EX-10.2



 





Exhibit 10.2




ALLEGHANY CORPORATION RETIREMENT PLAN




(As Amended and Restated as of December 31, 2006)




     This document sets forth the Alleghany Corporation Retirement Plan, as amended and restated
effective as of December 31, 2006.



     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.



     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 and which ends on 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, and if such Participant and his
Beneficiaries all die before all the specified monthly payments have been made under a period
certain option elected by the Participant, the commuted value of the balance shall be paid in a
lump sum to the estate of the last to survive of the Participant and his Beneficiaries.



     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 “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.



     1.10 “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.



 









 





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



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



     1.13 “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.



     1.14 “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.



     1.15 “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).



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



     1.17 “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.



     1.18 “Plan Year” means a calendar year.



     1.19 “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 as
accruing Short-Term Incentive Compensation for the period which begins on the date on which he
becomes Totally Disabled and which ends on 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 1.04) over the previous calendar year.



 









 





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



     1.21 “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. Solely for purposes of determining the date of the commencement of
any Participant’s benefits, the date of a Participant’s Termination of Employment shall not be
earlier than the date of the Participant’s “termination of employment” within the meaning of
Treasury Regulation Section 1.409A-1(h)(1).



     1.22 “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.



     1.23 “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




     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.



     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
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; 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 benefits commence prior to his Normal Retirement Date
shall equal the annual retirement benefit determined in accordance with the formula in Section
4.01, reduced (if applicable) as set forth in Section 4.02, 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; and




     (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.



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 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 elect to the contrary, 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 elect to the contrary, a Participant who is not married on his
Annuity Starting Date shall receive his retirement benefits as monthly payments which 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 to receive his retirement benefits in any of the following optional forms:




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




     (b) a period certain 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 option, under which a Participant shall receive a monthly
retirement benefit for his life 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 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.




     (a) Payment of a Participant’s retirement benefit to the Participant shall be made or
commence on (and in no event shall be paid or commence later than thirty (30) days after)
the first day of the calendar month coinciding with or next following the date



 









 






elected by the Participant or at such other time as provided in the Plan, but in no event
may the date for payment or commencement of any Participant’s retirement benefits under the
Plan precede the date of the Participant’s Termination of Employment or his Early Retirement
Date.




     (b) In the absence of a Participant’s effective election, payment of a Participant’s
retirement benefit shall be made in the form provided under Section 5.02, and payment of
such retirement benefit shall commence on the later of (x) the first day of the calendar
month coinciding with or next following the date the Participant has a Termination of
Employment or (y) the date the Participant attains his Normal Retirement Date.




     (c) Notwithstanding any other provision of the Plan to the contrary, if on the date of
a Participant’s Termination of Employment the Participant was a “specified employee” within
the meaning of Treasury Regulation Section 1.409A-1(i) then (i) payment of the Participant’s
retirement benefits under this Plan shall not commence before the first day of the month
that is more than six months after his Termination of Employment, and (ii) the aggregate
amount of any payments that would have been made to the Participant because of his
Termination of Employment in the absence of clause (i) shall be paid to the Participant in a
lump sum on the date the payment of his retirement benefits commences under clause (i) with
interest thereon on each such payment 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. The “identification date” for determining whether an
Employee is a “specified employee” within the meaning of Treasury Regulation Section
1.409A-1(i) shall be December 31st of each year.



     5.06 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 Termination of Employment 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 $100,000 if paid as a lump sum, then an amount equal to such Actuarial
Equivalent value of such retirement benefits shall be paid to the Participant or the
Participant’s Spouse in a lump sum in lieu of any retirement benefits to which he or she may
be entitled to under this Plan.



 









 





     5.07 Time of Elections.




     (a) At any time within 30 days after an Employee is first designated as a Participant,
the Participant may affirmatively elect (an “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 payment of his retirement benefit under the Plan (each such date or dates and/or
event or events being referred to herein as a “Payment Date”); provided, however, that no
Election shall be given effect (and such Election shall be deemed void) if the Payment Date
is, or results in, an Annuity Starting Date that is earlier than the date of the
Participant’s Termination of Employment. Each Payment Date must be objectively
determinable. Unless a Participant elects otherwise, entitlement to any benefit payable as
an annuity will be treated as a single payment, made on the first day on which a payment is
to be made under the annuity, for purposes of applying Section 5.07(b) hereof with respect
to Amended Elections.




     (b) At least twelve months prior to the date any amount would have been paid to the
Participant on a specified Payment Date (the actual date of payment pursuant to Section
5.07(a) hereof or, in the absence of such an election, the date such amount would have been
payable pursuant to Section 5.05(b) hereof being the “Original Payment Date”), a Participant
may elect (an “Amended Election”) to defer distribution of the amount payable on, or
beginning as of, that Original Payment Date to a date after that Original Payment Date or to
change the form in which the Participant’s retirement benefit shall be paid (any such later
date shall then becomes the Payment Date); provided, however, that (a) such Amended Election
will not take effect for (and so shall be null and void until) at least 12 months after the
date on which it is made, and (b) the distribution of the amount to which the Amended
Election applies cannot be made until at least 5 years from that Original Payment Date.
Except as set forth herein, a Participant’s Amended Election may otherwise provide for
distribution at any time or in any form as could have been elected in an original Election.
There shall be no limit on the number of Amended Elections that a Participant may make.




     (c) Each election shall be in writing on a form provided by and filed with the Plan
Administrator, and shall specify the form of benefit the Participant elects and the Payment
Date or Dates of the payment of such retirement benefit. Any election, once made, shall be
irrevocable, except as provided in Section 5.07(b).




     (d) 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. If any payment
or election under the Plan is inconsistent with, or in violation of, Section 409A of the
Code, then such payment or such election, to the extent inconsistent with or in violation of
Section 409A of the Code shall not be made, or shall be null and void, as applicable.



 









 






     (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.



     5.08 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
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.



     5.09 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.



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
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 Compensation Committee of the Board 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 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




     (iv) 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 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
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.



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 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.



 









 





ALLEGHANY CORPORATION RETIREMENT PLAN




EXHIBIT I




Pre-Effective Date Years of Service




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






EXHIBIT II




Special Grants of Additional Years of Service




	 	 	 	 	 
	Name	 	Additional Years of Service
	Hart, Robert M.
	 	 	5	 






 









 






EXHIBIT III




Benson Chapman




	 	 	 
	 	 	Accumulation of
	Retirement	 	Secular Lump Sum
	Age	 	Payment
	63
	 	1,851,387
	64
	 	1,917,111
	65
	 	1,985,169
	66
	 	2,055,643
	67
	 	2,128,618
	68
	 	2,204,185
	69
	 	2,282,433
	70
	 	2,363,459
	71
	 	2,447,362
	72
	 	2,534,243
	73
	 	2,624,209
	74
	 	2,717,368
	75
	 	2,813,834






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






 









 






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.