan by Alleghany or the Board.








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          In Witness Whereof, the parties hereto have executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	ALLEGHANY CORPORATION

 	 
	 	By:  	 	 
	 	 	Chairman of the Board 	 
	 	 	
 
Director 	 
	 




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