<PAGE> 1
As filed with the Securities and Exchange Commission on June 18, 1998
Registration Number 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0283071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
375 Park Avenue 10152
New York, New York (Zip Code)
(Address of Principal Executive Offices)
ALLEGHANY ASSET MANAGEMENT SAVINGS AND PROFIT SHARING PLAN
(Full Title of the Plan)
Robert M. Hart, Esq.
Senior Vice President, General Counsel
and Secretary
Alleghany Corporation
375 Park Avenue
New York, New York 10152
(212) 752-1356
(Name, address and telephone number of agent for service)
______________________
Copies to:
Aileen C. Meehan, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
______________________
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED (1) REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
UNIT (2) PRICE (2)
==================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 5,000 $368 $1,840,000 $542.80
par value $1.00
per share
==================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated for the sole purpose of computing the registration fee.
Pursuant to Rules 457(c) and 457(h) under the Securities Act, the
proposed maximum offering price per unit is calculated as the average
of the high and low prices, reported by the New York Stock Exchange,
Inc., of the common stock of the registrant as of June 12, 1998.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission by Alleghany Corporation ("Alleghany") (File No. 1-9371)
are incorporated herein by reference and made a part hereof:
(a) Alleghany's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) Alleghany's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(c) Alleghany's Current Reports on Form 8-K dated May 26, 1998
and June 17, 1998; and
(d) the description of the Common Stock of Alleghany contained in
its Registration Statement on Form 10 filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which incorporates by reference certain
portions of Alleghany's Proxy Statement dated November 26,
1986 relating to its Special Meeting of Stockholders held on
December 19, 1986; such description is qualified in its
entirety by reference to the (i) Restated Certificate of
Incorporation of Alleghany, as amended, and (ii) By-Laws of
Alleghany, as amended, filed as Exhibits 3.1 and 3.2,
respectively, to this Registration Statement, and any
amendment or report filed for the purpose of updating that
description.
All documents filed by Alleghany or the Alleghany Asset
Management Savings and Profit Sharing Plan (the "AAM Savings Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
The consolidated financial statements and financial statement
schedules of Alleghany and its subsidiaries included in or incorporated by
reference in Alleghany's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 have been incorporated herein by reference in reliance upon
the reports, also incorporated herein by reference, of KPMG Peat Marwick LLP,
independent certified public accountants, given on their authority as experts in
auditing and accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
II-1
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Alleghany and Alleghany Asset Management, Inc. ("AAM") are
Delaware corporations. The Chicago Trust Company ("TCTC") is an Illinois
corporation. AAM and TCTC may be deemed to be controlling persons of the AAM
Savings Plan. Reference is made to Section 145 of the Delaware General
Corporation Law as to indemnification by Alleghany and AAM of their respective
officers and directors and to Article 8, Section 8.75 of the Illinois Business
Corporation Act of 1983 as to indemnification by TCTC of its officers and
directors. The general effect of such laws is to empower a corporation to
indemnify any of its officers and directors against certain expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with certain
actions, suits or proceedings (threatened, pending or completed) if the person
to be indemnified acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Article Tenth of Alleghany's Restated Certificate of
Incorporation, as amended (which Restated Certificate of Incorporation is
incorporated by reference as Exhibit 3.1 to this Registration Statement),
provides for the indemnification of Alleghany's officers and directors in
accordance with the Delaware General Corporation Law, and includes, as permitted
by the Delaware General Corporation Law, certain limitations on the potential
personal liability of members of Alleghany's Board of Directors for monetary
damages as a result of actions taken in their capacity as Board members. Article
Seventh of AAM's Certificate of Incorporation provides, as permitted by the
Delaware General Corporation Law, for certain limitations on the potential
personal liability of members of AAM's Board of Directors for monetary damages
as a result of actions taken in their capacity as Board members. Article 5 of
TCTC's By-laws provides for the indemnification of TCTC's officers and directors
in accordance with the Illinois Business Corporation Act of 1983.
The Alleghany Asset Management Savings and Profit Sharing
Trust (the "Trust Agreement") provides that to the extent permitted by law, TCTC
(the "Trustee") shall not be personally liable for any act done or omitted to be
done in good faith in the administration of the trust (the "Trust") created by
the Trust Agreement or the AAM Savings Plan. The Trust Agreement further
provides that the Trustee shall be indemnified and saved harmless with respect
to any liability or claim of liability to which the Trustee shall be subjected
by reason of (a) any act done or omitted to be done in good faith in connection
with the administration of the AAM Savings Plan or the Trust or (b) as a direct
or indirect result of anything done in good faith, or alleged to have been
done, by or on behalf of the Trustee in reliance upon the directions of any
person responsible for the investment of the Trust fund or anything omitted to
be done in good faith, or alleged to have been omitted, in the absence of such
directions. The Trust Agreement further provides that if the Trustee at any
time succeeds to responsibilities for the investment management of any asset
held in the Trust fund, the Trustee shall be held harmless from and against all
taxes, expenses (including counsel fees), liabilities, claims, damages,
actions, suits or
II-2
<PAGE> 5
other charges incurred by or assessed against it, as a direct or indirect
result of any act or omission of a predecessor (other than the Trustee) or any
other person charged with the responsibility for the investment management of
any asset held in the Trust fund.
The directors and officers of Alleghany, AAM and TCTC are
covered by insurance policies indemnifying them against certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description
3.1 Restated Certificate of Incorporation of
Alleghany, as amended by Amendment
accepted and received for filing by the
Secretary of State of the State of
Delaware on June 23, 1988, filed as
Exhibit 20 to Alleghany's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1988, is incorporated herein by
reference.
3.2 By-Laws of Alleghany as amended April 18,
1995, filed as Exhibit 3.1 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, are
incorporated herein by reference.
4.1 Alleghany Asset Management Savings and
Profit Sharing Plan.
4.2 Alleghany Asset Management Savings and
Profit Sharing Trust.
5 Opinion and Consent of Dewey Ballantine
LLP.
23.1 Consent of Dewey Ballantine LLP (included
in Exhibit 5 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
Alleghany will cause the AAM Savings Plan, as amended to date,
to be submitted to the Internal Revenue Service ("IRS") in a timely manner and
will cause to be made all changes required by the IRS in order to qualify such
plan.
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
II-4
<PAGE> 7
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-5
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
18th day of June, 1998.
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
-----------------------
John J. Burns, Jr.
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: June 18, 1998 By: /s/ John J. Burns, Jr.
--------------------------
John J. Burns, Jr.
President and Director
(principal executive officer)
Date: June 18, 1998 By: *
------------------------
Dan R. Carmichael
Director
Date: June 18, 1998 By: /s/ David B. Cuming
--------------------------
David B. Cuming
Senior Vice President
(principal financial officer)
Date: June 18, 1998 By: *
-------------------------
Thomas S. Johnson
Director
Date: June 18, 1998 By: *
-------------------------
Allan P. Kirby, Jr.
Director
<PAGE> 9
Date: June 18, 1998
By: *
------------------------------------
F.M. Kirby
Chairman of the Board and Director
Date: June 18, 1998 By: *
------------------------------------
William K. Lavin
Director
Date: June 18, 1998 By: *
------------------------------------
Roger Noall
Director
Date: June 18, 1998 By: /s/ Peter R. Sismondo
------------------------------------
Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant Secretary
(principal accounting officer)
Date: June 18, 1998 By: *
------------------------------------
James F. Will
Director
Date: June 18, 1998 By: *
------------------------------------
Paul F. Woodberry
Director
*By: /s/ John J. Burns, Jr.
-----------------------
John J. Burns, Jr.
Attorney-in-Fact
<PAGE> 10
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustee of the AAM Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on the 18th day of June,
1998.
ALLEGHANY ASSET MANAGEMENT
SAVINGS AND PROFIT SHARING PLAN
THE CHICAGO TRUST COMPANY
as Trustee
By: /s/ Seymour A. Newman
---------------------------------
Name: Seymour A. Newman
Title: Senior Vice President and
Chief Financial Officer
<PAGE> 11
INDEX TO EXHIBITS
Exhibit Number Description
3.1 Restated Certificate of Incorporation of
Alleghany, as amended by Amendment
accepted and received for filing by the
Secretary of State of the State of
Delaware on June 23, 1988, filed as
Exhibit 20 to Alleghany's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1988, is incorporated herein by
reference.
3.2 By-Laws of Alleghany as amended April 18,
1995, filed as Exhibit 3.1 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, are
incorporated herein by reference.
4.1 Alleghany Asset Management Savings and
Profit Sharing Plan.
4.2 Alleghany Asset Management Savings and
Profit Sharing Trust.
5 Opinion and Consent of Dewey Ballantine
LLP.
23.1 Consent of Dewey Ballantine LLP (included
in Exhibit 5 hereto).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
<PAGE> 1
Exhibit 4.1
Alleghany Asset Management
Savings and Profit Sharing Plan
Dated: June, 1998
<PAGE> 2
ARTICLE 1
HISTORY OF PLAN
1.1 Spin-Off From Prior CT&T Plan. Effective as of the Spin-Off Date (as
hereinafter defined), this Alleghany Asset Management Savings and
Profit Sharing Plan (the "Plan") was created and certain assets and
liabilities of the Chicago Title and Trust Company Savings and Profit
Sharing Plan attributable to Employees of the Employers were
transferred into this Plan.
1.2 Legal Compliance. It is intended that the Plan and the trust
established pursuant to the Plan meet the requirements of the Employee
Retirement Income Security Act of 1974, as amended, and other laws
applicable to tax qualified benefit plans, and be maintained as a
qualified plan, the trust of which is tax-exempt, under Sections 401(a)
and 501(a) of the Internal Revenue Code as of 1986, as amended.
1.3 Except as required by law or as otherwise specifically provided, the
benefits payable hereunder to any participant or the beneficiary of any
participant shall be determined under the provisions of this Plan as in
effect as of the date the participant's service terminated, but the
time his benefits shall commence and the form of payment of his
benefits shall be determined under the provisions of this Plan as in
effect at the time his benefits are to commence.
1.4 This Plan is designated as a profit-sharing plan for all purposes of
the Code.
ARTICLE 2
DEFINITIONS
For purposes of this Plan, the following definitions shall apply:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended from time to
time together with applicable regulations promulgated under the Code.
2.3 "Committee" means the Alleghany Asset Management Benefits Committee.
2.4 "Company" means Alleghany Asset Management, Inc.
2
<PAGE> 3
2.5 "Compensation" means a participant's annual base salary for a salaried
Employee or an equivalent for an hourly Employee from an Employer for
services rendered as an Employee exclusive of bonuses, incentive
compensation, commissions and overtime pay.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the
annual Compensation of each employee or participant taken into account
under the Plan shall not exceed the OBRA '93 annual compensation limit.
The OBRA '93 annual compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12
months, over which Compensation is determined (the "determination
period") beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual compensation
limitation will be multiplied by a fraction, the numerator of which is
the number of months in the determination period and the denominator of
which is 12.
If Compensation for any prior determination period is taken in account
in determining an employee's benefits accruing in the current Plan
year, the Compensation for that prior determination period is subject
to the OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first plan year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.
2.6 "Employee" means any person who is employed by and rendering personal
services to an Employer, excluding any independent contractor and any
individual who is a "leased employee" as defined in Section 414(n) of
the Code. For all purposes of the Plan, an individual shall be an
"employee" of, or be "employed" by, an Employer for any Plan Year only
if such individual is treated by an Employer for such Plan Year as its
employee for purposes of employment taxes and wage withholding for
Federal income taxes, regardless of any subsequent reclassification by
an Employer, any governmental agency or court.
2.7 "Employer" means any Related Company other than the Company, which are
authorized by the Board to adopt the Plan. In addition, the term
"Employer" includes the Predecessor Employer for periods prior to the
Spin-Off Date.
2.8 "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended from time to time, together with any regulations promulgated
under the Act.
2.9 "Hour of Service" with respect to an Employee means each hour:
(a) For which the Employee is directly or indirectly compensated
by, or entitled to compensation for the performance of duties
from an Employer;
3
<PAGE> 4
(b) For which back pay, irrespective of mitigation of damages, has
been awarded or agreed to by an Employer;
(c) For which the Employee is paid or entitled to payment by an
Employer, but during which no duties are performed due to
vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or leave of absence;
provided, however, that no credit shall be given for periods
for which payment is made solely to comply with workers'
compensation or unemployment compensation of disability
insurance laws or for payments which solely reimburse an
Employee for medical or medically related expenses incurred by
the Employee;
(d) The number of hours for which an Employee is paid or entitled
to payment by an Employer for reasons described in paragraphs
(a) through (c) of this Section 2.9 (or the number of hours to
which an award of or agreement to pay back pay for a period
described under such paragraph applies) shall be determined in
accordance with regulations prescribed by the Secretary of
Labor; and
(e) The computation period to which Hours of Service described in
paragraphs (b) or (c) are credited shall be determined in
accordance with regulations prescribed by the Secretary of
Labor.
2.10 "Leased Employee" means any person who is not an Employee of an
Employer, but who has provided services for an Employer under the
primary direction or control by an Employer, on a substantially full
time basis for a period of at least one year, pursuant to an agreement
between an Employer and a leasing organization. The period during which
a leased employee performs services for an Employer shall be taken into
account for purposes of Section 4.2 unless:
(a) such Leased Employee is a participant in a money purchase
pension plan maintained by the leasing organization which
provides a non-integrated employer contribution rate of at
least 10 percent of compensation, immediate participation for
all employees and full and immediate vesting, and
(b) Leased Employees do not constitute more than 20 percent of the
Employer's nonhighly compensated workforce.
2.11 "OBRA" shall mean the Omnibus Budget Reconciliation Act of 1993, as
amended.
2.12 "Plan" means the Alleghany Asset Management, Inc. Savings and Profit
Sharing Plan, as set forth in this instrument and as amended from time
to time.
2.13 "Plan Year" means a calendar year.
4
<PAGE> 5
2.14 "Plan Sponsor" means the Company.
