2005 DIRECTORS' STOCK PLAN

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EXHIBIT 10.01

ALLEGHANY CORPORATION

2005 DIRECTORS' STOCK PLAN

1. PURPOSE. The purpose of the Alleghany Corporation 2005 Directors' Stock

Plan (the "Plan") is to advance the interests of Alleghany Corporation (the

"Company") and its stockholders by attracting and retaining highly qualified

individuals to serve as members of the Board of Directors (the "Board") of the

Company who are not employees of the Company or any of its subsidiaries, and to

encourage them to increase their stock ownership in order to promote long-term

stockholder value through ownership of the common stock, $1.00 par value, of the

Company ("Common Stock").

2. ADMINISTRATION. The Plan shall be administered by the Board. The Board

shall have all the powers vested in it by the terms of the Plan, such powers to

include the authority (within the limitations described herein) to construe the

Plan, to determine all questions arising thereunder and, subject to the

provisions of the Plan, to adopt and amend such rules and regulations for the

administration of the Plan as it may deem desirable. Any decision of the Board

in the administration of the Plan shall be final and conclusive. The Board may

authorize any one or more of their number or any officer of the Company to

exercise the Board's power over the day-to-day administration of the Plan,

including executing and delivering documents on behalf of the Company.

3. ANNUAL GRANT OF OPTIONS AND RESTRICTED STOCK. Each year, as of the

first business day following the conclusion of the Company's annual meeting of

stockholders (the "Annual Meeting"), each individual who was elected, reelected

or continues as a member of the Board and who is not an employee of the Company

or any subsidiary (a "Non-Employee Director") shall automatically be granted (a)

an option to purchase five hundred shares of Common Stock (an "Option"), on the

terms and subject to the conditions in Section 4, and (b) two-hundred and fifty

shares of Common Stock, subject to the potential forfeiture and restrictions on

transfer in Section 5 (the "Restricted Stock").

4. OPTIONS.

(a) Each Option granted under the Plan shall be evidenced by an

agreement (an "Option Agreement") which shall entitle the holder to

purchase during its term the Common Stock subject to the Option at an

exercise price per share equal to the Fair Market Value of Common Stock on

the date such Option is granted. The term of any Option shall be

determined by the Board, but in no event shall any Option be exercisable

more than ten years after the date on which it was granted. The term "Fair

Market Value" shall mean the average of the high and the low sales prices

of Common Stock on the date the Option is granted, as reported on the New

York Stock Exchange Composite Transactions Tape or, if no sales of Common

Stock are reported on the New York Stock Exchange Composite Transactions

Tape on that date, the average prices on the last preceding date on which

sales of Common Stock were reported on the New York Stock Exchange

Composite Transactions Tape.

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(b) Each Option shall not be exercisable before the expiration of

one year from its date of grant and may be exercised during its term as

follows: one-third (33 1/3 percent) of the total number of shares of

Common Stock covered by the Option shall become exercisable each year

beginning with the first anniversary of the date the Option is granted;

provided that if the Non-Employee Director resigns as a director prior to

the date of the Company's next succeeding Annual Meeting following the

date the Option was granted (the "Next Annual Meeting"), the Option shall

terminate simultaneously with his resignation, and if the Non-Employee

Director ceases to be a director prior to the Next Annual Meeting for any

reason other than resignation prior to the Next Annual Meeting, the Option

shall automatically become immediately exercisable in full. If any

Non-Employee Director shall cease to be a director for reasons other than

death, while holding an Option that has not terminated or expired and has

not been fully exercised, such Non-Employee Director, at any time within

one year of the date he ceased to be a director but not thereafter (and in

no event after the Option has expired), may exercise the Option with

respect to any shares of Common Stock as to which he has not exercised the

Option on the date he ceased to be a director; and if any Non-Employee

Director to whom an Option has been granted shall die holding an Option

that has not been fully exercised, his executors, administrators, heirs or

distributees, as the case may be, may, at any time within one year after

the date of such death but not thereafter (and in no event after the

Option has expired), exercise the Option with respect to any shares of

Common Stock as to which the Non-Employee Director could have exercised

the Option at the time of his death.

(c) Payment in full of the exercise price for the Common Stock

acquired upon exercise of an Option shall be due at the time the Option is

exercised, with such payment being made in cash, by tendering shares of

Common Stock already owned by the person exercising the Option and having

a fair market value equal to the exercise price applicable to the shares

of Common Stock being acquired upon exercise of the Option or by any

combination thereof in accordance with such procedures as may be

established by the Board. In addition, the Board may permit the payment of

the exercise price upon exercise of the Option by allowing the

Non-Employee Director to direct the Company to withhold that number of

shares of Common Stock that would be acquired upon exercise of the Option

having a fair market value equal to the exercise price.

(d) Option Agreements shall be in such form as the Board may from

time to time approve, and the provisions governing Options need not be the

same with respect to each Non-Employee Director. Option Agreements shall

be subject to the terms and conditions set forth in this Plan and may

contain such additional terms and conditions, not inconsistent with the

provisions of this Plan, as the Board shall deem desirable. The Board may

amend the terms of any Option Agreement, prospectively or retroactively,

but no such amendment shall materially and adversely affect any right of

any Non-Employee Director without his consent. Except as provided in

Section 7, the Board shall not have the authority to cancel any

outstanding Option and issue a new Option in its place with a lower

exercise price.

(e) A Non-Employee