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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)*

(Mark One)

x        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER  31, 2011

OR

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-10545

TRANSATLANTIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(212) 365-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, as of June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $3,051,497,917.

As of January 31, 2012, there were outstanding 57,526,806 shares of Common Stock, $1.00 par value, of the registrant.

* On March 6, 2012, the registrant was merged with and into Shoreline Merger Sub, Inc., a wholly-owned subsidiary of Alleghany Corporation, and all of its outstanding shares were cancelled and converted into the right to receive merger consideration pursuant to the Agreement and Plan of Merger, dated as of November 20, 2011, by and among the registrant, Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC), and Alleghany Corporation. Information provided in this cover page is as of February 27, 2012 (except as expressly set forth herein), prior to the merger.

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EXPLANATORY NOTE

Transatlantic Holdings, Inc. (the “Company”, and collectively with its subsidiaries, “TRH”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Original Form 10-K Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2012, solely to set forth information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. This Amendment amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15 of Part IV of the Original Form 10-K Filing has been amended and restated solely to include as exhibits new certifications by our principal executive officer and principal financial officer.

Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K Filing and the Company’s other filings with the SEC.

Pursuant to the Agreement and Plan of Merger, dated as of November 20, 2011, by and among the Company, Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC), and Alleghany Corporation (the “Merger Agreement”), on March 6, 2012, the Company merged with and into Shoreline Merger Sub, Inc. (the “Merger”) and became a wholly-owned subsidiary of Alleghany Corporation (“Alleghany”).  As a result of the Merger, TRH Common Stock was delisted from the New York Stock Exchange and subsequently deregistered under the Exchange Act.

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TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES

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PART III

Item 10.

TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS

Information concerning our executive officers appears under Part I, Item 1 of the Original Form 10-K Filing under the caption “Executive Officers of the Registrant.”

DIRECTORS

The table below sets forth the name, position, age and term of office as director for each director who served on the Company’s Board of Directors (the “Board”) as of February 27, 2012. Upon consummation of the Merger on March 6, 2012, each of the Company’s directors resigned and Alleghany, as the Company’s sole stockholder, appointed directors to the Board. Each of the directors listed below, other than Mr. Sapnar, was elected by the Company’s stockholders at the annual meeting of stockholders held on May 26, 2011.  On May 26, 2011, at a meeting of the Board following the annual meeting of stockholders, the Board elected Mr. Sapnar to the Board to fill a vacancy created by Mr. Thomas R. Tizzio’s retirement.

(1)                                  Mr. Orlich retired on December 31, 2011 from the position of Chief Executive Officer of the Company.

(2)                                  Mr. Sapnar was named Chief Executive Officer of the Company, TRC and Fair American by election of the Board of Directors effective as of January 1, 2012. From September 2011 to December 2011, Mr. Sapnar was President of the Company, TRC and Fair American. From May 2011 to September 2011, Mr. Sapnar was Executive Vice President and Chief Operating Officer of the Company, TRC and Fair American. From May 2006 to May 2011, Mr. Sapnar was Executive Vice President and Chief Underwriting Officer, Domestic Operations of the Company, TRC and Fair American. Since May 2011 to the present, Mr. Sapnar has served as a Director of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of TRH Common Stock. Directors, executive officers and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, all Section 16(a) filing requirements applicable to its directors, executive officers and ten percent stockholders have been complied with.

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CODE OF EHTICS

The Company has adopted a code of ethics that applies to its principal executive officer and principal financial and accounting officer that establishes minimum standards of professional responsibility and ethical conduct. This code of ethics is available on the Company’s website at http://www.transre.com.

AUDIT COMMITTEE

As of February 27, 2012, the Company had a standing Audit Committee of the Board. The Audit Committee, which held twelve meetings during 2011, assisted the Board’s oversight of TRH’s financial statements and TRH’s compliance with legal and regulatory requirements, the qualifications and performance of TRH’s independent registered public accounting firm and the performance of TRH’s internal audit function. The Audit Committee was directly responsible for the appointment, compensation, retention and oversight of the work of TRH’s independent registered public accounting firm. Messrs.  Foos, Jeffery and Press served as members of the Audit Committee from January 1, 2011 through March 23, 2011. From March 24, 2011 through May 26, 2011, Messrs. Foos, McCarthy and Press served as members of the Audit Committee. From May 26, 2011 through December 31, 2011, Messrs. Bradley, Foos and Press served as members of the Audit Committee. During 2011, Mr. Foos served as the Chairman of the Audit Committee. The Board determined that each member of the Audit Committee is “financially literate” and independent within the meaning of the NYSE listing standards. Additionally, the Board determined that Mr. Foos is an audit committee financial expert, as defined by SEC rules and was designated as the Audit Committee financial expert. Also, on the recommendation of the Nominating and Corporate Governance Committee, the Board determined that Mr. Foos has accounting or related financial management expertise and is an independent director, as defined by the NYSE listing standards.