2.15 "Predecessor Employer" means Chicago Title and Trust Company and any
corporation or trade or business during any period that it is a member
of a controlled group of corporations or a controlled group of trades
or business and described in Sections 414(b) and (c), respectively, of
the Code which controlled group of corporations or trades or businesses
included Chicago Title and Trust Company.
2.16 "Prior CT&T Plan" means the Chicago Title and Trust Company Savings and
Profit Sharing Plan, as in effect on the day immediately preceding the
Spin-Off Date.
2.17 "Spin-Off Date" means June 17, 1998, the date that the Company and
Chicago Title and Trust Company cease to be members of a controlled
group of corporations (within the meaning of Section 414(b) of the
Code) by reason of the distribution of Chicago Title Corporation to the
stockholders of Alleghany Corporation.
2.18 "Related Company" means with respect to any Employer, any corporation,
trade or business, during any period that it is along with that
Employer, was a member of a controlled group of corporations, or a
controlled group of trades or businesses as described in Sections
414(b) and (c) respectively of the Code. A Related Company shall also
include any organization (whether or not incorporated) which is a
member of an affiliated service group as defined in Section 414(m) of
the Code which includes an Employer, and any other entity required to
be aggregated with an Employer pursuant to regulations under Section
414(o) of the Code.
2.19 "Total and Permanent Disability" shall have the same meaning as given
to that or any comparable term in the Company's long-term disability
plan or, if no such plan shall exist, the meaning used by the Social
Security Administration for such term shall be used.
2.20 "Trust" means the relationship established between the Company and the
Trustee under the Trust Agreement providing for the management and
investment of Plan assets.
2.21 "Trustee" means The Chicago Trust Company in its fiduciary capacity and
any co-trustee or successor fiduciary.
2.22 "Vesting Service" means the service of a participant as calculated in
accordance with Article 4.
2.23 "Valuation Date" means the last day of each calendar quarter and any
other date specified by the Company for valuation of trust assets.
ARTICLE 3
ELIGIBILITY AND ENROLLMENT
5
<PAGE> 6
3.1 Eligibility. Any Employee of an Employer who, on the day immediately
preceding the Spin-Off Date, was a participant in the Prior CT&T Plan
shall become a participant in this Plan on the Spin-Off Date. Any other
Employee of an Employer who is employed on a full-time basis or is a
part-time Employee scheduled to work 20 or more hours a week will
become eligible to participate in the Plan:
(a) If such Employee has attained age 21 at the commencement of
his employment, the Employee will be eligible to participate
in the Plan on the first full pay period following employment;
and
(b) If such Employee has not attained age 21 at the commencement
of his employment, he will be eligible to participate in the
Plan on the date of the first full pay period following the
attainment of age 21.
Any Employee scheduled to work less than 20 hours a week and any
limited term employee retained in employment beyond the initial term of
contract shall be eligible to participate in the Plan upon completion
of a year of eligibility service, subject to any age requirement as
described in this Section. A "year of eligibility service" is the
completion of 1,000 Hours of Service or more during the first twelve
months of employment or during any Plan Year ending after such twelve
months of employment.
3.2 Participation Not a Contract of Employment. The Plan, and an Employee's
participation in the Plan, does not constitute a contract of employment
and affords the participant no right or guarantee of continued
employment by an Employer or any right of future accrual of benefits or
to be a consideration for, or an inducement for, the employment of any
Employee. Nothing contained in the Plan shall be deemed to interfere
with the right of any Employer to discharge or to terminate the service
of any Employee at any time without regard to the effect such discharge
or termination may have on any rights under the Plan.
ARTICLE 4
VESTING SERVICE
4.1 Service Prior to the Spin-Off Date. For periods prior to June 18, 1998,
an employee shall be credited with the Vesting Service determined under
the Prior CT&T Plan as in effect immediately prior to the Spin-off
Date.
4.2 Accrual. For the period commencing January 18, 1998, and for each Plan
Year thereafter, an Employee shall accrue one year of Vesting Service
for each Plan Year in which the Employee has 1,000 or more Hours of
Service with an Employer.
6
<PAGE> 7
4.3 Re-employment. If an Employee terminates employment with an Employer
and is later reemployed by an Employer, such Employee will again become
eligible to participate upon reemployment and prior Vesting Service of
the Employee shall be reinstated as of the date of reemployment.
4.4 Related Company. Each Employer shall recognize the Vesting Service of
an Employee accrued while in the employment of a Related Company. Each
Employer, in its sole discretion, may recognize as Vesting Service an
Employee's service with a Related Company during periods prior to the
time the entity became a Related Company under the Plan.
4.5 Authority of Committee. In furtherance and not in derogation of any
rights afforded to an Employee under the Plan, the Committee may adopt
such rules uniformly applicable to all employees similarly situated as
it deems advisable for purposes of Plan administration including, but
not limited to, service accrued during leaves of absence, paternity and
maternity leave, illness and service in the armed forces. In no event
shall an Employee's absence from service while on maternity or
paternity leave in accordance with Company policy be deemed a
termination of employment under the Plan or otherwise force a
distribution of account balances.
4.6 Qualified Military Service. Notwithstanding any provision of the Plan
to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance
with Section 414(u) of the Code.
ARTICLE 5
BEFORE-TAX CONTRIBUTIONS
5.1 Amount of Before-Tax Contribution. A participant may elect to make a
before-tax contribution to the Plan as of any payroll date in any whole
percentage of Compensation, with a minimum contribution of one percent
and a maximum contribution of thirteen percent. No participant may
elect to make a before-tax contribution in the aggregate for any Plan
Year in excess of $7,000 (or such greater amount as determined pursuant
to Section 402(g)(5) of the Code). When a participant election is made,
the Employer shall reduce the participant's Compensation actually paid
for services rendered by the appropriate amount, note payroll records
accordingly and remit such amount to the Trustee. To the extent a
participant makes contributions to the Plan in excess of the limit
under Section 402(g)(5) of the Code, such excess amount (and the income
allocable to such excess) shall be refunded to the participant as soon
as administratively possible but not later than April 15 of the Plan
Year following the Plan Year for which such contributions were made, as
provided in rules adopted by the Committee and in the manner and within
the time required under Section 402(g) of the Code and the regulations
thereunder.
7
<PAGE> 8
5.2 Pre-condition. Any before-tax contribution of a "highly compensated
participant" (as defined in Section 5.9) will be limited to amounts
permitted under Section 5.8 of the Plan.
5.3 Matching Employer Contributions. Participant before-tax contributions
of at least one percent, but not exceeding six percent of Compensation,
shall be eligible for matching Employer contributions as provided in
Article 6; provided that, Participant before-tax contributions in
excess of six percent of Compensation shall be re-characterized as
having been made at a constant six percent rate in determining the
availability of matching Employer contributions.
5.4 Payment of Before-Tax Contributions. Before-tax contributions shall be
paid by an Employer to the Trustee as soon as practicable, but not
later than the 15th business day of the next following month. The
Trustee will hold participant's contributions when received in a
separate account that is fully vested and nonforfeitable.
5.5 Change in Rate of Contributions. A participant may initiate or change
the amount of before-tax contributions on approximately a monthly basis
in accordance with administrative procedures promulgated for the Plan,
but subject to a limit of twelve changes a year.
5.6 Suspension of Contributions. A participant may elect to suspend
before-tax contributions as of any payroll date and each suspension
shall remain effective until the participant makes a new election of
contributions.
5.7 Maintenance of Tax Qualified Status. In order to maintain the tax
qualified status of the Plan, the Committee may, without the consent of
a participant, modify or revoke, prospectively or retroactively, any
participant's election to make before-tax contributions.
5.8 Limitations on Before-Tax Contributions by Highly Compensated. In no
event shall the actual deferral percentage (as defined below) of
"highly compensated participants" (as defined in Section 5.9) for any
Plan Year exceed the greater of:
(a) the actual deferral percentage of all other participants for
such Plan Year multiplied by 1.25; or
(b) the actual deferral percentage of all other participants for
such Plan Year multiplied by 2.00; provided that the actual
deferral percentage of the highly compensated participants
does not exceed that of all other participants by more than 2
percentage points.
The "actual deferral percentage" of a group of participants for a Plan
Year means the average of the ratios (determined separately for each
participant in such group) of A to B
8
<PAGE> 9
where A equals the before-tax contributions credited to each
participant's account for such Plan Year and B equals the participant's
compensation for such Plan Year. For purposes of this Section, the term
"compensation" shall mean compensation as defined in Section 414(s) of
the Code, including before-tax contributions and employee contributions
to a cafeteria plan described in Section 125 of the Code. The Committee
shall determine from time to time based on the before-tax contribution
elections then on file with the Committee whether the foregoing
limitations will be satisfied and to the extent necessary to insure
compliance with such limitation may reduce on an individual by
individual basis for each highly compensated participant who is
exceeding such deferral percentage the applicable percentage of
before-tax contributions to be withheld for such highly compensated
participant beginning with the highly compensated participant with the
highest deferral percentage first and then reducing the applicable
percentage for each subsequent highly compensated participant in order
of compensation until such excess is eliminated.
For purposes of this Section, the actual deferral percentage of a
highly compensated participant who is eligible to have before-tax
contributions made under two or more plans or arrangements, as
described in Section 401(k) of the Code, that are maintained by the
Employer or any Related Company shall be determined as if all such
contributions were made under a single arrangement.
5.9 Highly Compensated Participant. A "highly compensated participant"
means any participant who:
(a) was a 5 percent owner of the Company or a Related Company
(determined by applying Section 318 of the Code) during the
current or immediately preceding Plan Year; or
(b) received annual compensation from the Company and/or a Related
Company of more than $80,000 (or such greater amount as may be
determined by the Commissioner of Internal Revenue) and during
the immediately preceding Plan Year and was in the top-paid
20% of the Employees (ranked on the basis of compensation) for
such Plan Year.
For purposes of this Section, compensation means compensation as
defined in Section 5.8 of the Plan. The determination of highly
compensated participants will be made in accordance with regulations
under Section 414(q) of the Code.
5.10 Refund of Excess Before-Tax Contributions. To the extent necessary to
conform to the limitations described in Section 5.8, the Committee may
reduce before-tax contributions made on behalf of highly compensated
participants consistent with the regulations issued under Section
401(k) of the Code. Such reduction shall be effected by reducing the
before-tax contributions made on behalf of highly compensated
participants (in the order
9
<PAGE> 10
of their actual deferral percentage) beginning with the highly
compensated participant who deferred the largest contribution amount
first, then reducing such contributions to the next highest before-tax
contribution amount and so forth until such limitations are satisfied.
Any before-tax contributions made on behalf of any participant which
cannot be credited to him in such Plan Year under Section 5.8 shall be
repaid to him with the income thereon and without regard to any other
provision of the Plan. A repayment shall occur within the first two and
one-half months after such Plan Year. For purposes of determining the
amount of any income for a Plan Year attributable to any excess
contributions made by a highly compensated participant (as defined in
Section 5.9) to be returned to such participant, the following formula
will be used:
i. first, the value of his before-tax contribution account as of
the beginning of the Plan Year and as of the last day of the
Plan Year shall be determined.
ii. next, the gain or loss on such before-tax contribution account
shall be determined after first reducing the difference
between the balance of the account as at the end of the year
and the balance as at the beginning of the year by before-tax
contributions made for such year.
iii. any matching contributions and earnings thereon which are
attributable to before-tax contributions reduced under this
Section shall be forfeited and applied to reduce Employer
contributions.
ARTICLE 6
EMPLOYER CONTRIBUTIONS
6.1 Amount of Employer Contributions. Two types of Employer contributions
shall be made.
(a) Base Amount. An Employer shall contribute on behalf of each
participant an amount equal to 25% of eligible (1%-6% of
Compensation) before-tax contributions by the participant up
to a maximum of 1.5% of the participant's Compensation. An
Employer shall pay these payroll matching contributions to the
Trustee at approximately the same time as the underlying
before-tax contributions are paid to the Trustee.
(b) Profit Sharing Contribution. For each Plan Year, an Employer
shall contribute on behalf of each participant employed on
December 31 (except as otherwise noted in Section 12.3) an
additional percentage of eligible before-tax contributions
varying with the Company's consolidated rate of return on
equity for that year in accordance with the following
schedule:
10
<PAGE> 11
Consolidated
Return on Equity* Applicable Percentage
Less than 10% 0
10% 5%
11 15
12 25
13 40
14 55
15 75
16 90
17 105
18 or more 125
*rounded to the nearest whole percent
An Employer shall pay its profit sharing contributions to the Trustee
without interest and within a reasonable time after the Company's
return on equity calculations are completed for purposes of its annual
financial statement, but in no event later than the due date (including
extensions) for its Federal Income Tax return.
6.2 Return on Equity. For purposes of this paragraph "return on equity"
shall mean the Company's after-tax operating income before net realized
gain or loss on sale of securities and before net unrealized holding
gain or loss on trading securities divided by the Company's average
operating equity at year-end, exclusive of unrealized market
appreciation or depreciation on securities, for the current and next
previous calendar year. In making such calculation, at the discretion
of the Company, unusual items of gain or loss may be excluded. For
purposes of this Section, and only for the Plan Year 1998, the term
Company shall include the Related Employers and the Predecessor
Employer.
6.3 Application of Forfeitures. Any amounts credited in the account of a
participant and forfeited in accordance with Article 12 shall be
applied to reduce Employer contributions.
6.4 Limitations on Employer Contributions for Highly Compensated
Participants. In no event shall the Employer contribution percentage
(as defined below) of highly compensated participants (as defined in
Section 5.9) in any Plan Year exceed the greater of:
(a) The Employer contribution percentage of all other participants
for such Plan Year multiplied by 1.25; or
(b) The Employer contribution percentage of all other participants
for such Plan Year multiplied by 2.00; provided that the
actual Employer contribution percentage of the highly
compensated participants does not exceed that of all other
participants by more than 2 percentage points.
