Exhibit 10.1

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 (and further revised) 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

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

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

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 31 st 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.

     (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, 2008, 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, 2008, excluding any amount credited under the Plan that in the absence of such election would otherwise be paid in 2008.

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.

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.

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.

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, 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 and this later date of payment commencement shall be deemed to be the Payment Date for purposes of the Plan. 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);
	(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 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.

Exhibit 10.2

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) Payment. Payment in respect of an award under the Plan (other than an Option) shall be made as provided in an award agreement, or if none, then as soon as practicable following the date that the award vests, but in no event later than the March 15 ^th following the vesting date; provided, however, that if the award is a Qualifying Award, then payment shall be made as soon as practicable following the Committee’s certification that the performance goals applicable to such award were satisfied, but in no event later than the March 15 ^th following the date of the certification.

     (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.

     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, 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.

     (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 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.

     12. SECTION 409A PROVISION. Notwithstanding any provision of the Plan to the contrary, if at the time of a participant’s termination of employment (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) the participant is a “specified employee,” then any payments that are required to be made to such participant under the Plan as a result of the participant’s termination of employment that constitute the deferral of compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and that would in the absence of this provision have been paid to the participant within six months and one day of the participant’s termination of employment (the “Deferred Compensation Payments”) shall not be paid to the participant at the time herein provided but shall instead be accumulated and paid to the participant in a lump sum with interest thereon at a rate equal to the yield per annum on 6-month Treasury bills (secondary market) on the date the participant terminates employment (as reported by the Federal Reserve Board) from the date payment would have been made to the participant under the Plan until the date paid, such payment to be made on the day after the date that is six (6) months from the date of the participant’s termination of employment; provided, however, if the participant dies prior to the expiration of such six (6) month period, payment shall be made to the participant’s estate as soon as practicable following the participant’s death. For these purposes, a participant will be a “specified employee” if, on the date of the participant’s termination of employment, 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.

Exhibit 10.3

ALLEGHANY CORPORATION

2007 LONG-TERM INCENTIVE PLAN

     1. PURPOSES OF THE PLAN. The purposes of the Alleghany Corporation 2007 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 other 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 equity-based 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 equity-based 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 or paid. 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) employed by the Corporation or a subsidiary on a salaried basis. The term “subsidiary” shall mean any corporation, partnership or limited liability company, a majority of the total combined voting power of whose stock or other equity interests 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, stock appreciation rights, 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 (“Code”), 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 Code (a “Qualifying Award”). The right to receive (or retain) any award granted as a Qualifying Award (other than an Option or a stock appreciation right granted at Fair Market Value) 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, management of expenses, loss reserves and loss adjustment expense reserves, underwriting expenses, 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 50,000 shares of Common Stock, subject to adjustment as provided in Section 7(a) hereof.

     (c) Time and Deferral of Payments . At the time the Committee grants each award under the Plan, the Committee shall specify in writing the time (which time may be a specific date or event, or the time of satisfaction of any performance goals or other condition imposed by the Committee) of the payment of the award. In awarding any right to receive cash and/or shares of Common Stock, the Committee may also specify that the payment of all or any portion of such cash and/or shares of Common Stock may at the election of the participant be deferred until a later date. Deferrals shall be for such periods and upon such other terms as the Committee may determine, all of which terms (including the amount (or method for determining the amount) of the deferrals payable, the time when such deferrals shall be payable and the terms and conditions of, and any limitations on changes to, such elections) shall be set forth in the award agreement, which terms and any changes to such terms, shall comply with the requirements of Section 409A of the Code and, in the case of any Qualifying Award, shall comply with the requirements of Section 162(m) of the Code.

     (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 and may waive or modify any such performance goals or conditions.

     (e) Agreements . Any award under the Plan may, in the Committee’s discretion, be evidenced by an agreement at the time of grant of the award or thereafter, 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; provided that in the event that payment of any award may be deferred as provided in Section 4(c) hereof, the award must be evidenced by an award agreement.

     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 300,000 shares. For this purpose, awards based upon, or measured by, the value or changes in the value of shares of Common Stock (whether paid in cash or shares of Common Stock), any shares of Common Stock retained by the Corporation in satisfaction of the participant’s obligation for withholding taxes, and shares of Common Stock not issued as a result of a net exercise of an Option shall be treated as shares of Common Stock paid to participants. If any award shall be forfeited or otherwise terminates (in whole or in part) or an Option shall expire or terminate unexercised, the shares of Common Stock covered thereby shall remain available under the Plan for payment to participants. 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. Any shares of Common Stock issued by the Corporation through the assumption or substitution of outstanding grants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for delivery under the Plan.

     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 ten years after the date on which it was granted. The Committee may grant options intended to qualify as incentive stock options under Section 422 of the Code, and Options not intended so to qualify; provided, however, that Options intended to qualify as incentive stock options may only be granted to employees of the Corporation and any subsidiary corporation (within the meaning of Section 424(f) of the Code).

     (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 closing 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 closing 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.

     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 or other distributions, stock repurchases or redemption at prices in excess of book value per share, stock issuances or sales at prices less than book value per share or sale, lease or transfer of substantially all of the assets of the Corporation or other event similar in type or effect to an event herein listed), 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, 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 and in any performance goals. 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 Code.

     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.

     (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 (including net payments of awards paid in 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 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 the annual meeting of stockholders (the “Annual Meeting”) 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 Annual Meeting. The Plan shall terminate on the date of the Annual Meeting in 2012, 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.

     12. SECTION 409A PROVISION. Notwithstanding any provision of the Plan to the contrary, if at the time of a participant’s termination of employment (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) the participant is a “specified employee,” then any payments that are required to be made to such participant under the Plan as a result of the participant’s termination of employment that constitute the deferral of compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and that would in the absence of this provision have been paid to the participant within six months and one day of the participant’s termination of employment (the “Deferred Compensation Payments”) shall not be paid to the participant at the time herein provided but shall instead be accumulated and paid to the participant in a lump sum with interest thereon at a rate equal to the yield per annum on 6-month Treasury bills (secondary market) on the date the participant terminates employment (as reported by the Federal Reserve Board) from the date payment would have been made to the participant under the Plan until the date paid, such payment to be made on the day after the date that is six (6) months from the date of the participant’s termination of employment; provided, however, if the participant dies prior to the expiration of such six (6) month period, payment shall be made to the participant’s estate as soon as practicable following the participant’s death. For these purposes, a participant will be a “specified employee” if, on the date of the participant’s termination of employment, 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.