Item 11.

TRANSATLANTIC HOLDINGS, INC. AND SUBSIDIARIES

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides important information on TRH’s executive compensation program prior to the Merger and the amounts shown in the executive compensation tables that follow.

Objectives and Design of the Compensation Framework

TRH’s performance-driven compensation framework is designed to attract, motivate and retain key executives. The Committee’s philosophy for achieving these goals was to:

·                  Emphasize “at risk” elements of compensation through the use of awards that will have value only if TRH produces a threshold level of financial performance and stockholder returns during current and subsequent performance periods.

·                  Foster an owner/management culture through a partnership compensation approach that recognizes career milestones and promotes senior management accountability for a variety of company-wide strategic goals.

·                  Align the long-term economic interests of key executives with those of stockholders by providing a substantial component of each key executive’s compensation in the form of long-term equity incentives.

·                  Centralize administration and control over individual compensation components.

The nature of TRH’s business requires its compensation programs to take a balanced approach in rewarding short-term and long-term performance and to different types of long-term performance due to the volatility inherent in TRH’s reinsurance business. TRH’s compensation framework for the executives named in the Summary Compensation Table (the “named executives”) used performance-based components and time-vested equity awards to emphasize the mix of performance measures that TRH has believed needed to be addressed to deliver stockholder value: (i) annual performance-based cash bonuses, (ii) time-vested equity awards, (iii) performance-based restricted stock units (“Performance RSUs”) under the TRH Partners Plan and (iv) performance-based cash awards (“Performance Cash”) under the 2009 Long Term Incentive Plan.  The primary elements of performance rewarded by these components were:

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·                  Adjusted combined ratio, adjusted return on equity and net written premium volume were yearly financial metrics considered in awarding the annual cash bonuses to senior executives, including the named executives. The annual cash bonuses were also affected by company performance against non-financial strategic and operational goals.

·                  Growth in adjusted book value per share was the performance measure used to determine the number of Performance RSUs and amount of Performance Cash earned under the Partners Plan measured over three-year periods.

·                  The market price of TRH Common Stock determined the value of time-vested RSU awards and affected the value of Performance RSUs earned under the Partners Plans.

In 2011, the three different long-term incentive compensation programs (time-vested equity awards, Partners Plan Performance RSUs and performance based long-term cash awards) used to encourage long-term growth utilized different weightings of adjusted book value and share price performance. The value of time-vested RSU awards was entirely dependent on the market price of TRH Common Stock. The value ultimately realized from an award under the Partners Plan depended on both TRH’s financial performance (which determined the number of Performance RSUs and amount of Performance Cash earned) and the market price of TRH Common Stock (which determined the value of each Performance RSU earned under the plans).

TRH’s compensation framework was consistent with our compensation objectives. First, it was designed so that TRH’s Partners Plan participants were incentivized to achieve a targeted level of compound annual growth in the book value per share of TRH common stock to earn a portion of their long-term awards. Second, multiple performance goals provided a balance of financial and market incentives covering annual, mid-term and long-term measurement periods.

Stockholder-approved 2009 Long Term Equity Incentive Plan maximized deductibility of long-term executive compensation. Section 162(m) of the Internal Revenue Code permits companies to deduct amounts in excess of $1 million paid in any year to the CEO and three other most highly compensated officers (other than the chief financial officer who is not subject to these rules) provided certain requirements are met. The 2009 Long Term Equity Incentive Plan adopted in 2009 was designed to allow TRH to maximize the deductibility of long-term, performance-based, compensation awards under the plan as well as under the Partners Plan.

Executive Bonus Plan rewarded executives based on key performance measures. Under the TRH Executive Bonus Plan (“EBP”), each participating executive’s target for an annual cash bonus was established by the Committee based on an analysis of our market competitors and each executive’s experience, responsibilities and goals. This targeted value was expressed as a specified percentage of the executive’s salary. The level of the annual cash bonus payout was then determined based on a combination of performance against pre-determined performance goals, including TRH’s adjusted combined ratio, adjusted return on equity and net premiums written for the year. Cash bonuses paid under the EBP qualified as performance-based compensation under Section 162(m) of the Internal Revenue Code and thus were not limited as to deductibility under the Code.