11
<PAGE> 12
The "Employer contribution percentage" of a group of participants for a
Plan Year means the average of the ratios (determined separately for
each participant in such group) of A to B where A equals the Employer
contributions made on behalf of each participant for such Plan Year
under Section 6.1 and B equals the participant's compensation (as
defined in Section 5.8) for such Plan Year. The Committee shall
determine from time to time based on the Employer contributions made
for such Plan Year under Section 6.1 whether the foregoing limitations
will be satisfied and to the extent necessary to ensure compliance with
such limitation, may reduce on an individual-by-individual basis for
each highly compensated participant whose Employer contributions exceed
such contribution percentage the Employer contributions to be made on
behalf of such highly compensated participant beginning with the highly
compensated participant with the highest Employer contribution
allocation first, and then reducing the applicable percentage for each
subsequent highly compensated participant in order of compensation
until such excess is eliminated. Further, if multiple use of the
limitations contained in paragraph B of this Section and Section 5.8
occurs as deemed in Treasury Regulation Section 1.401(m)-2(c), such
multiple use will be corrected in the manner described in Treasury
Regulation Section 1.401(m)-l(e).
6.5 Refund of Excess Employer Contributions. To the extent necessary to
conform to the limitations described in Section 6.4, the Committee
shall reduce Employer contributions and return such contributions to
the Employer or use such Employer contributions to match before-tax
contributions of other participants consistent with regulations issued
under Section 401(m) of the Code. To the extent Employer contributions
cannot be credited under Section 6.4 such contributions shall not be
deemed to be vested and non-forfeitable. Such reduction shall be
effected in the same manner as provided in Section 5.10, except that
the term "Employer contribution" shall be substituted for the term
"before-tax contributions." For purposes of determining the amount of
any income for a Plan Year attributable to any Employer contributions
which cannot be allocated to a highly compensated participant under the
Plan, the following formula will be used:
(i) first, the value of his Employer contribution account as of
the beginning of the Plan Year and as of the last day of the
Plan year shall be determined;
(ii) next, the gain or loss of such Employer contribution account
shall be determined after reducing the difference between the
balance of the account as at the end of the year and the
balance as at the beginning of the year by Employer
contributions made for such year; and
(iii) next, the amount calculated under paragraph (ii) shall be
multiplied by a fraction, the numerator of which is the excess
Employer contributions made on behalf of the participant for
such year and the denominator of which is such participant's
Employer contribution account as of the last day of such year,
reduced by the
12
<PAGE> 13
amount of any gain for such year and increased by the amount
of any loss for such year.
ARTICLE 7
LIMITATIONS ON EMPLOYER AND EMPLOYEE CONTRIBUTIONS
7.1 Annual Additions to Participant's Account. The maximum aggregate annual
additions allocated to a participant's account in any Plan Year shall
not exceed the lesser of:
(a) $30,000 (or such greater amount as shall be provided by IRS
regulations); or
(b) 25% of the participant's compensation in such Plan Year.
7.2 Limitation for Participants in Multiple Plans. In the case of a
participant who participates in this Plan and a qualified defined
benefit plan maintained by the Employer, the sum of the defined
contribution plan fraction and the defined benefit plan fraction in any
year shall not exceed 1.0.
For purposes of applying the limitations of this Section the following
rules shall apply:
(a) The term "defined contribution plan fraction" shall mean the
actual aggregate annual additions to the Plan, determined as
of the close of the Plan Year, over the aggregate of the
maximum annual additions which could have been made for each
year of the Participant's service had such annual additions
been limited each year in accordance with the restrictions
imposed by Section 415 of the Code, taking into account the
transition rules for years ending prior to January 1, 1983
prescribed under the ERISA and the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA"), including the rules of
Section 415(e)(3) of the Code, as amended by TEFRA, unless the
Committee elects to apply the rules of Section 415(e)(6) of
the Code, as added by TEFRA.
(b) The term "defined benefit plan fraction" shall mean the
projected annual benefit payable under the qualified defined
benefit plan, determined without regard to the restrictions
imposed by Section 415(b) of the Code, over the annual benefit
payable under the Plan, taking into account such restrictions,
but increased as provided in Section 415(e)(2)(B) of the Code,
as amended by TEFRA, and in accordance with Section 235(g)(4)
of TEFRA.
The foregoing provisions of this Section 7.2 shall not be applicable
for Plan Years beginning after December 31, 1999.
13
<PAGE> 14
7.3 Preclusion of Excess Annual Additions; Reduction of Benefits. The
Committee shall maintain records showing the contributions allocated to
a participant's account in any Plan Year. In the event that the
Committee determines that the allocation of a contribution would cause
the restrictions imposed by Sections 7.1 or 7.2 to be exceeded, the
participant's or the Employer's contributions on behalf of such
participant shall be reduced in the following order, but only to the
extent necessary to satisfy such restrictions:
(a) First, unmatched before-tax participant contributions shall be
reduced; and
(b) Second, matched before-tax participant contributions and the
matching Employer contributions allocated in respect thereof
shall be reduced.
Notwithstanding the foregoing, if the combination limitation prescribed
under Section 7.2 hereof would be exceeded, benefits under the defined
benefit plan shall be reduced or frozen prior to making any reductions
in this Plan.
7.4 Disposal of Excess Annual Additions. In the event that,
notwithstanding the foregoing sections, the restrictions prescribed
hereunder are exceeded with respect to any participant and such excess
arises as a consequence of an allocation of forfeitures or a reasonable
error in estimating the participant's compensation, the excess, to the
extent attributable to voluntary employee contributions, shall be
returned to the participant. The remaining excess, if any, shall be
returned to the participant. The remaining excess, if any, shall be
utilized to reduce future matching Employer contributions on behalf of
the Participant for the next succeeding Plan Year and succeeding Plan
Years as necessary or, if the Participant is no longer employed in such
a succeeding Plan Year, to reduce future matching Employer
contributions on behalf of the other participants entitled to an
allocation.
7.5 Aggregation of Plans. For purposes of this Article, all qualified
defined contribution plans maintained by an Employer shall be treated
as a single plan, and all qualified defined benefit plans maintained by
an Employer shall be treated as a single plan.
7.6 Definition of Annual Addition. For purposes of this Article, the term
"annual addition" shall mean the sum for any Plan Year of the following
amounts allocated to the account of a Participant:
(a) Salary reduction contributions and Employer contributions
under Article 6 (including any forfeitures used to reduce
matching Employer contributions);
(b) Forfeitures arising under Article 12; and
14
<PAGE> 15
(c) Employer contributions under Article 18.
7.7 Definition of "Compensation". For purposes of this Article, the term
"compensation" shall mean a participant's total cash compensation for
services rendered to an Employer as an employee, determined in
accordance with Section 415(c)(3) of the Code and the regulations
thereunder, including any elective deferrals (as defined in Section
402(g)(3) of the Code) and any amount contributed or deferred by an
Employer at the participant's election which is excludable from income
under Section 125 of the Code.
7.8 Definition of "Employer". For purposes of this Article, the term
"Employer" shall include any Related Company, as such definition is
modified by Section 415(h) of the Code.
ARTICLE 8
INVESTMENT OF CONTRIBUTIONS
8.1 Use of Trustee. The Company shall maintain a trust agreement with the
Trustee, or such other fiduciary as the Company may select for the
custody, investment and maintenance of all Plan assets, as hereinafter
defined. The Trustee shall receive, hold, invest and reinvest all Plan
contributions, together with the assets of the Prior CT&T Plan.
8.2 Investment Funds. Subject to the approval of the Committee, the Trustee
shall establish and maintain at least three and not more than ten
investment funds (the "Funds") for the investment of trust assets.
These Funds, together with assets of the Prior CT&T Plan are referred
to as "Plan Assets." The Trustee shall maintain and communicate to Plan
participants, from time to time, a general description of the
investment objectives of each one of the Funds.
8.3 Alleghany Stock Fund. The Trustee shall establish and maintain, as one
of the investment funds authorized under Section 8.2, an investment
fund invested in Alleghany Corporation common stock together with such
cash reserves as the Trustee may deem appropriate for liquidity or
other prudent purposes (the "Alleghany Stock Fund"). The Alleghany
Stock Fund shall be maintained using the unit method of accounting with
shares of stock owned by the Trustee. Participants will have no right
of distribution in kind from the Alleghany Stock Fund. All shares of
the Alleghany Stock Fund will be voted by the Trustee with the use of
such independent fiduciaries as it may, from time to time, deem
appropriate.
Participants in the Alleghany Stock Fund in the Prior CT&T Plan shall
have credited to the Alleghany Stock Fund (and re-invested in Alleghany
Corporation common stock) the
15
<PAGE> 16
proceeds from any Chicago Title Corporation common stock distributed by
Alleghany Corporation to its stockholders.
8.4 Use of Mutual Funds, or Collective Investment Media. Subject to the
approval of the Committee, the Trustee may utilize for the investment
of Plan Assets, without limitation, any mutual funds, common trust
funds or collective investment media maintained, advised or sponsored
by the Trustee or an affiliated company.
8.5 Investment Selection. Each participant shall elect that percentage, in
whole multiples of 1% of employee and Employer contributions, to be
invested in the Funds.
8.6 Investment Changes and Transfers. A participant may direct a change in
the investment of future contributions in whole multiples of 1% from
one investment medium to another on a daily basis in accordance with
administrative procedures promulgated for the Plan. Transfer of funds
from one investment medium to another may be done on a daily basis in
accordance with administrative procedures promulgated for the Plan. A
participant is allowed an unlimited number of investment changes and
transfers.
8.7 Interim Investment or Ineffective Direction. In the event that an
investment direction has not been received by the Trustee from a
participant for Plan assets or in the event any investment direction is
ambiguous or ineffective, the subject assets shall be invested in the
Safety of Principal Fund until appropriate investment direction has
been received by the Trustee.
ARTICLE 9
PLAN ACCOUNTS
9.1 Recordkeeping. The Company shall maintain accounts of each
participant's aggregate interest in each Fund, together with the source
of funds in each such investment category.
9.2 Statements. Plan statements of accounts shall be issued to participants
on a quarterly basis. The Company may, in its discretion, make Plan
information available to participants electronically or by other means,
in which case the frequency of Plan statements may be adjusted as the
Company deems appropriate but in no event shall statements be provided
less than on an annual basis.
9.3 Valuation. The assets of each Fund shall be valued on a fair market
value basis by the Trustee daily, and shall take into account credits
for contributions and loan repayments, debits for loans and withdrawals
and allocations for income, expenses, loss and appreciation.
16
<PAGE> 17
9.4 Participant Direction. Debits and credits to a participant's account
shall be prorated in accordance with the participant's direction in
effect on the effective date for such account activity.
ARTICLE 10
WITHDRAWALS AND LOANS
10.1 After-Tax Contributions. A participant may as of any Valuation Date
elect to withdraw all or any part of after-tax contributions without
penalty on approximately a monthly basis in accordance with
administrative procedures promulgated for the Plan.
10.2 Withdrawals of Before-Tax Contributions.
(a) A participant who has not attained age 59-1/2 may, as of any
Valuation Date, make a withdrawal of before-tax contributions
upon written application to the Committee and pursuant to the
following rules:
(i) The amount withdrawn may not exceed the amount
necessary to satisfy an immediate and heavy financial
need of the participant. An "immediate and heavy"
financial need shall mean the financial need of a
participant to meet any extraordinary expenses
incurred on account of accident, sickness or
disability; to provide for the payment of tuition and
related educational fees for the next year's college
education for the participant or the spouse or
dependents of the participant; to purchase a
principal residence for the participant (excluding
mortgage payments other than those necessary to
prevent a foreclosure); to make mortgage payments in
order to prevent eviction from the participant's
principal residence; to satisfy unforeseeable
catastrophic fire, water or storm damage to the
principal residence of the participant; to prevent
termination of utilities to the principal residence
of the participant; funeral expenses for a family
member of the participant; or to satisfy any other
immediate and heavy financial need of a catastrophic
nature as determined by the Committee. The amount of
such withdrawal may include any amounts necessary to
pay any federal, state or local income taxes or
penalties reasonably anticipated to result from such
withdrawal.
(ii) The participant must represent in writing
satisfactory to the Employer that the immediate and
heavy financial need cannot be satisfied through one
of the following:
a. through reimbursement or compensation by
insurance or otherwise;
17
<PAGE> 18
b. by reasonable liquidation of the
participant's passbook savings accounts to
the extent such liquidation would not of
itself cause an immediate and heavy
financial need;
c. by cessation of elective before-tax
contributions to the Plan; or
d. by distributions or non-taxable loaned from
the Plan or any other plans maintained by
the Employer, a Related Company or another
employer, or by borrowing from commercial
sources on reasonable commercial terms.
(b) A hardship withdrawal shall be authorized only if the
participant has no available after-tax contribution account
balances and the participant has exhausted funds available
from Plan loans.
(c) A participant shall not be permitted to withdraw an amount
greater than the sum of (i) his before-tax contribution
account balance as at December 31, 1988 and (ii) his
before-tax contributions made for Plan Years beginning on and
after January 1, 1989.
(d) A participant who has attained age 59-1/2 may, as of any
Valuation Date, withdraw all of part of his before-tax
contribution account balances provided that such withdrawal is
$500 or more. Only one such withdrawal may be made during the
Plan Year. Such withdrawals may be made as of any calendar
quarter.
(e) All provisions of this Section 10.2 shall be administered in a
manner so that all participants shall be treated uniformly
under similar circumstances.
(f) A hardship withdrawal may not be made for a sum less than $500.
10.3 Withdrawal of Employer Contributions. Any participant with at least
five years participation in the Plan, may withdraw Employer
contributions at any time under procedures promulgated for the Plan
subject to a minimum of $500 and a maximum of one withdrawal per Plan
Year.
10.4 Loans.
(a) An active participant may apply for a Plan loan to be received
and administered in accordance with administrative procedures
promulgated for the Plan.
