EX-10.12.C






Exhibit 10.12(c)




ALLEGHANY CORPORATION 2005 DIRECTORS’ STOCK PLAN



RESTRICTED STOCK UNIT SUPPLEMENT



(Amended and Restated as of December 31, 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. Notwithstanding the
foregoing or any Election or Amended Election (as hereinafter defined) made by the Non-Employee
Director, 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.



     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
31st 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 specify a date or event for payment that is prior to the third anniversary of
the Grant Date (other than a Payment Date that provides for payment when the Non-Employee Director
ceases to be a member of the Board). Each Payment Date: (i) specified as a calendar date must be
January 1st 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 31st preceding the Annual Meeting at which such revocation is to
take effect) with respect to all subsequently granted Restricted Stock Units. Notwithstanding any
other provision in the Plan, a Non-Employee may elect or change a Payment Date with respect to any
Restricted Stock Units credited to the Non Employee Director pursuant to an Election made in 2006
and 2007 at any time until December 31, 2008.



     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 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).




     (d) 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.



     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 and (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. A Non-



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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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