2011 Compensation Components

TRH divided compensation components into two general categories: direct compensation and indirect compensation. For the named executives, these components were:

Direct Compensation Elements

The Committee made compensation decisions for 2011 during the first and fourth quarters of 2011. During the first quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the

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named executives for year-end 2010 as well as setting the performance metrics and bonus targets of compensation plans for 2011. During the fourth quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2011.

Base salary. TRH’s senior executives, including the named executives, received a competitive portion of their overall compensation as base salary. The Committee paid base salary at a reasonable range above the market median (described in more detail below), based on demonstrated performance, responsibilities, and individual experience.

Cash bonus. Annual cash bonuses rewarded participants for individual, business unit and overall TRH performance during the year. The bonus paid to each participant was based on TRH’s overall performance for the year, individual performance and an assessment of the business unit’s performance taking into account the individual’s bonus level as established by the Committee.

Time-vested grants of RSUs. TRH provided a portion of long-term equity-based compensation through time-vested equity grants to key employees. For 2011, the Committee granted time-vested RSUs under TRH’s 2009 Long Term Equity Incentive Plan rather than stock options to the named executive officers. The Committee agreed that the continued use of RSUs was appropriate for senior executives because competitive market conditions indicated a move towards the use of RSUs and away from stock options, and because RSUs align executives’ interests with those of stockholders. RSUs, similar to options, increased in value if the market price of the stock appreciated and declined in value if the market price of the stock depreciated, providing an additional performance component that was aligned with TRH stock performance.

The Committee met during the fourth quarter of 2011 and made its year-end determinations with regard to time-vested equity based awards for TRH’s executives and officers, including the named executive officers. The authority to grant equity-based awards was not delegated outside of the Committee.

Performance RSUs granted under the Partners Plan. The Committee determined that the Performance RSUs granted under the Partners Plan has served TRH well in emphasizing and incentivizing senior executives, including the named executives, to seek long-term growth as a goal. The Committee believed that a performance based long-term incentive plan that focuses on the growth in adjusted book value over a performance period of several years properly aligns management and stockholders’ interests. The Committee took into account several recommendations from Frederic W. Cook & Co., Inc. (“FW Cook”), the Committee’s compensation consultant, in modifying the performance based long-term incentive program into a simpler and more straightforward compensation program. In 2011, based on FW Cook’s recommendation, the Committee decided to discontinue new grants under the Senior Partners Plan for 2011 and beyond, and changed the performance period for the Partners Plan from two years to three years. In addition, the Committee altered the vesting period for the Partners Plan from vesting of 50% after the third year and 50% after the fourth year to vesting 100% after the third year. Finally, the Committee adjusted the target for adjusted growth in book value from 14.49% over a two-year performance period to 29.5% over a three-year performance period. All of the named executive officers participate in the Partners Plan.

Consistent with the Committee’s compensation framework to align the long-term economic interests of senior executives, including the named executives, with those of stockholders, the Committee granted Performance RSUs to participants in the Partners Plan. Under the Partners Plan, the number of Performance RSUs earned by a participant will depend on the cumulative growth in adjusted book value, as defined under the plan, per share of TRH Common Stock over a three-year performance period and will range from 0 to 150 percent of each participant’s “target” award. The Committee has determined that the use of the growth in adjusted book value per share metric aligns executive and stockholder interests. Grants of Performance RSUs under the Partners Plan do not guarantee that compensation will be earned. Performance RSUs will be forfeited and no shares earned if the growth in TRH’s adjusted book value falls below a minimum “threshold” level over a two-year performance period. 25 percent of Performance RSUs granted will be earned if performance is at the “threshold” level, 100 percent will be earned if performance is at the “target” level of performance and 150 percent will be earned if performance is at or above the “maximum” level, with amounts determined on a straight-line basis between “threshold,” “target” and “maximum” levels.

In establishing performance goals for earning Performance RSUs for the 2011-2013 performance period (2011 Performance RSUs), TRH management recommended that “target” levels be long-term in nature and set at high levels, with the expectation that once established, such “target” levels would change infrequently rather than on a regular basis. With this expectation in mind, and considering the volatility inherent in TRH’s business associated with catastrophe exposures, the Committee established a target performance measure of 29.5 percent growth in TRH’s adjusted book value per share over the

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2011-2013 performance period. For a discussion of the Committee’s assessment of management’s performance in 2011 and the Performance RSUs earned for the 2010-2011 performance period, see “Compensation Decisions for 2011” below.