(b) Loans are subject to the following limits:
i. minimum loan of $1,000;
18
<PAGE> 19
ii. maximum loan of 50% of vested account balance,
including any after-tax, rollover, Employer
contributions and before-tax contributions, from
$2,000 up to $100,000; or if less
iii. $50,000 limit for vested account values in excess of
$100,000 reduced by the excess, if any, of the
highest outstanding balance during the one-year
ending immediately preceding the date of the loan
over the outstanding balance on the date of the loan.
(c) A participant may not have more than two loans outstanding at
a time. A loan shall be repaid by payroll deduction but may be
pre-paid in full at any time. Repayments shall be invested in
accordance with current investment elections. Refinancing of a
loan is not permitted.
(d) Loan proceeds are to be drawn from accounts in the following
order: after-tax, rollover, company contribution and
before-tax accounts and when repaid shall be credited to such
accounts in the reverse order.
(e) Loans shall be subject to a minimum initiation fee of $50 or
such other amount as shall be established from time to time by
the Company.
(f) If upon a participant's termination of employment or death,
any loan or portion thereof made to him under the Plan,
together with accrued interest thereon, remains unpaid, the
amount of such unpaid loan and accrued interest shall be
charged to the participant's accounts after all other
adjustments required under the Plan have been made but before
any distribution under Article 12.
(g) Loans shall bear interest at an annual rate equal to the prime
rate set forth in the Wall Street Journal less one percent.
(h) If allowed by the Committee, loan repayments will be suspended
under the Plan during a period of qualified military service
as provided under Section 414(u)(4) of the Code.
ARTICLE 11
VESTING IN EMPLOYER CONTRIBUTIONS
11.1 Vesting by Service. A participant who has not attained age 55, shall
vest in his account attributable to Employer contributions and related
income, expenses, loss and appreciation in accordance with the
following schedule:
19
<PAGE> 20
Completed Years Percentage
of Vesting Service Interest
Less than 1 year 0%
1 year, but less than 2 years 30%
2 years, but less than 3 years 60%
3 years, or more 100%
11.2 Vesting Events. Without regard to years of Vesting Service, a
participant (or beneficiary) shall fully vest in his account
attributable to Employer contributions and related income, expenses,
loss and appreciation upon the occurrence of any of the following
events:
(a) Death of the participant;
(b) Total and permanent disability of the participant as
determined by the Committee; and
(c) Attainment of age 55 while employed by an Employer.
ARTICLE 12
DISTRIBUTION
12.1 Full Distribution. A participant (or beneficiary) shall be entitled to
receive a full distribution of Plan account balances determined as of
the Valuation Date next preceding or coincident with the earliest of
the participant's:
(a) Death;
(b) Total and permanent disability;
(c) Retirement as defined in the Chicago Title and Trust Company
Pension Plan; and
(d) Termination of employment with fully vested rights.
12.2 Partial Vesting. A participant terminating employment other than as
provided in Section 12.1 shall be entitled, determined as of the
Valuation Date preceding or coincident with such termination, to
receive the full value of account balances attributable to before-tax
and after-tax employee contributions (as described in Sections 5.1 and
6.1), including income, losses, appreciation and depreciation, and the
portion of the participant's account attributable to Employer
contributions (other than the +PLUS Account) and related
20
<PAGE> 21
income, losses, appreciation and depreciation in which the participant
is vested under the Plan pursuant to Section 11.1.
12.3 Employer Profit Sharing Contributions. Only participants employed on
December 31 shall be entitled to receive Employer profit-sharing
contributions for the year in question; provided that any participant
over age 55 who dies or retires (under the Chicago Title and Trust
Company Pension Plan) during the year for which a profit-sharing
contribution is made shall share in such contributions based on base
salary actually received during the Plan Year. Any participant employed
as of December 31 and qualifying for a profit sharing contribution but
terminating employment prior to the payment of such sum shall remain
entitled to that payment and the Employer shall forward the vested
portion of such contributions according to employment records for that
person.
12.4 Forfeitures. The amount by which a participant's Employer contribution
account is reduced pursuant to Section 12.2 will be considered a
forfeiture as of the last day of the Plan Year in which such
termination of employment occurs and shall be applied to the full
extent possible to reduce Employer contributions. In the event a
participant is reemployed within six years of the date of his
termination of employment, the amount of any forfeiture attributable to
such prior distribution shall be restored to his account upon his
reemployment. Such forfeiture shall be credited from then existing
forfeitures under this Section or, to the extent that forfeitures are
not sufficient to restore such amount, from a supplemental Employer
contribution necessary to restore the amount of the forfeiture. In the
case of a maternity or paternity absence (as defined below), an
employee shall not be considered to have terminated employment until
the first anniversary of such absence. A "maternity or paternity
absence" means an employee's absence from work because of the pregnancy
of the employee or birth of a child of the employee, the placement of a
child with the employee in connection with the adoption of such child
by the employee, or for purposes of caring for the child immediately
following such birth or placement. The Committee may require the
employee to furnish such information as the Committee considers
necessary to establish that the employee's absence was for one of the
above specified reasons.
12.5 Distribution. Any distribution of funds under this Article 12 shall be
made in a lump sum; provided that rights to receive distributions under
options (installments not exceeding 15 years and 50% joint and survivor
annuities) under a plan merged with this Plan or the Prior CT&T Plan
shall be preserved in accordance with administrative procedures
promulgated for the Plan to the extent of assets of the merged plan or
the Prior CT&T Plan which shall be separately accounted for under this
Plan. Such distribution shall be subject to the provisions of Section
12.6 and shall be made in accordance with the directions of the
participant or his beneficiary.
12.6 Deferral Option. All distributions shall commence as soon as
administratively convenient following a participant's entitlement to
distribution, provided that if the
21
<PAGE> 22
participant's vested account value exceeds $5,000, the Participant may
elect to defer receipt of such distribution until age 65 years. In no
event shall distribution commence later than the 60th day after the
latest of the close of the Plan Year in which (i) the participant
attains age 65, (ii) the 10th anniversary of the participant's
participation in the Plan occurs, or (iii) the participant's
termination of employment occurs.
12.7 Investment of Deferred Funds - Inactive Account. In the event a
distribution of a participant's Plan interest is deferred, such sums
shall be transferred to the Safety of Principal Fund (or any successor
conservative investment selected by the Committee from the range of
investment options) and maintained as an inactive account until age 65,
death, or total and permanent disability whichever occurs first, with
attendant distribution. Such inactive account shall remain invested but
the rights of withdrawal, loans, etc. applicable to active accounts
shall not apply.
12.8 Funds Awaiting Distribution. Except as provided in Section 12.7, no
interest shall be paid on funds awaiting distribution (for example,
from the date of valuation to the date of payment to a distributee) or
on profit sharing contributions prior to payment into the Plan.
12.9 Qualified Domestic Relations Order.
(a) The Committee shall be authorized to review documentation
purporting to have effect as a qualified domestic relations
order sufficient in process and clarity to effect an
assignment of an interest of participant in the Plan.
(b) An alternative payee under a qualified domestic relations
order shall be given active account status with rights
comparable to that of the subject participant.
(c) In no event shall a participant be entitled to receive that
portion of interest in the Plan which the Committee determines
is required to be held for or distributed to an alternate
payee in accordance with a Qualified Domestic Relations Order
as defined in Section 414(p) of the Code.
(d) Subject to the terms of the applicable Qualified Domestic
Relations Order, an alternate payee shall be entitled to
receive a distribution of benefits in the Plan to the
fullest extent permitted under applicable law subject only to
reasonable administrative procedures promulgated for the Plan.
12.10 Commencement of Benefits. Payment of benefits shall be made over a
period that does not exceed the life or life expectancy of the
participant and designated beneficiary. Distribution of a participant's
benefits shall be made (or installment payments shall commence) by
April 1 of the calendar year next following the later of the calendar
year in which the participant attains age 70-1/2 or the calendar year
in which his termination of employment occurs (his required
commencement date); provided, however, that the required commencement
date of a participant who is a five percent owner (as defined in
22
<PAGE> 23
Section 416 of the Code) with respect to the Plan Year in the calendar
year in which he attains age 70-1/2 shall be April 1 of the next
following calendar year. If the distribution of benefits commences
before a participant's death, the remaining interest will be
distributed at least as rapidly under the method of distribution being
used as of the date of such participant's death.
If a participant dies before the distribution of benefits has
commenced, the remaining account interest shall be distributed to a
designated beneficiary within a period which does not exceed the life
or life expectancy of the beneficiary, or if no beneficiary was
designated, within five years of the participant's death. If the
distribution of benefits commences before a participant's death, the
remaining interest will be distributed at least as rapidly under the
method of distribution being used as of the date of such participant's
death.
ARTICLE 13
PLAN AND TRUST ADMINISTRATION
13.1 Allocation of Responsibility For Plan and Trust Administration.
(a) The Employers shall have sole responsibility for making the
contributions necessary to provide benefits under the Plan.
(b) The Company is the plan sponsor and reserves sole authority to
appoint the Trustee and to amend or terminate in whole or in
part the Plan and Trust.
(c) The Committee shall have sole discretion and responsibility
for interpreting and administering the Plan.
It is intended that each of the above-mentioned parties shall be
responsible for the proper exercise of its own powers, duties,
responsibilities and other obligations under this Plan and the related
trust and shall not be responsible for any act or failure to act of
another party, except as provided by ERISA. No party guarantees the
Trust Fund in any manner against investment loss or depreciation in
asset value.
13.2 Committee.
(a) The Committee shall consist of not less than three or more
than ten persons who shall be appointed by and serve at the
discretion of the President of the Company.
(b) The Committee shall adopt such rules and by-laws as it deems
advisable regarding the conduct of its own affairs. No member
of the Committee shall act
23
<PAGE> 24
or vote on a decision of the Committee specifically relating to that
person's participation in the Plan.
(c) Members of the Committee shall serve without compensation.
(d) The Committee shall have the following specific powers and duties:
(1) To interpret the Plan and to decide any and all
matters arising thereunder, including the right to remedy
possible ambiguities, inconsistencies or omissions; provided,
however, that all such interpretations and decisions shall be
applied in a uniform manner to all persons similarly situated;
(2) To determine the eligibility for benefits under
the Plan and to compute the account balance or the amount
which shall be payable to any participant or beneficiary in
accordance with the provisions of the Plan;
(3) To authorize disbursements from the Trust;
(4) To authorize the Trustee with respect to the
funds for the investment of amounts; and
(5) To appoint, remove or change, from time to time,
persons constituting "Investment Managers," as defined in
Section 3(38) of ERISA, and the Committee may delegate to such
Investment Managers the exclusive authority to manage
(including the power to acquire and dispose of) all or such
portion of the Trust Fund as the Committee shall designate at
any time or from time to time.
13.3 Delegation of Authority. Anything in this Article 13 to the contrary
notwithstanding, the Committee may authorize or delegate to one or more
persons, not members of the Committee, to perform the routine
administrative functions of the Committee and to sign on its behalf any
statements of the Committee or instructions to the Trustee or notices
or other communications to participants, beneficiaries or other
persons.
13.4 Claims Procedure.
(a) The Committee shall have the sole authority to determine
eligibility for benefits and to decide claims under the terms
of the Plan.
(b) Upon receipt of a claim, the Committee, or its authorized
representative, shall process the claim within a reasonable
time and if the claim is denied in whole or in part shall
furnish the claimant with written notice of:
(i) The specific reason or reasons for such denial;
24
<PAGE> 25
(ii) Specific references to the provisions of the Plan
upon which such denial is based;
(iii) A description of any additional written materials or
information to be submitted in writing necessary to
perfect the claim and an explanation of why such
material or information is necessary; and
(iv) An explanation of the Plan's claim review procedure.
(c) A claimant who receives notice of a claim denial, within 60
days after receipt of such notice, may request in writing that
such denial be reviewed by the Committee. Such request is to
be directed to the Committee. In connection with such review,
the claimant may submit additional information in the form of
documents and written issues and comments. Upon receipt of the
written request for review of the denial of a claim and upon
receipt of all information requested of the claimant by the
Committee, the Committee shall render a written decision as to
whether the claim has been accepted or denied upon review.
Such decision shall include specific reasons for the decision
in a manner calculated to be understood by the claimant and
specific references to the pertinent Plan provisions on which
the decision is based. Any such decision rendered by the
Committee in good faith shall be final and binding on the
claimant.
13.5 Beneficiary Designation.
(a) Each participant shall be entitled to designate, and from time
to time to change, one or more beneficiaries to receive vested
account balances in the event of death or disability. In the
absence of an effective beneficiary designation to the
contrary, upon the death of a participant, the account balance
payable shall be distributed to the participant's spouse.
(b) Any participant who is married must obtain spousal written
consent in order to designate at any time a beneficiary other
than such spouse. Such consent shall be notarized or witnessed
by a notary public or by a representative of the Company, as
determined by the Committee.
(c) Except as noted in subsection (a), in the event a participant
does not have an effective beneficiary designation by
inaction, prior death, or any other reason in the judgment of
the Committee raising an issue as to the proper recipient of
benefits, the Committee may in its sole discretion distribute
benefits:
(i) to the spouse of a married participant;
25
<PAGE> 26
(ii) pursuant to judicial proceeding commenced for the
purpose of obtaining direction as to payment; or
(iii) to such person or persons as seems reasonable under
the circumstances.
(d) In no event shall the Company, Trustee or Committee be liable
to any person for a payment made in good faith under this
Article.
13.6 Administrative Procedures. The Committee shall promulgate forms
respecting Plan enrollment, investment direction, withdrawals, transfer
of funds, loans and other fund activity. Participants shall execute all
such applicable forms for the purpose of providing a written record of
account activity. Applicable forms shall provide for reasonable time
periods for the accomplishment of administrative tasks necessary to
complete the desired procedures.
13.7 Indemnification. Members of the Committee shall be entitled to
indemnification from their Employers to the fullest extent permitted
under federal or state law, as applicable, for any actions taken in
good faith in the performance of duties hereunder, which actions result
in loss or expense to the member, including, but not limited to
attorneys fees.
