ALLEGHANY CORPORATION RETIREMENT PLAN (As Amended and Restated Effective December 31, 2007)

Exhibit 10.05

ALLEGHANY CORPORATION RETIREMENT PLAN

(As Amended and Restated Effective December 31, 2007)*

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

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

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

ARTICLE I.
DEFINITIONS

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

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

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

     1.03 “ Annuity Starting Date ” means the first day on which an amount is payable to the

Participant in accordance with this Plan.

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

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

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

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

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

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

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

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

     1.11 “ Employee ” means any individual in the employ of Alleghany. No person who is engaged by, or performs services for, Alleghany pursuant to any agreement or arrangement

designating such engagement or services as that of a “consultant,” “independent contractor” or other words of similar meaning shall be deemed an Employee.

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

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

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

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

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

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

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

     1.19 “ Plan Year ” means a calendar year.

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

     1.21 “ Short-Term Incentive Compensation ” means the amount of the annual incentive bonus accrued by, or awarded by the Committee to, an Employee in respect of the relevant period (whether or not such amount is currently paid or deferred) under either the Alleghany

Management Incentive Plan (or any plan adopted by the Board in replacement of, or as a successor to, such plan) or any other annual incentive bonus plan or discretionary annual award providing supplemental or additional compensation to Employees.

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

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

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

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

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

number of Years of Service which is set forth opposite his name on Exhibit I attached hereto.

ARTICLE II.
PARTICIPATION

     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 (i) increased from the Participant’s Normal Retirement Date until his Annuity Starting Date using the rate of interest in effect at the close of the first business day of each such calendar year for U.S. Treasury obligations with a then maturity date of one year and then (ii) increased or decreased, as the case may be, by the ratio of the Actuarial Equivalent lump sum factor as in effect on the Participant’s Normal Retirement Date to the Actuarial Equivalent lump sum factor as in effect on the Participant’s Late Retirement Date; or

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

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

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

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

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

ARTICLE V.
FORMS OF RETIREMENT BENEFITS

     5.01 Calculation of Amount of Benefit Payments . The actual amount of a Participant’s retirement benefit distribution under this Article V in the form elected shall be the Actuarial Equivalent of the annual retirement benefit payable to the Participant as of the Participant’s Annuity Starting Date pursuant to Section 4.01, 4.03 or 4.04, as applicable to the Participant, including taking account of the actual age of the Participant’s Spouse, if any.

     5.02 Automatic Form of Benefit .

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

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

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

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

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

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

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

     5.04 Death Benefit for Spouse .

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