Vesting of previously granted Performance RSUs. 2008, 2009 and 2010 Performance RSUs earned under the Partners Plan at the end of each two-year performance period converted to time-vested RSUs and were scheduled to vest in two equal installments promptly after the third and fourth anniversaries of the first day of the performance period. Any unvested Performance RSUs generally would be forfeited if the participant ceased employment with TRH. 2011 Performance RSUs earned at the end of the three-year performance period would fully vest after the third anniversary of the first day of the performance period.

Performance RSUs previously granted under the Senior Partners Plan. Under the Senior Partners Plan, the number of Senior Performance RSUs earned by participants depended on the cumulative growth in adjusted book value, as defined under the plan, per share of TRH Common Stock over a three-year performance period and ranged from 0 to 200 percent of each participant’s “target” award. Grants of Senior Performance RSUs under the Senior Partners Plan did not guarantee that compensation would be earned. Senior Performance RSUs would be forfeited and no shares earned if the growth in TRH’s adjusted book value fell below a minimum “threshold” level over a three-year performance period. 25 percent of Senior Performance RSUs granted would earned if performance is at the “threshold” level, 100 percent would be earned if performance is at the “target” level of performance and 200 percent would be earned if performance is at or above the “maximum” level, with amounts determined on a straight-line basis between “threshold,” “target” and “maximum” levels. For a discussion of the Committee’s assessment of management’s performance in 2011 and the Senior Performance RSUs earned for the 2009-2011 performance period, see “Compensation Decisions for 2011” below. No awards were granted under the Senior Partners Plan in 2011.

Vesting of previously granted Senior Performance RSUs. 2008, 2009 and 2010 Senior Performance RSUs earned under the Senior Partners Plan at the end of each three-year performance period converted to time-vested RSUs and were scheduled to vest in two equal installments promptly after the third and fourth anniversaries of the first day of the performance period. Any unvested Senior Performance RSUs generally would be forfeited if the participant ceased employment with TRH.

Performance based long-term cash awards. The Committee, taking into account the recommendation of FW Cook, determined to establish a performance based long-term cash award for senior executives, including the named executive officers. The performance based long-term cash awards operate similarly to the Partners Plan with the exception that awards are grants of cash awards, instead of RSUs, and are to settle in cash, instead of vest as stock. The metric for the performance based long-term cash awards is the same as the growth in adjusted book value metric used for the Partners Plan performance RSUs with a payout of 25% of target if the threshold is achieved, 100% of target if the target is achieved and 150% of target if the maximum level of performance is achieved.

Indirect Compensation Elements

Retirement benefits. TRH provided its eligible employees, including its named executives, with a number of retirement plans, including traditional pension plans (defined benefit plans) and individual account plans (defined contribution plans), such as a 401(k) plan.

Defined benefit plans. In 2009, TRH’s domestic employees continued to participate in AIG’s defined benefit plans which included a tax-qualified pension plan and an Excess Retirement Income Plan (“ERIP”). Each of these plans provided for a yearly benefit based on years of service and the executive’s salary over a three-year period. The ERIP was designed to pay the portion of the benefit under the tax-qualified plan that was not payable under that plan due to restrictions imposed by the Internal Revenue Code. Effective January 1, 2010, TRH ceased participation in the tax-qualified AIG defined benefit plan and established its own tax-qualified defined benefit plan in order to accept a transfer of assets and liabilities from the AIG plan with respect to benefits accrued by TRH employees through December 31, 2009. TRH also ceased participation in the ERIP effective as of December 31, 2009 and established its own excess plan related to the new tax-qualified TRH defined benefit plan effective January 1, 2010. Neither of these new TRH plans provided benefit accruals for periods after December 31, 2009. Effective January 1, 2010, TRH established new defined contribution plans to provide benefits for periods after December 31, 2009.

Defined contribution plans. On January 1, 2009, TRH established the TRH defined contribution plan (401(k) plan). All regular domestic employees of TRH are eligible to participate in the TRH plan. TRH matches participant contributions to the 401(k) plan based on an employee’s completed years of service up to applicable limits imposed by the Internal Revenue Code. Effective January 1, 2010, TRH established a new tax-qualified defined contribution plan and related nonqualified

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excess plan that provide contributions for periods after December 31, 2009 that are intended to be of comparable economic value to the annual accruals previously provided to TRH participants under the tax-qualified AIG defined benefit plan and the ERIP.