13.8 Supervision of Investment of Funds; Confidentiality. The Committee
shall be responsible for supervising the implementation of all
investment directions by participants and their beneficiaries and the
actions necessary to permit the exercise by participants and
beneficiaries of any rights with respect to any investment fund.
Furthermore, the Committee shall use its best efforts to ensure the
confidentiality of all information relating to participants'
investments and the exercise of other rights. In furtherance thereof,
the Committee shall be permitted to delegate all or any of the
foregoing responsibilities to any other fiduciary of the Plan whenever
the Committee, in its sole judgment, determines that such delegation is
in the best interests of participants and their beneficiaries.
ARTICLE 14
MISCELLANEOUS
14.1 Assignment. Any benefit which shall be payable under the Plan shall not
be subject to any manner of pledge, assignment, change, sale or
transfer and any attempt to accomplish the same shall be void; provided
that this restriction shall not apply to any qualified domestic
relations order as defined in Section 414(p) of the Code when
determined by the Committee to meet the requirements thereof.
26
<PAGE> 27
14.2 Governing Law. The Plan, related Trust Agreement and all rights
hereunder shall be governed, construed and administered in accordance
with the laws of the State of Illinois, to the extent not superseded by
Federal law.
14.3 Expenses. Expenses attributable to the investment of Plan assets and
direct administrative expenses relating to the maintenance of Plan
accounts shall be paid out of Plan assets, or at the option of each
Employer, paid directly by the Employer.
14.4 No Interest in Employers. The Employers shall have no right, title or
interest in Plan assets, nor shall any part of the Plan assets revert
or be repaid to an Employer, directly or indirectly, unless:
(a) A contribution is made by an Employer by mistake of fact and
such contribution is returned to such Employer within one year
after payment to the Trustee; or
(b) A contribution conditioned on the deductibility thereof is
disallowed as an expense for Federal income tax purposes and
such contribution (to the extent disallowed) is returned to
such Employer within one year after the disallowance of the
deduction.
The amount of any contribution that may be returned to an Employer
pursuant to subparagraph (a) or (b) above must be reduced by any
portion thereof previously distributed from the Trust and by any losses
of the Trust allocable thereto, and in no event may the return of such
contribution cause any participant's account balances to be less than
the amount of such balances had the contribution not been made under
the Plan.
14.5 Payments to Minors and Incompetents. If a participant or beneficiary
entitled to receive any benefits here under is a minor or is deemed by
the Committee or is adjudged to be legally incapable of giving valid
receipt and discharge for such benefits, the benefits will be paid to
such persons as the Committee shall designate or to the duly appointed
guardian. Such payments shall, to the extent made, be deemed a complete
discharge of any liability for such payment under the Plan.
14.6 Evidence of Survivor. If the Committee or the Trustee cannot make
payment of any amount to a participant or beneficiary within two years
after such amount becomes payable because the identity or whereabouts
of such participant or beneficiary cannot be ascertained
notwithstanding the mailing of a notice of such participant or
beneficiary by certified mail to his last known address, the Committee
at the end of such two-year period may direct that all unpaid amounts
which would have been payable to such participant or beneficiary be
forfeited and treated as a forfeiture hereunder. In determining whether
such two-year period has elapsed, the Committee may establish rules to
be applied on a uniform and nondiscriminatory basis for determining how
similar periods under any plan which has been merged, or has
transferred assets and liabilities into the Plan, shall be
27
<PAGE> 28
counted. Notwithstanding the foregoing, the forfeited benefits of any
participant or beneficiary shall be reinstated and payment of such
benefits will commence upon the filing at any time of a claim of such
benefits by such participant or beneficiary.
14.7 Titles and Headings. The titles to Articles and headings of sections in
this Plan are for convenience of reference only, and in case of any
conflict, the text of the Plan, rather than such titles and headings,
shall control.
ARTICLE 15
AMENDMENT MERGER AND TERMINATION
15.1 Amendment. The Plan may be amended by the Company at any time and from
time to time by the adoption of a resolution by the Board of Directors
of the Company either amending the Plan or authorizing an officer of
the Company to certify as to the adoption of any amendment to the Plan.
Such amendment shall become effective as of the date specified in
such amendment. No amendment shall decrease the accrued benefit of any
participant, nor shall such amendment vest in the Company any right,
title, or interest in and to the assets of the trust or cause such
income or assets to be used for, or diverted to, purposes other than
for the exclusive benefit of the participants and their beneficiaries.
15.2 Merger. In the case of any merger or consolidation with, or transfer of
assets or liabilities to any other Plan, any participant entitled to
benefits under the Plan shall (if the Plan then terminated) receive a
benefit immediately after such merger, consolidation or transfer which
is equal or greater than the benefit that participant would have been
entitled to receive immediately before the merger, consolidation or
transfer (if the Plan not then terminated).
15.3 Termination-Vesting. The Company, by action of its Board, shall have
the right at any time to terminate the Plan. In such event no further
deposits by participants or contributions by the Employer shall be
made. If the Plan is thus terminated, or upon the complete
discontinuance of Employer contributions thereto, or the partial
termination thereof, the total interest of all participants shall
become one hundred percent (100%) vested to the extent of the
termination, discontinuance or partial termination, and the provisions
relating to forfeitures hereunder shall become null and void to that
extent.
15.4 Employer Withdrawal.
(a) If at any time an Employer ceases to participate in the Plan
for any reason, the Company shall provide for the segregation
of the Employer's pro rata share of the assets in the Trust.
The amount of such pro rata share shall be determined as of
28
<PAGE> 29
the effective date of such withdrawal on the basis of the
value of the accounts of the participants, retired
participants and their beneficiaries of such withdrawing
Employer. Such determination shall be made by the Company. The
Company shall select the assets of the Trust to be segregated
in the amount of that Employer's pro rata share so determined
and its valuation of said assets for that purpose shall be
conclusive.
(b) If the withdrawal of an Employer has the effect of termination
of the Plan so far as such Employer and its employees are
concerned, then the rights of such Employer's participants,
retired participants and their beneficiaries shall be governed
by the provisions of Section 15.3.
(c) If an Employer which ceases to participate in the Trust adopts
a substantially similar trust or plan for the benefit of its
employees, the withdrawal from this Plan by the Employer shall
not be regarded as a termination of the Plan so far as the
Employer and its employees are concerned, and the rights of
that Employer's participants shall be governed in accordance
with the provisions of the trust or plan so adopted by that
Employer as if no withdrawal from this Plan had taken place.
ARTICLE 16
TOP-HEAVY PLAN REQUIREMENTS
16.1. General Rule. The requirements of this Article shall apply in the event
that the Plan is or becomes a Top-Heavy Plan.
16.2. Top-Heavy Plan.
(a) Basic Definition. Subject to the aggregation rules set forth
in Section 16.2(B), the Plan shall be considered a Top-Heavy
Plan pursuant to Section 416(g) of the Code in any Plan Year
if, as of the Determination Date, the present value of the
cumulative accrued benefits of all Key Employees of the
Employer exceeds 60% of the present value of the cumulative
accrued benefits of all the Employees of the Employer as of
such Date, taking into account in computing the ratio any
distributions made during the five consecutive Plan Year
period ending on the Determination Date. Notwithstanding the
foregoing, former Key Employees and any Employee who has not
performed any services for the Employer during the five
consecutive Plan Year Period ending on the Determination Date,
shall be excluded from the above ratio. For purposes of the
above ratio, the present value of a Key Employee's accrued
benefit shall be counted only once each Plan Year,
notwithstanding the fact that an individual may be considered
a Key Employee for more than one reason in any Plan Year.
29
<PAGE> 30
(b) Aggregation With Other Plans. For purposes of determining
whether the Plan is a Top-Heavy Plan and for purposes of
meeting the requirements of this Section, the Plan shall be
aggregated with other qualified plans in a Required
Aggregation Group and, to the extent permitted by Section
16.3(f), in a Permissive Aggregation Group. If such Required
Aggregation Group or, where applicable, such Permissive
Aggregation Group is Top-Heavy, this Plan shall be considered
a Top-Heavy Plan. If such Required Aggregation Group or, where
applicable, such Permissive Aggregation Group is not
Top-Heavy, this Plan shall not be a Top-Heavy Plan.
16.3 Definitions. For the purpose of determining whether the Plan is
Top-Heavy, the following definitions shall be applicable:
(a) Determination and Valuation Dates. The term "Determination
Date" shall mean, in the case of any Plan Year, the last day
of the preceding Plan year. The value of an individual's
account shall be determined as of the Valuation Date and shall
include any contribution actually made after such Valuation
Date but on or before the Determination Date. The term
"Valuation Date" means the most recent valuation date, as
provided in Section 2.23, occurring within a 12-month period
ending on the Determination Date.
(b) Kev Employees. An individual shall be considered a Key
Employee if he is an Employee or former Employee who at any
time during the current Plan Year or any of the four preceding
Plan Years:
(i) was an officer of the Employer who has annual
Compensation from the Employer in the applicable Plan
Year in excess of 50% of the dollar limitation under
Section 415(b)(1)(A) of the Code; provided, however,
that the number of individuals treated as Key
Employees by reason of being officers hereunder shall
not exceed the lesser of 50 or 10% of all Employees,
and provided further, that if the number of employees
treated as officers is limited to 50 hereunder, the
individuals treated as Key Employees shall be those
who, while officers, received the greater annual
Compensation in the applicable Plan Year and any of
the four preceding Plan Years (without regard to the
limitation set fourth in Section 416(d) of the Code),
or
(ii) was one of the 10 Employees owning or considered as
owning both more than a one-half percent interest in
value and the largest interests in value in the
Employer who has annual Compensation from the
Employer in the applicable Plan Year in excess of the
dollar limitation under Section
30
<PAGE> 31
415(c)(1)(A) of the Code as increased under Section
415(d) of the Code; or
(iii) was a more than 5% owner of the Employer; or
(iv) was a more than 1% owner of the Employer whose
annual Compensation from the Employer in the
applicable Plan Year exceeded $150,000.
For purposes of determining who is a Key Employee, ownership
shall be determined by taking into account the constructive
ownership rules of Section 318 of the Code, as modified by
Section 416(i)(1) of the Code. For purposes of determining who
is a more than 5% or more than 1% owner, ownership shall mean
ownership of the outstanding stock of the Employer or of the
total combined voting power of all stock of the Employer.
For purposes of Paragraph (ii), an Employee (or former
Employee) who has at least a one-half percent ownership
interest is considered to be one of the top 10 owners unless
at least 10 other Employees (or former Employees) own a
greater interest than such Employee (or former Employee);
provided that if an Employee has the same ownership interest
as another Employee, the Employee having greater annual
compensation from the Employer is considered to have the
larger ownership interest.
(c) Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is a Participant and who is not a Key Employee.
(d) Beneficiary. Whenever the term "Key Employee", "former Key
Employee", or "Non-Key Employee" is used herein, it includes
the beneficiary or beneficiaries of such individual. If an
individual is a Key Employee by reason of the foregoing
sentence as well as a Key Employee in his own right, both the
value of his inherited benefit and the value of his own
account will be considered his accrued benefit for purposes of
determining whether the Plan is a Top-Heavy Plan.
(e) Required Aggregation Group. The term "Required Aggregation
Group" shall mean all other qualified defined benefit and
defined contribution plans maintained by the Employer in which
a Key Employee participates, and each other plan of the
Employer which enables any plan in which a Key Employee
participates to meet the requirements of Sections 401(a)(4) or
410 of the Code when considered with a Required Aggregation
Group.
(f) Permissive Aggregation Group. The term "Permissive Aggregation
Group" shall mean all other qualified defined benefit and
defined contribution plans maintained
31
<PAGE> 32
by the Employer that meet the requirements of Sections
401(a)(4) and 410 of the Code when considered with a Required
Aggregation Group.
(g) Employer. For purposes of determining whether the Plan is a
Top-Heavy Plan, the term "Employer" shall mean the Employer
and any entity required to be aggregated with the Employer
pursuant to Section 414(b), (c) or (m) of the Code; provided
that for purposes of Section 416(i)(1)(A) of the Code,
ownership percentages shall be determined separately with
respect to each entity that would otherwise be aggregated
under Section 414(b), (c) or (m) of the Code.
(h) Compensation and Compensation Limitation. For purposes of this
Article, except as otherwise specifically provided, the term
"Compensation" has the same meaning as in Section 5.9. In the
event the Plan becomes a Top-Heavy Plan, the annual
Compensation of a Key Employee taken into account under the
Plan (for all Plan Years, including Plan Years before the Plan
was a Top-Heavy Plan) shall not exceed $200,000, adjusted for
increases in the cost of living pursuant to regulations issued
under Section 416 of the Code; provided that benefits accrued
before the Plan was a Top-Heavy Plan shall not be reduced.
16.4 Requirements Applicable if Plan is Top-Heavy. In the event the Plan is
determined to be Top-Heavy for any Plan Year, the following
requirements shall be applicable.
(a) Minimum Allocation. In the case of a Non-Key Employee who is
covered under this Plan but does not participate in any
qualified defined benefit plan maintained by the Employer, the
Minimum Allocation of contributions plus forfeitures allocated
to the account of each such Non Key Employee who has not
separated from service at the end of a Plan Year in which the
Plan is Top-Heavy shall equal the lesser three percent (3%) of
Compensation for such Plan Year of the largest percentage of
Compensation provided on behalf of any Key Employee for such
Plan Year. The Minimum Allocation provided hereunder may not
be suspended or forfeited under Sections 411(a)(3)(B) or
411(a)(3)(D) of the Code. A Non-Key Employee shall not fail to
receive a Minimum allocation because he is excluded from
participation (or accrues no benefit) merely because the
Employee's compensation is less than a stated amount or merely
because of a failure to make mandatory employee contributions,
if any are so required under the Plan.
(b) Non-duplication of Minimum Benefits. A Non-Key Employee who is
covered under this Plan and under a qualified defined benefit
plan maintained by the Employer which is a Top-Heavy Plan
shall not be entitled to the Minimum Allocation under this
Plan but shall receive the minimum benefit provided under the
terms of the qualified defined benefit plan. A Non-Key
Employee who is covered under this Plan and under the Deferred
Stock Purchase Plan but not under any qualified benefit plan
maintained by the Employer shall not be entitled to the
32
<PAGE> 33
Minimum Allocation under this Plan in a year when the Deferred
Stock Purchase Plan is a Top-Heavy Plan, but shall receive the
minimum allocation provided under the terms of the Deferred
Stock Purchase Plan.
(c) Limitations on Annual Additions and Benefits. For purposes of
computing the defined benefit plan fraction and defined
contribution plan fraction as set forth in Sections
415(e)(2)(B) and 415(e)(3)(B) of the Code, the dollar
limitations on benefits and annual additions applicable to a
limitation year shall be multiplied by 1.0 rather than by
1.25. The foregoing provisions of this Section 16.4(c) shall
not be applicable for Plan Years beginning after December 31,
1999.
(d) Vesting. A participant in the +PLUS Account shall be eligible
to receive benefits from, or vest in, the +PLUS Account upon
completion of three years of Vesting Service.
ARTICLE 17
ROLLOVER CONTRIBUTIONS
17.1 Eligible Rollover Contributions.
(a) A participant (or a spouse of the participant who is an
alternate payee under a qualified domestic relations order)
may elect, at the time and in the manner specified by the
Committee, to have any portion of an "eligible rollover
distribution" (as defined below) paid directly to an "eligible
retirement plan" (as defined below) specified by the
participant (or a spouse who is an alternate payee) in a
direct rollover. An "eligible rollover distribution" is any
distribution of all or a portion of the balance to the credit
of the Participant, other than a distribution which is one of
a series of substantially equal periodic payments (not less
frequently than annually) made for the life or life expectancy
of the participant or the joint lives or joint life
expectancies of the participant and the participant's
designated beneficiary or for a specified period of ten years
or more.
(b) The Plan will accept rollover contributions by a participant
from other tax-qualified retirement plans, conduit IRAs or
other funds specifically approved by the Company, all in
accordance with administrative procedures promulgated for the
Plan.
17.2 Exclusion. An eligible rollover distribution shall not include any
portion of a distribution required under Section 401(a)(9) of the Code
and any portion of a distribution that is not includible in gross
income.
33
<PAGE> 34
17.3 Definition. An "eligible retirement plan" is an individual retirement
account or, individual retirement annuity under Sections 408(a) and
408(b) of the Code, a Section 403(a) annuity plan or another qualified
defined contribution trust described in Section 401(a) of the Code that
accepts rollover distributions. A participant's surviving spouse may
direct an eligible rollover distribution to an eligible retirement plan
which is an individual retirement account or individual retirement
annuity.
ARTICLE 18
+PLUS ACCOUNT
18.1 Establishment of +PLUS Account. The Company shall establish and
maintain a new account, called the "+PLUS Account." All assets of the
+PLUS Account shall be delivered to the Trustee to be held as Plan
Assets in accordance with the trust agreement between the Company and
the Trustee.
18.2 Eligibility. The following participants in this Plan shall be eligible
to participate in the +PLUS Account:
(a) Any Employee of an Employer who, on the day immediately
preceding the Spin-Off Date.
(b) All participants who were non-vested participants in the
Chicago Title and Trust Company Pension Plan as of January 1,
1995 shall be automatically eligible for +PLUS Account
participation.
(c) Any participant participating in the Chicago Title and Trust
Company Pension Plan who elects as of January 1 of a calendar
year to participate in the +PLUS Account.
(d) Any Employee hired on or after January 1, 1995 and who
completes one year of eligibility service shall be
automatically eligible for +PLUS Account participation.
18.3 Vesting. Notwithstanding any other provisions of the Plan, a
participant in the +PLUS Account shall be 100% vested in the +PLUS
Account if the participant has completed five years of Vesting Service
and shall not be vested in the +PLUS Account if the participant has
completed less than five years of Vesting Service.
18.4 Investment of Accounts. A participant may direct the investment of the
participant's +PLUS Account in any of the Funds maintained by the
Company from time to time for
34
<PAGE> 35
Plan Assets in accordance with administrative procedures promulgated
from time to time by the Company.
18.5 Employer Contributions. The +PLUS Account is wholly funded by Employer
contributions. The amount of contribution made by an Employer on behalf
of a participant is based on the participant's percentage of
Compensation, as determined by age plus Credited Service (as such term
is defined in the Chicago Title and Trust Company Pension Plan) and
described on the following contribution schedule:
Points (Age + Credited Percent of All Base Pay Percent of Pay in Excess of
Service) (annual average) Social Security Taxable
Wage Base
below 40 1.0% 0.0%
40-49 2.5% 1.0%
50-59 4.0% 2.0%
60-69 6.0% 3.0%
70 or more 8.5% 4.0%
Employer contributions are made based on employment and participation
as of December 31 of a calendar year. If a participant is not so
employed and participating as of December 31, no contribution will be
made by the participant's Employer except that a prorated contribution
will be made if employment ends prior to December 31, because of
retirement, death or disability.
18.6 Loans and Withdrawal. Loans and Withdrawals by a participant are not
permitted from the +PLUS Account.
18.7 Distribution. Subject to the provisions of Article 12, a participant
may receive a distribution from the +PLUS Account in a lump sum as soon
as administratively reasonable after a participant or the participant's
beneficiary becomes eligible for a distribution.
35
<PAGE> 1
Exhibit 4.2
ALLEGHANY ASSET MANAGEMENT
SAVINGS AND PROFIT SHARING TRUST
<PAGE> 2
Page
----
ARTICLE I....................................................................1
Name .................................................................1
Parties................................................................2
ARTICLE II...................................................................2
Fiduciary Responsibility...............................................2
ARTICLE III..................................................................2
The Trust Fund and Its Administration..................................2
The Trust Fund...................................................3
General Powers...................................................3
Investment Managers..............................................8
Compensation and Expenses........................................9
Common Fund.....................................................10
Trust Accounting................................................10
Limit of Trustee's Responsibility...............................10
ARTICLE IV..................................................................11
Investment Funds......................................................11
Investment Funds................................................11
Trustee's Investment of Amounts Credited to Individually
Directed Investment Accounts.................................11
ARTICLE V...................................................................14
General Provisions....................................................15
Action by Employers.............................................15
Warranty........................................................15
Disagreement as to Acts.........................................15
Courts..........................................................15
Evidence........................................................16
Third Parties...................................................16
No Reversion in Employers.......................................17
Interests Not Transferable......................................18
Indemnification.................................................18
Litigation by Participants......................................19
Waiver of Notice................................................20
Counterparts....................................................20
Controlling Law.................................................20
Gender and Number...............................................20
Successors......................................................20
Severability....................................................21
Statutory References............................................21
ARTICLE VI..................................................................21
Changes in Trustee....................................................21
ii
<PAGE> 3
Resignation or Removal of Trustee...............................21
Appointment of Successor Trustee................................21
Duties of Resigning or Removed Trustee and of
Successor Trustee.............................................22
ARTICLE VII.................................................................22
Amendment and Termination.............................................22
Amendment.......................................................22
Termination.....................................................23
ARTICLE VIII................................................................23
Incorporation of Collective Investment Trusts.........................23
iii
<PAGE> 4
ALLEGHANY ASSET MANAGEMENT
SAVINGS AND PROFIT SHARING TRUST
THIS AGREEMENT, made this 17th day of June, 1998, by and between
ALLEGHANY ASSET MANAGEMENT, INC., a Delaware corporation (the "Company") in its
corporate capacity, and THE CHICAGO TRUST COMPANY in its fiduciary capacity as
trustee (the "Trustee"),
WITNESSETH THAT:
WHEREAS, the Company has established the Alleghany Asset Management
Savings and Profit Sharing Plan (the "Plan") a copy of which Plan, as amended
from time will be filed with the Trustee; and
WHEREAS, this Trust Agreement is intended to implement the Plan and
form a part of it.
NOW, THEREFORE, IT IS AGREED that this Agreement shall constitute
the trust agreement between the Company and the Trustee in connection with the
Plan.
ARTICLE I
Name
This Agreement and the trust hereby evidenced may be referred to as
"Alleghany Asset Management Savings and Profit Sharing Trust."
1
<PAGE> 5
Parties
The Plan is sponsored and administered by the Company (the "Plan
Administrator"). Upon written approval by the Board of Directors of the Company,
the Company may allow other employers which are members of the Company's
controlled group to adopt the Plan and as a result become a party to this Trust
Agreement. All such employers, including the Company, participating under this
Agreement will be referred to as "Employer(s)" throughout the remainder of this
Agreement, although, except as explicitly provided herein, all actions, consents
or approvals required of the Employers under this Agreement shall be taken or
given solely by the Company.
ARTICLE II
Fiduciary Responsibility
The Plan Administrator, Trustee, any Investment Manager, as defined
in, and appointed pursuant to, paragraph III-4, and any other fiduciaries with
respect to the Plan or trust shall discharge their duties hereunder solely in
the interest of participants and beneficiaries, for the exclusive purpose of
providing their benefits and defraying the reasonable expenses of Plan and trust
administration, and with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims.
ARTICLE III
The Trust Fund and Its Administration
2
<PAGE> 6
III.1. The Trust Fund. The "Trust Fund" as at any date means all
property then held by the Trustee under this Agreement.
III.2. Certificate of Authority. The Plan is administered by the
Plan Administrator and the Benefits Committee provided for in the Plan
("Committee").
III.3. General Powers. The Trustee shall have exclusive authority
and discretion to manage and control the Trust Fund except to the extent that
authority to manage investments has been allocated to one or more Investment
Managers pursuant to paragraph III-4. The Trustee shall have the following
powers, rights and duties in addition to those provided elsewhere in this
Agreement, the Plan or by law:
(a) To acquire and become the policyholder under group annuity
contracts issued by a legal reserve life insurance company;
and to manage, sell, contract to sell, grant options to
purchase, convey, exchange, transfer, abandon, improve,
repair, insure, lease for any term (although commencing in the
future or extending beyond the term of this Trust) and
otherwise deal with all property, real or personal, in such
way, for such considerations, and on such terms and conditions
as the Trustee decides.
(b) To retain in cash such amounts as the Trustee considers
advisable and as are permitted by applicable law; to invest
and reinvest part or all of the balance of the Trust Fund in
stocks, bonds, notes, mortgages, mutual fund shares or other
property of any kind, real or personal, including (with the
approval of the company) units of collective investment trusts
and one or more group annuity, deposit administration or
separate account contracts issued by a legal reserve life
insurance company; and to diversify such investments so as to
3
<PAGE> 7
minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so.
(c) To deposit cash in any depositary without liability for
interest and, without limiting the generality of the
foregoing, to invest cash in savings accounts or time
certificates of deposit bearing a reasonable rate of interest.
(d) To make any payment or distribution from the Trust Fund as
directed by the Plan Administrator without inquiring as to
whether a payee or distributee is entitled thereto or as to
whether it is proper, and the Trustee shall not be liable for
a payment or distribution that is not proper under the terms
of the Plan or this Agreement; and to notify the Plan
Administrator if a payment or distribution is returned to the
Trustee, and the Trustee shall have no obligation to search
for or ascertain the whereabouts of a payee or distributee.
(e) To the extent permitted by law, to borrow from anyone, with
the Committee's approval, such sum or sums from time to time
as the Trustee considers desirable to carry out this trust,
and to mortgage or pledge all or part of the trust fund as
security.
(f) To retain any funds or property subject to any dispute without
liability for interest and to decline to make payment or
delivery thereof until final adjudication by a court of
competent jurisdiction or until an appropriate release is
obtained.
(g) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan or this trust,
except that, unless otherwise required by law, the Trustee
shall not be obliged or required to do so unless indemnified
to the Trustee's satisfaction.
4
<PAGE> 8
(h) To compromise, contest, arbitrate or abandon claims or
demands.
(i) To give proxies to vote stocks and other voting securities, to
join in or oppose (alone or jointly with others) voting
trusts, mergers, consolidations, foreclosures,
reorganizations, liquidations, or other changes in the
financial structure of any corporation, and to exercise or
sell stock subscription or conversion rights.
(j) To hold securities or other property in the name of a nominee,
in a depositary, or in any other way, with or without
disclosing the trust relationship; provided however, that
except as authorized by regulations issued by the Secretary of
Labor, the indicia of ownership of the assets of the Trust
Fund shall not be maintained outside the jurisdiction of the
district courts of the United States.
(k) To report to the Plan Administrator on each accounting date
under the Plan, or as soon thereafter as practicable, or at
such other times as the Plan Administrator may request, the
then net worth of the Trust Fund (that is, the fair market
value of all assets comprising the Trust Fund, less
liabilities, if any, other than liabilities to persons
entitled to benefits under the Plan) determined on the basis
of such evidence, data or information as the Trustee considers
pertinent and reliable and subject to the provisions of
paragraph III-7 below.
(l) To furnish to the Employers an annual account or an account
for such other period as the company may specify or as may be
required under this Agreement or the Plan, showing all
investments, receipts, disbursements, and other transactions
involving the trust during the accounting period, and also
showing the assets of the Trust Fund held at the end of the
period, which, to the extent permitted by law, shall be
conclusive on all persons, including the
5
<PAGE> 9
Employers, except as to any act or transaction as to which an
Employer files with the Trustee written exceptions or
objections within one hundred eighty days after receipt of the
account.
(m) To pay any estate, inheritance, income or other tax, charge or
assessment attributable to any benefit payable under the plan
out of such benefit after giving the employers notice as far
in advance as practicable; to defer making payment of any such
tax, charge or assessment if it is indemnified to its
satisfaction in the premises; and to require before making any
payment such release or other document from any lawful taxing
authority and such indemnity from the intended payee as the
Trustee considers necessary for its protection; and to
withhold and pay over any federal or state income taxes due
and payable on any payment or distribution under the plan,
when directed by the Committee.