These plans and their benefits are described in greater detail in “Post Employment Compensation—Pension Benefits.” TRH believes that these plans provide substantial retention and competitive advantages. In certain foreign jurisdictions, TRH may provide a defined benefit plan, a defined contribution plan or alternative contribution plan, or may participate in government approved or regulated plans.

Mr. Bonny along with all employees in TRH’s London office participated in the TRC Group Self Invested Personal Pension (“TRC Group SIPP”) throughout 2011, as described in greater detail in “Post-Employment Compensation—Pension Benefits.”

Perquisites. To facilitate the performance of senior executives’ management responsibilities and as part of a comprehensive compensation package, TRH provided certain senior executives, including the named executives, and other senior officers with automobile allowances, housing allowances and club and gym memberships.

TRH did not provide any tax reimbursements or gross-ups in connection with taxable perquisites.

TRH believes the perquisites constituted a minor component of total compensation for each named executive and were reasonable in comparison to those typically provided by peer companies.

Other employee benefits. TRH executives participated in the same broad- based health, life and disability benefit programs as other TRH employees.

Retention Agreements. On June 30, 2011, in connection with the contemplated business combination (the “Proposed Merger”) of TRH and Allied World Assurance Company Holdings, AG, the Compensation Committee approved retention agreements that were offered to certain senior executives of TRH (“Retention Agreements”), including Messrs. Bonny, Vijil and Skalicky. The Retention Agreements provided that until December 31, 2012, the executive’s base salary, target bonus amount, target fair value of equity awards and other benefits included in the executive’s total compensation would not be reduced below the levels in effect prior to the Proposed Merger. The Retention Agreements also provided for a grant of RSUs or phantom stock awards (together with the RSUs, the “Retention Grant”), immediately prior to the Proposed Merger (or at a date chosen by the Board of directors in its discretion, if the closing of the Proposed Merger did not occur), consisting of that number of shares of TRH common stock equal in value to $1,500,000 for each of Messrs. Skalicky and Vijil and $2,000,000 for Mr. Bonny. The Retention Grant was to vest 50% on September 30, 2012 and 50% on December 31, 2013. Pursuant to the Retention Agreements, the Retention Grant was subject to pro rata vesting upon a termination by TRH without “Cause,” or due to death or “Disability,” or by the executive with “Good Reason,” in each case prior to December 31, 2013. Further, pursuant to the Retention Agreements, all of the outstanding, unvested equity awards held by each of the executives as of the effective date of the Retention Agreements were subject to full vesting upon a termination by TRH without “Cause,” or by the executive with “Good Reason,” in each case prior to December 31, 2013. In consideration for entering into the Retention Agreements, each executive was to provide a limited waiver of the executive’s right to resign for “Good Reason” in connection with the Proposed Merger as a result of the executive’s new employment position immediately following the Proposed Merger. However, the Retention Agreements for Messrs. Bonny, Vijil and Skalicky were not executed by the individuals and TRH, and therefore no awards were granted pursuant to the contemplated terms of the Retention Agreements.

Following the Merger, Messrs. Bonny and Vijil entered into retention agreements that are substantially the same in all material respects as the Retention Agreements described in the preceding paragraph, including a limited waiver of the executive’s right to resign for “Good Reason” in connection with the Merger as a result of the executive’s new employment position immediately following the Merger. Mr. Skalicky did not enter into a retention agreement with TRH, and provided notice to TRH of his intent to leave for “Good Reason” in accordance with the terms of the TRH Executive Severance Plan (“TRH ESP”), but no retirement date has been determined.

In connection with the Merger, Mr. Sapnar was offered Retention Grants having an aggregate value of $5 million under substantially the same terms as the Retention Grants for Messrs. Bonny and Vijil, except for a longer retention period and delayed vesting schedule.  Pursuant to Mr. Sapnar’s proposed retention agreements, Mr. Sapnar will be required to complete a retention period that ends March 31, 2015 and none of his Retention Grant will generally become vested until that date unless Mr. Sapnar is terminated without “Cause” or resigns for “Good Reason”, in which case pro rata vesting will apply.  The occurrence of the Merger will not provide Mr. Sapnar with the basis to resign for “Good Reason” under the proposed agreements.

Termination benefits and policies. As discussed below, TRH provides severance benefits to a select group of senior executives who participate in the TRH Partners Plan, including the named executives. TRH believes severance benefits

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provide substantial retention and competitive advantages and financial security, and are part of a competitive comprehensive compensation package.

TRH has generally not entered into employment agreements with its senior most executives and none of the named executives currently have employment agreements. In connection with the retirement of Mr. Orlich on December 31, 2011, TRH entered into a Transition Agreement with Mr. Orlich. For further discussion of Mr. Orlich’s Transition Agreement and the retirement benefits paid to Mr. Orlich upon his retirement, refer to the Potential Payments on Termination Section below.

In 2008, the Board adopted the TRH ESP. Under the TRH ESP, severance protection is provided to the named executives who all participate in the Partners Plan. In addition, during the time period in which severance is being paid, the named executives will be entitled to medical benefits plan coverage, additional vesting in the retiree health plan, additional non-qualified pension credits, and continued life insurance and retiree health benefits. For a further discussion of this plan and amounts that would have been payable under the TRH ESP had a named executive officer been terminated on December 31, 2011, see “Quantification of Termination Payments and Benefits” below.

Termination and retirement provisions in long-term awards. TRH does not provide any severance protection within the TRH long-term compensation plans in which executives and employees participate. As a result, unvested equity-based awards, and awards under the Partners Plan and the Senior Partners Plan generally will be forfeited on termination of employment before normal retirement age (unless the Committee determines otherwise in a particular situation) with an exception for permanent disability and/or a change-in-control. Under the TRH ESP, however, Performance RSUs, as well as options and other restricted stock units will continue to vest during the period of time in which severance payments are made. With the approval of the Committee or the Board, outstanding vested options generally may be exercised for three months after a termination of employment before normal retirement age, but only to the extent that those options were exercisable as of the termination date.

TRH’s normal retirement age is 65. For executives who retire after reaching normal retirement age, time-vested equity-based awards will generally vest upon retirement. For executives who retire during a performance period under the Partners Plan or the Senior Partners Plan, a pro-rated portion of the award that is ultimately earned will vest at the end of the performance period.

Change-in-control benefits. In 2008, the Compensation Committee and the Board, after considering the possibility of a change-in-control at TRH at the time, decided that an important tool to retain its key employees and promote stability was to provide a change-in-control trigger in certain of its equity plans. Under the change-in-control double trigger, if an executive is terminated without “Cause” or leaves for “Good Reason” (as defined under the plans) within two years of a change-in-control, the executive’s unvested RSUs and earned, but unvested, Performance RSUs will vest immediately.

Other Factors Affecting Compensation

Stock ownership guidelines. TRH did not have formal stock ownership guidelines. In light of the structure of TRH’s former compensation arrangements, the Company believed that the named executives generally had interests in non-transferable TRH stock that TRH considered appropriate for an executive of their level.

Adjustment or recovery of awards upon restatement of financial results. TRH’s compensation framework reserved discretion for the Committee to adjust earned compensation for a restatement of financial results. Under both the Partners and Senior Partners Plans, the Committee had the power to decrease the number of a participant’s Performance RSUs that were granted or were outstanding for a performance period in addition to the authority to make non-uniform downward adjustments among executives and officers.

Process for Compensation Decisions

For 2011, the Compensation Committee determined the compensation of TRH’s former Chief Executive Officer, Mr. Orlich, and the Board approved or ratified the amounts to be paid to him. The Committee also reviewed and approved, and the Board ratified, the compensation of the other named executives, taking into account Mr. Orlich’s recommendations. The Committee also made recommendations to the Board with respect to TRH’s compensation programs for executives and other employees and coordinated with the Nominating and Corporate Governance Committee in overseeing TRH’s management development and succession planning programs.

Use of compensation consultant. The Committee engaged FW Cook as a compensation consultant reporting directly to the Committee to provide advice for performance metrics and bonus targets of compensation plans for 2011 and

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regarding the Committee’s year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2011.

Consideration of competitive compensation levels. In reviewing compensation decisions over the year and in making decisions about the compensation of the named executives for 2011, the Committee was provided with competitive market information. As a general matter, the Committee intended to position salary, annual cash-based compensation and annual equity-based compensation at a reasonable range above the market median for both retention and incentive purposes.

TRH used a peer group of reinsurance and insurance companies to measure its performance against for compensation purposes. The group of reinsurance and insurance companies is listed below:

Allied World Assurance Company Holdings, AG

Alterra Capital Holdings Ltd.