(n) To maintain records and accounts reflecting all receipts and
disbursements under this Agreement and such other records and
accounts as the Committee or Plan Administrator may specify,
all of which shall be open to the inspection of the Committee
or Plan Administrator at all reasonable times, and may be
audited from time to time by anyone named by the Committee or
Plan Administrator.
(o) To employ agents, attorneys, accountants or other persons (who
also may be employed by the employers) and to delegate to them
such powers as the Trustee considers desirable (except that
the Trustee may not delegate its responsibilities as to the
management or control of the assets of the Trust Fund),
provided that such delegation, and the acceptance thereof, by
such agents, attorneys, accountants or other persons, shall be
in writing; and, to the extent permitted by law, the Trustee
shall
6
<PAGE> 10
be protected in acting or refraining from acting on the advice
of persons so employed without court action.
(p) To appoint a bank, trust company, or broker or dealer
registered under the Securities Exchange Act of 1934 to act as
custodian with respect to any portion of the Trust Fund; and a
custodian so appointed shall have custody of such assets as
are deposited with it and as custodian such rights, powers and
duties with respect thereto as shall be agreed upon from time
to time by the Trustee and such custodian.
(q) To furnish the Committee or Plan Administrator with such
information in the Trustee's possession as the Committee or
Plan Administrator may need for tax or other purposes.
(r) At the direction of the Committee or Plan Administrator, to
receive, hold and invest any funds or other property
transferred to the Trustee from:
(i) any other trust forming a part of a plan intended to
meet the requirements of Section 401(a) of the Code;
(ii) an employee of an employer if such funds or property
qualify as a rollover amount described in Section
402(c)(4) of the Code; or
(iii) an individual retirement account or individual
retirement annuity maintained by an employee of an
employer, if such funds or property qualify as a
rollover contribution described in Section 408(d)(3) of
the Code;
7
<PAGE> 11
and to allocate, credit and distribute any such funds
and other property so transferred in accordance with the
terms of the plan.
(s) To transfer all or any portion of the Trust Fund to another
trust or trusts forming a part of a plan or plans that are
intended to meet the requirements of Section 401(a) of the
Code, as directed by the Committee or Plan Administrator.
(t) To perform any and all other acts which in the Trustee's
judgment are appropriate for the proper management, investment
and distribution of the trust fund.
(u) Without limitation, subject to the approval of the Committee,
the Trustee may utilize for the investment of assets of the
Trust Fund, any mutual funds, common trust funds or collective
investment media maintained, advised or sponsored by the
Trustee or an affiliated company.
III.4. Investment Managers. The Committee may appoint one or more
Investment Managers (as hereinafter defined) to manage the investment of any
part of the assets of the Trust Fund. Except as otherwise provided by law, the
Trustee shall have no obligation for investment of any assets of the Trust Fund
which are subject to management by an Investment Manager. Appointment of an
investment manager shall be made by written notice to the Trustee, which notice
shall specify those powers, rights and duties of the Trustee under this
Agreement that are allocated to the Investment Manager and that portion of the
assets of the Trust Fund subject to investment management. The Trustee shall be
entitled to assume, and each appointment shall constitute a certification by the
Committee that the person so appointed (a) is (i) a registered investment
adviser under the Investment Advisers Act of 1940 ("Act"), (ii) is not
8
<PAGE> 12
registered as an investment adviser under such Act by reason of paragraph (1) of
section 203A(a) of such Act, is registered as an investment adviser under the
laws of the State (referred to in such paragraph (1)) in which it maintains its
principal office and place of business, and, at the time the person last filed
the registration form most recently filed by the person with such State in order
to maintain the person's registration under the laws of such State, also filed a
copy of such form with the Secretary of Labor, (iii) a bank, as defined in said
Act, or (iv) an insurance company qualified to manage, acquire and dispose of
the assets of the Plan under the laws of more than one State of the United
States and (b) has acknowledged to the Committee in writing that it accepts such
appointment and that it is a fiduciary with respect to the Plan and Trust (an
"Investment Manager"). An Investment Manager may resign at any time upon written
notice to the Trustee and the Committee, and the Committee may remove an
Investment Manager at any time by written notice to the Investment Manager and
the Trustee.
III.5. Compensation and Expenses. Except as otherwise provided below
in this Agreement, all reasonable costs, charges, and expenses incurred in the
administration of this trust and the Plan, including the compensation to the
Trustee (as agreed upon between the Company and the Trustee), the compensation
of an Investment Manager (as agreed upon between the Committee and the
Investment Manager), and any compensation to agents, attorneys, accountants and
other persons employed by the Trustee, will be paid from the Trust Fund to the
extent not paid by the Employers. Expenses incurred in connection with the sale,
investment and reinvestment of the Trust Fund (such as brokerage, postage,
express and insurance charges and transfer taxes) shall be paid from the Trust
Fund. Any costs, charges, expenses and compensation
9
<PAGE> 13
paid from the trust fund to the employers or Trustee or any party in interest
(as defined in Section 3(14) of ERISA) will be subject to the provisions of
Sections 408(b)(2), 408(b)(4), 408(b)(6), 408(b)(8) and 408(c) of ERISA and any
regulations or exemptions issued thereunder.
III.6. Common Fund. The Trustee shall not be required to make any
separate investment of the Trust Fund for the account of the Plan as applied to
multiple Employers and may administer and invest all contributions made under
the Plan as one Trust Fund. If, for any purpose, it becomes necessary to
determine as of any date the portion of the Trust Fund allocable to all or any
group of participants employed by any one of the Employers, the Company shall
specify such date as a special accounting date and, after all adjustments
required as of the date have been made, such portion of the Trust Fund shall be
an amount equal to the aggregate of the account balances of such participants.
Any such determination by the Committee or Plan Administrator shall be binding
upon all of the Employers, participants and all other persons. The Trustee will
have no duty or responsibility to question any determination or direction by the
Committee or Plan Administrator under this paragraph III.6.
III.7. Trust Accounting. For purposes of determining the value of
assets in the Trust, the Trustee shall value such assets in accordance with the
Trustee's procedures for determining fair market value as of any date for which
such valuation or accounting is required, including the procedures for valuation
of any interests in any collective investment trust described in Article VIII.
III.8. Limit of Trustee's Responsibility. No power, duty or
responsibility is imposed upon the Trustee under the Plan, except as set forth
in this Agreement. Until they de-
10
<PAGE> 14
termine or are advised to the contrary, the Trustee and any Investment Manager
may assume that this trust is qualified under Section 401(a), and is exempt from
tax under Section 501(a) of the Code.
ARTICLE IV
Investment Funds
IV.1. Investment Funds. If the Committee or Plan Administrator has
authorized the establishment of investment funds under the Plan, the Committee
or Plan Administrator shall direct the Trustee as to the type of investment
funds (e.g., equity fund, fixed income fund, balanced fund, guaranteed
investment contract fund) to be offered under the Plan and the Committee shall
establish written guidelines and objectives for each fund under the Plan. The
Trustee shall invest contributions and account balances among the investment
funds in the proportions specified by the Committee in accordance with the
provisions of the Plan, but shall have no duty to verify such directions and
shall not have any responsibility or liability for any loss to any participant
or beneficiary which results from following such directions.
IV.2. Trustee's Investment of Amounts Credited to Individually
Directed Investment Accounts. If the Employer has provided for participants to
individually direct the investment of contributions and/or account balances in
one or more investment funds ("investment accounts"), the Trustee shall, upon
written direction from the Committee or Plan Administrator made in accordance
with the provisions of the Plan, invest and reinvest amounts credited to such
participant's investment account as directed by the participant, subject to the
following:
11
<PAGE> 15
(a) Except as otherwise provided below, the Trustee shall make
investments in such investment funds only as the Committee or
Plan Administrator directs in writing and the Trustee shall be
under no obligation to inquire as to the propriety of such
direction or as to the amount to be invested in each such
investment account on behalf of such participant.
(b) The Trustee shall have the power to invest any portion of the
assets in a participant's investment account which is held in
cash or cash equivalents in short term, fixed income
investments pending receipt of instructions from the Committee
or Plan Administrator regarding the investment of a
participant's accounts. While an investment fund transfer is
pending, a participant will not share in any gains or losses
in the fund to which such amount is transferred until the
trade into such fund is settled by the Trustee.
(c) The Employers shall indemnify and hold the Trustee harmless
for any losses suffered as a result of investments and
reinvestments made by the Trustee in good faith reliance upon
any investment direction given by such participant under the
Plan. The Trustee shall not be indemnified or held harmless by
the Employers for any losses incurred by a participant as a
result of the Trustee's breach of fiduciary duty with respect
to the Trustee's management of any investment account or
collective investment trust. A participant shall not direct
the Trustee to enter into any prohibited transaction (as
defined in Section 4975 of the Code).
(d) The Trustee shall determine and report to the Plan
Administrator on each accounting date or as soon thereafter as
practicable the fair market value (as determined in the sole
discretion of the Trustee in accordance with paragraph III-7)
of the assets held
12
<PAGE> 16
for the benefit of each participant in an investment fund in
accordance with this paragraph. The Trustee shall have the
right to rely on any valuations and fair market valuations
prepared by third parties as to assets held by any such third
party.
(e) The Trustee shall provide to the Plan Administrator on each
accounting date or as soon thereafter as practicable a
statement showing the assets held for the benefit of each
participant in such investment funds and any expenses
attributable to the acquisition and maintenance of such assets
and expenses attributable to any assets disposed of since the
last preceding accounting date.
(f) On the written direction of a participant given to the Trustee
by the Plan Administrator in accordance with the plan, the
Trustee shall liquidate for their fair market value (as
determined by the Trustee) all of the assets held for the
benefit of the participant in an investment fund(s) and report
the amount realized on such liquidation.
(g) Notwithstanding paragraph III-5, all expenses incurred in
connection with the sale, investment and reinvestment of
assets in a participant's investment fund (such as brokerage,
postage, express and insurance charges and transfer taxes)
shall be charged to the appropriate investment fund.
(h) If required by law, the Trustee reserves the right to
disapprove any investment direction filed with the Trustee.
(i) Except to the extent otherwise required by law, the Trustee
shall not be liable or responsible for any loss resulting to
an investment fund by reason of any investment or reinvestment
made by the Trustee at the direction of the participant
through the Committee or Plan Administrator, and the Trustee
is relieved of any duty to review from time to time
13
<PAGE> 17
such amounts or property held in any investment fund.
IV.3. Alleghany Stock Fund. The Trustee shall establish and maintain
one of the investment funds authorized under Section IV-1 above as an investment
fund to be invested in Alleghany Corporation common stock ("Alleghany Stock
Fund") and such cash as the Trustee shall deem appropriate for liquidity or
other prudent purposes. The Alleghany Stock Fund shall be maintained utilizing
the unit accounting method with ownership of shares in the Trustee. Participants
will have no right of distribution in kind of their interests in the Alleghany
Stock Fund. All shares of the Alleghany Stock Fund will be voted by the Trustee
with the use of such independent fiduciaries as the Trustee may, from time to
time, deem appropriate.
IV.4. Electronic Links. The Trustee may establish electronic means
for use by participants to, among other things, conduct balance inquiries,
obtain prices or values of interests in any investment funds, change investment
elections, transfer existing fund balances to other funds and change their
personal identification number, including through an interactive voice response
unit and by an eltronic link through the internet ("Electronic Links").. If the
Trustee shall make Electronic Links available, then the Trustee shall be
authorized, and shall implement, all transfers or transactions pursuant to the
Electronic Links, notwithstanding any provision of this Agreement or applicable
law requiring such transfers or transactions to be communicated to the Trustee
in writing.
ARTICLE V
14
<PAGE> 18
General Provisions
V.1. Action by Employers. Any action required or permitted by an
Employer under the trust shall be by resolution of its Board of Directors, by
resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution of its Board of Directors or such
committee. The Trustee shall have the right to request that any action by the
Employer, the Committee or Plan Administrator shall be evidenced in writing. The
Trustee shall be conclusively entitled to rely upon such writing as evidence of
the identity and authority of the persons disclosed thereby, shall be fully
protected in acting in accordance with any direction embodied in such writings
and, until notified in writing of any change thereof, shall be entitled to rely
upon the continuing authority of any person.
V.2. Warranty. The Company warrants that all directions or
authorizations by the Committee or Plan Administrator, whether for the payment
of money or otherwise, will comply with the Plan and this trust.
V.3. Disagreement as to Acts. If there is a disagreement between the
Trustee and anyone as to any act or transaction reported in any accounting, the
Trustee shall have the right to a settlement of its account by any proper court.
V.4. Courts. Except as otherwise provided by law, in case of any
court proceedings involving an employer, the Trustee or the trust fund, only the
Employer concerned, the Committee and/or Plan Administrator and the Trustee
shall be necessary parties to the
15
<PAGE> 19
proceedings, and no other person shall be entitled to notice of process. A final
judgment entered in any such proceedings shall be conclusive.
V.5. Evidence and Reliance. Evidence required of anyone under this
Agreement may be by certificate, affidavit, document or other information which
the person acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties. The Trustee shall have no duty to
inquire whether directions by the Employers, the Committee, the Plan
Administrator or any other person conform to the Plan, and the Trustee shall be
fully protected in relying on any such direction however communicated in
accordance with procedures acceptable to the Trustee from any person who the
Trustee reasonably believes is a proper person to give the direction, regardless
of whether the Trustee had the right to request such direction in writing. The
Trustee shall have no liability to any participant, any beneficiary or any other
person for payments made, any failure to make payments, or any discontinuance of
payments, on direction of the Plan Administrator or the Committee or for any
failure to make payments in the absence of directions from the Plan
Administrator or the Committee or any person responsible for, or purporting to
be responsible for, directing the investment of trust assets. The Trustee shall
have no obligation to request proper directions from any persons. The Trustee
may request instructions from the Plan Administrator or the Committee and shall
have no responsibility to determine whether the Trust Fund is sufficient to meet
the liabilities under the Plan, and shall not be liable for payments or Plan
liabilities in excess of the Trust Fund.