Arch Capital Group Ltd.

Aspen Insurance Holdings Limited

Axis Capital Holdings Limited

Endurance Specialty Holdings Ltd.

Everest Re Group, Ltd.

Montpelier Re Holdings Ltd.

PartnerRe Ltd.

Platinum Underwriters Holdings, Ltd.

Reinsurance Group of America, Incorporated

RenaissanceRe Holdings Ltd.

Validus Holdings, Ltd.

White Mountains Insurance Group, Ltd.

XL Group plc

The Committee believed this peer group provided an appropriate basis for comparison in the reinsurance and insurance industry with respect to both overall business and executive talent since TRH competed with these companies within the reinsurance industry.

Consideration of prior years’ compensation. Although the named executives’ prior levels of participation in TRH’s compensation plans were considered in determining their ongoing levels of participation, the cumulative amounts realizable from prior years’ equity-based awards generally (including market return on equity-based awards) were not considered in determining the amount or the elements of current year compensation. The Committee and TRH management believed that this approach was most consistent with the goal of motivating strong performance in each subsequent year by enabling executives to continue to earn competitive compensation in exchange for achievement of annual and long-term financial and market goals.

Compensation Decisions for 2011

The Committee made compensation decisions for 2011 during the first and fourth quarters of 2011. During the first quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2010 as well as set the performance metrics and bonus targets of compensation plans for 2011. During the fourth quarter of 2011, the Committee made year-end compensation decisions for bonuses and equity plan participations for the named executives for year-end 2011 as well as set the performance metrics and bonus targets of compensation plans for 2012.

Performance objectives. Based on analysis of TRH’s and the peer group’s historical performance and recommendations from Mr. Orlich, the Committee established annual performance objectives for 2011 for the EBP and the Partners Plan in the first quarter of 2011. The objectives pertained to financial performance (based on net written premiums, adjusted return on equity, adjusted combined ratio taking into account the volatility with regard to catastrophe losses and growth in adjusted book value); implementation of business strategy and organization management. The Committee established a formula for evaluating financial performance and the objectives were weighted. The Committee retained the discretion to adjust bonus amounts after evaluating TRH’s overall performance, concluding that TRH would be best served by this approach.

In addition, in the first quarter of 2011 the Committee established an annual bonus target under the EBP for each named executive officer based on a total bonus level intended to be comparable to the peer group described above. The

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Committee set the CEO’s target bonus equal to 150 percent of the CEO’s annual salary, set each named executive officer’s target bonus equal to 100 percent of the named executive officer’s annual salary and set a maximum for each named executive officer’s bonus award at 200 percent of the targeted level. Under the EBP, TRH’s overall performance was measured against three targeted performance objectives: net written premiums, adjusted return on equity and adjusted combined ratio. The Committee set the relative percentage of each metric equal to the following: net written premium accounted for ten percent; adjusted return on equity accounted for thirty percent and adjusted combined ratio accounted for sixty percent of the target bonuses for the named executive officers. The Committee believed the use of net written premium accounting for ten percent made a portion, but not an outsized portion, of the performance objectives based on growth. The use of adjusted return on equity for thirty percent aligned the named executives’ incentives with stockholder interests, and provided a consistent measure of TRH’s profitability. Lastly, the use of adjusted combined ratio incentivized profitable underwriting and balanced the performance objective based on growth.

In December 2011, the Committee reviewed the 2011 year-end results and compared them to the metrics set for the EBP. For 2011, the Committee had set a target of $4.05 billion for net written premiums, a target of 11 percent for adjusted return on equity and a target of 96.3 percent for adjusted combined ratio. The adjustment to the combined ratio metric was designed to smooth the volatility associated with property catastrophe costs that can have an outsized impact on the overall level of bonuses. This combined ratio metric is balanced by the adjusted return on equity metric which included the full impact of catastrophe costs each year. This design was intended to reflect the mix of business the company writes and to provide a consistent measure of TRH’s performance between years.

Based on the operating results of TRH for 2011 under the EBP, TRH realized a bonus level equal to 48.17 percent of the targeted bonuses for the named executive officers. This was achieved by TRH reaching the threshold level range for the net written premiums metric, which added 2.96 percentage points to the bonus level, and reaching the threshold level for the adjusted combined ratio metric, which added 45.21 percentage points to the bonus level. The threshold level for the adjusted return on equity metric was not reached. After a review of TRH’s results for 2011 against the metrics set in the first quarter of 2011, the Committee also took into account the named executives’ performance in reaching a number of financial, strategic and operational objectives during 2011, including the named executives’ work on the numerous potential strategic transactions during the year which culminated in the Merger Agreement with Alleghany. The Committee considered this performance as well as the recommendations of the compensation consultant, FW Cook, and decided to exercise a one-time discretionary increase, which increased the level of bonuses to approximately 89 percent of the targeted bonuses.