V.6. Third Parties. Except as otherwise provided by law, the
Trustee's exercise or nonexercise of its powers and discretions in good faith
shall be conclusive on all persons. No
16
<PAGE> 20
one shall be obliged to see to the application of any money paid or property
delivered to the Trustee, except to the extent such person is acting as an
investment manager as respects such money or property. The certificate of the
Trustee that it is acting according to this agreement will fully protect all
persons dealing with the Trustee. An insurance company may assume that this
agreement and the plan have not been amended or changed unless notice of such
amendment or change is received by the insurance company at its home office.
V.7. No Reversion in Employers. The Employers shall have no right,
title or interest in the Trust Fund, nor shall any part of the Trust Fund revert
or be repaid to an Employer, directly or indirectly, unless:
(a) the Internal Revenue Service initially determines that the
Plan, as applied to such Employer, does not meet the
requirements of Section 401(a) of the Code, in which event the
contributions made to the Plan by such Employer shall be
returned to it;
(b) a contribution is made by such Employer by mistake of fact and
such contribution is returned to the Employer within one year
after payment to the Trustee; or
(c) a contribution conditioned on the deductibility thereof is
disallowed as an expense for federal income tax purposes and
such contribution (to the extent disallowed) is returned to
the Employer within one year after the disallowance of the
deduction.
The amount of any contribution that may be returned to an Employer pursuant to
subparagraph (b) or (c) above must be reduced by any portion thereof previously
distributed from the Trust Fund and by any losses of the Trust Fund allocable
thereto, and in no event may the return of
17
<PAGE> 21
such contributions cause any participant's account balances to be less than the
amount of such balances had the contribution not been made under the Plan.
V.8. Interests Not Transferable. The interests of persons entitled
to benefits under the Plan are not subject to their debts or other obligations
and, except as may be required by the tax withholding provisions of the Code or
any state's income tax or pursuant to a qualified domestic relations order as
defined in Section 414(p) of the Code, may not be voluntarily or involuntarily
sold, transferred, alienated, assigned or encumbered.
V.9. Indemnification. To the extent permitted by law, the Trustee
shall not be personally liable for any act done or omitted to be done in good
faith in the administration of the Plan or this trust. In addition, the Trustee
shall be indemnified and saved harmless by the Employers (to the extent not
indemnified or saved harmless under any liability insurance or other
indemnification arrangement with respect to the Plan or this Trust) with respect
to any liability or claim of liability to which the Trustee shall be subjected
by reason of (a) any act done or omitted to be done in good faith in connection
with the administration of the Plan or this trust or (b) as direct or indirect
result of anything done in good faith, or alleged to have been done, by or on
behalf of the Trustee in reliance upon the directions of any person responsible
for the investment of the Trust Fund or anything omitted to be done in good
faith, or alleged to have been omitted, in the absence of such directions. If
the Trustee is not exercising responsibility for the investment of the assets of
the Trust Fund, then it is understood and agreed that the Trustee's performance
of certain ministerial duties (such as custodial, reporting, recording and
bookkeeping functions) with respect to the Trust Fund do not constitute
"knowledge" by the
18
<PAGE> 22
Trustee. In the event that "knowledge" of the Trustee shall be a prerequisite to
imposing a duty upon, determining liability of the Trustee, or determining the
Trustee's right to indemnification, then the receipt and processing of
investment orders or other documents relating to the Trust Fund by an officer or
other employee of the Trustee engaged in the performance of purely ministerial
functions shall not constitute "knowledge" of the Trustee.
If the Trustee hereunder at any time succeeds to responsibilities
hereunder for the investment management of any asset held in the Trust Fund, the
Employers hereby agree to hold the Trustee harmless from and against all taxes,
expenses (including counsel fees), liabilities, claims, damages, actions, suits
or other charges incurred by or assessed against it, as a direct or indirect
result of any act or omission of a predecessor (other than the Trustee
hereunder, whether or not in its capacity as a trustee) or any other person
charged with the responsibility for the investment management of any asset held
in the Trust Fund.
The Employers further agree that the agreements made in this
paragraph V.9 shall be binding on its successors or assigns and shall survive
termination, amendment or restatement of this Agreement, or the resignation or
removal of the Trustee, and that this paragraph shall be construed as a contract
between the Employers and the Trustee according to the laws of the State of
Illinois in effect from time to time.
V.10. Litigation by Participants. If a legal action begun against
the Trustee, an Employer or the Company by or on behalf of any person results
adversely to that person, or if a legal action arises because of conflicting
claims to a participant's or other person's benefits, the cost to the Trustee,
the Employer or the Company of defending the action will be charged to the
19
<PAGE> 23
extent permitted by law to the sums, if any, which were involved in the action
or were payable to the person concerned.
V.11. Liabilities Mutually Exclusive. To the extent permitted by
law, the Trustee, the Committee, the Plan Administrator, an Investment Manager
and each Employer shall be responsible only for its own acts or omissions and
the Trustee shall not be required to collect any contribution from an Employer
or any other person or to verify that it is in the proper amount. No insurance
company shall be a party to this agreement for any purpose or be responsible for
the validity of this agreement, it being intended that an insurance company
shall be liable only for the obligations set forth in the contracts issued by
it.
V.12. Waiver of Notice. Any notice required under this agreement may
be waived by the person entitled to such notice.
V.13. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which will be an original without reference to the
others.
V.14. Controlling Law. Except to the extent superseded by laws of
the United States, the laws of Illinois shall be controlling in all matters
relating to this Agreement.
V.15. Gender and Number. Where the context admits, words in the
masculine gender shall include the feminine and neuter genders, the singular
shall include the plural, and the plural shall include the singular.
V.16. Successors. This Agreement shall be binding on all persons
entitled to benefits under the Plan and their respective heirs and legal
representatives, on the employers and their successors and assigns and on the
Trustee and its successors. The term "employer" as used
20
<PAGE> 24
in the Plan and this agreement includes any entity that continues the Plan and
this Trust in effect, as provided in the plan; any, if employer concerned is the
Company, the term "Company" also shall include such entity.
V.17. Severability. If any provision of the Plan or this Agreement
is held to be illegal or invalid, such illegality or invalidity shall not affect
the remaining provisions of the Plan and this Agreement, and they shall be
construed and enforced as if such illegal or invalid provision had never been
inserted therein.
V.18. Statutory References. Any references in the plan or this
agreement to a Section of the Internal Revenue Code of 1986 as amended (the
"Code") or the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), shall include any comparable section or sections of any future
legislation which amends, supplements or supersedes said Section.
ARTICLE VI
Changes in Trustee
VI.1. Resignation or Removal of Trustee. The Trustee may resign at
any time by giving thirty (30) days' advance written notice to the Employers,
the Plan Administrator and the Committee. The Company may remove the Trustee at
any time upon written notice to the Trustee and the Committee.
VI.2. Appointment of Successor Trustee. The Company shall fill any
vacancy in the office of the Trustee as soon as practicable and shall give
prompt written notice thereof to the person or corporation appointed to fill the
vacancy, the other Employers and the Committee.
21
<PAGE> 25
VI.3. Duties of Resigning or Removed Trustee and of Successor
Trustee. A Trustee that resigns or is removed shall furnish promptly to the
Employers, the Committee, the Plan Administrator and the successor Trustee an
account of its administration of the trust from the date of its last account.
Each successor Trustee shall succeed to the title to the Trust Fund vested in
its predecessor without the signing or filing of any instrument, but each
predecessor Trustee shall execute all documents and do all acts necessary to
vest such title of record in the successor Trustee. Each successor Trustee shall
have all the powers conferred by this Agreement as if originally named Trustee.
No successor Trustee shall be personally liable for any act or failure to act of
a predecessor Trustee. With the approval of the Company, a successor Trustee may
accept the account furnished and the property delivered by a predecessor Trustee
without incurring any liability for so doing, and, to the extent permitted by
law, the acceptance will be a complete discharge to the predecessor Trustee.
ARTICLE VII
Amendment and Termination
VII.1. Amendment. This Trust Agreement may be amended from time to
time by the Company, except as follows:
(a) The duties and liabilities of the Trustee cannot be changed
without its consent.
(b) Except as provided in paragraph V-7, under no condition shall
an amendment result in the return or repayment to an Employer
of any part of the Trust Fund or the income from it or result
in the distribution of the Trust Fund for the benefit of
22
<PAGE> 26
anyone other than persons entitled to benefits under the Plan.
VII.2. Termination. If the Plan is terminated, this trust, including
all rights, titles, powers, duties, discretions and immunities imposed on or
reserved to the Trustee and the employers nevertheless shall continue in effect
until all assets have been distributed by the Trustee as directed by the
Committee under the Plan.
ARTICLE VIII
Incorporation of Collective Investment Trusts
VIII.1. The Declaration of Trust, executed by Chicago Title and
Trust Company on January 17, 1968, establishing "Chicago Title and Trust Company
Investment Trust for the Employee Benefit Plans," as it may be amended from time
to time, is hereby adopted as a part of this agreement. Notwithstanding any
other provision of this agreement, the Trustee may cause any part or all of the
assets held hereunder to be commingled with the assets of other trusts by
investment as part of any fund established under said Declaration of Trust, and
the assets so invested shall be subject to all of the provisions of said
Declaration of Trust as it may be amended from time to time.
VIII.2. The Declaration of Trust executed by Chicago Title and Trust
Company on July 22, 1981, establishing "Chicago Title and Trust Company Short
Term Investment Fund for Employee Benefits Plans," as it may be amended from
time to time, is hereby adopted as a part of this agreement. Notwithstanding any
other provisions of this agreement, the Trustee may cause any part or all of the
assets held hereunder to be commingled with the assets of other trusts
23
<PAGE> 27
by investment as part of any fund established under said Declaration of Trust,
and the assets so invested shall be subject to all of the provisions of said
Declaration of Trust as it may be amended from time to time.
VIII.3. The Declaration of Trust executed by Chicago Title and Trust
Company on April 24, 1985, establishing "Chicago Title and Trust Company Stated
Principal Value Investment Trust for Employee Benefit Plans," as it may be
amended from time to time, is hereby adopted as a part of this agreement.
Notwithstanding any other provisions of this agreement, the Trustee may cause
any part or all of the assets held hereunder to be commingled with the assets of
other trusts by investment as part of any fund established under said
Declaration of Trust, and the assets so invested shall be subject to all of the
provisions of said Declaration of Trust as it may be amended from time to time.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed and their respective corporate seals affixed and attested by their
respective officers, the day and year first above written; the Trustee hereby
evidencing its acceptance of the trust, and its agreement to perform the duties
given or required of it by the trust.
ALLEGHANY ASSET MANAGEMENT, INC.
By: /s/ Stuart D. Bilton
---------------------------------
Its: President
-----------------------------
(Corporate Seal)
ATTEST:
- -------------------------------
Its
---------------------------
24
<PAGE> 28
THE CHICAGO TRUST COMPANY,
as Trustee
By: /s/ B.W. Pattishall, Jr.
---------------------------------
Its: Executive Vice President
-----------------------------
(Corporate Seal)
ATTEST:
- -------------------------------
Its
---------------------------
25
<PAGE> 1
Exhibit 5
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York 10019-6092
TEL 212 259-8000 FAX 212 259-6333
June 18, 1998
Alleghany Corporation
375 Park Avenue
New York, New York 10152
Re: Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on June 18, 1998
Gentlemen:
We are acting as counsel for Alleghany Corporation, a Delaware
corporation ("Alleghany"), in connection with the registration by Alleghany
under the Securities Act of 1933, as amended (the "Act"), of 5,000 shares of
common stock, par value $1.00 per share (the "Shares"), to be offered pursuant
to the Alleghany Asset Management Savings and Profit Sharing Plan (the "AAM
Savings Plan") under the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement"). The
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the AAM Savings Plan.
We are familiar with the proceedings of Alleghany relating to the
authorization and issuance of the Shares. In addition, we have made such further
examinations of law and fact as we have deemed appropriate in connection with
the opinion hereinafter set forth. We express no opinion as to the law of any
jurisdiction other than the laws of the State of New York and the corporate laws
of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares to
be offered pursuant to the AAM Savings Plan have been duly authorized and, when
issued in accordance with the resolutions of the Board of Directors of Alleghany
authorizing such issuance, will be validly issued, fully paid and nonassessable.
<PAGE> 2
Alleghany Corporation
June 18, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alleghany Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Alleghany Corporation of our reports dated February 20, 1998 which
are incorporated by reference or included in the 1997 Annual Report on Form
10-K of Alleghany Corporation, and to the reference to our firm as experts in
the registration statement.
/s/ KPMG Peat Marwick LLP
New York, New York
June 18, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ Dan R. Carmichael
---------------------------
Dan R. Carmichael
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ Thomas S. Johnson
---------------------------
Thomas S. Johnson
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ Allan P. Kirby, Jr.
---------------------------
Allan P. Kirby, Jr.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ F.M. Kirby
---------------------------
F.M. Kirby
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 11th day of June, 1998.
/s/ William K. Lavin
---------------------------
William K. Lavin
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ Roger Noall
---------------------------
Roger Noall
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ James F. Will
---------------------------
James F. Will
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does
hereby constitute and appoint JOHN J. BURNS, JR. and ROBERT M. HART, and each of
them, with full powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable to enable Alleghany Corporation, a Delaware corporation, to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of (i) the number of shares of
Common Stock, par value $1.00 per share, of Alleghany Corporation (the "Plan
Shares") that may be offered from time to time to employees of Alleghany Asset
Management, Inc. or its subsidiaries eligible to participate ("Participants") in
the savings and profit sharing plan for the Participants (the "Plan") in
accordance with the terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants pursuant to the Plan,
including specifically, but without limitation thereof, power and authority to
sign the undersigned's name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and Exchange Commission
and any amendment, supplement or update thereto in respect of such Plan Shares
and Plan Interests and to any documents filed as part of or in connection with
said Registration Statement or amendments, supplements or updates; and the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents on the 16th day of June, 1998.
/s/ Paul F. Woodberry
---------------------------
Paul F. Woodberry