In addition, at the March 2011 meeting, the Committee granted time vested RSUs, performance-based cash awards and Performance RSUs for Partners Plan participants for 2011, and considered 2011 base salaries for the named executives based on its review of TRH’s 2010 financial results. Decisions regarding the named executives were ratified by consent of the Board. The Committee concluded that the named executives performed well in 2010 when measured against both the financial and non-financial objectives. The Committee took into account TRH’s financial results as measured against the financial metrics set in the first quarter of 2010 as well as the non-financial objectives achieved including the completion of the secondary offering that reduced AIG’s ownership to approximately 1%, establishing Calpe Insurance Company, Ltd. in Gibraltar, the acquisition of a Lloyds name and the establishment of a strategic office in Bermuda.

Base salary. For 2011, base salaries remained unchanged except each of Mr. Bonny’s and Mr. Sapnar’s base salary was increased reflecting their increased responsibilities and demonstrated performance. Mr. Sapnar’s increase also reflected his new roles at TRH.  In 2011, the Board appointed Mr. Sapnar President of TRH, effective as of September 16, 2011, and Chief Executive Officer of TRH, effective as of January 1, 2012.

Cash bonuses. Based on TRH’s results in 2011 as discussed above and following a thorough review process, including TRH’s performance in reaching financial, strategic and operational objectives during 2011 and a comparison of overall compensation of the named executives with compensation data from the peer group of companies, the Committee decided to grant bonuses at an increased level equal to approximately 89 percent of the named executives’ target bonuses, which was comprised of the bonus level of 48.17 percent of the targeted bonuses achieved under the EBP and the one-time discretionary increase of 40.83 percent. Mr. Orlich, who retired from the position of CEO, did not receive an annual cash bonus for 2011.

Time-vested grants of restricted stock units (“RSU”). In March 2011, as a result of changes made to the compensation program, the Committee did not grant Mr. Orlich an RSU award and the dollar value of RSU awards for all of the named executives decreased from the dollar value of 2010 RSU awards.

Performance RSUs earned under the Partners Plan. As a result of TRH’s performance for the 2010-2011 performance period, 2010 Performance RSUs were earned at 93.2 percent for all participants of the Partners Plan, including the named executives. Over the 2010-2011 performance period, the growth in TRH’s adjusted book value per share equaled

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13.50 percent as compared to the target of 14.49 percent. The earned Performance RSUs were scheduled to vest in two equal installments in January of 2013 and 2014.

Senior Performance RSUs granted under the Senior Partners Plan. As a result of the performance for the 2009-2011 performance period, 2009 Senior Performance RSUs were earned at 163.1 percent for the participants of the Senior Partners Plan. Over the 2009-2011 performance period, the growth in TRH’s adjusted book value per share equaled 34.16 percent as compared to the target of 25.97 percent. The first installment of the earned Senior Performance RSUs vested in January of 2012 and the second installment was scheduled to vest in 2013.

COMPENSATION COMMITTEE REPORT

The Committee has not reviewed and discussed the Compensation Discussion and Analysis with management, and has not recommended that the Compensation Discussion and Analysis be included in this Amendment.

RISK MANAGEMENT AND COMPENSATION

The Board reviewed TRH’s compensation programs and policies for all employees with TRH management and compensation consultants who provided compensation consulting advice with regard to whether such programs and policies created risks that were reasonably likely to have a material adverse effect on TRH. The Board believed that:

·                  TRH’s compensation program were balanced among base salary, annual bonus and long-term equity and used multiple performance metrics (as described in Compensation Discussion and Analysis), and did not rely exclusively on formulaic approaches to TRH’s compensation plans;

·                  TRH’s compensation programs provided for a reduction in compensation if financial results did not meet TRH’s expectations; and

·                  TRH’s stock incentives also sought to align the long-term interests of TRH employees with those of TRH stockholders.

SUMMARY COMPENSATION TABLE

The following table contains information about TRH’s Chief Executive Officer, Chief Financial Officer and three other most highly paid executive officers. See the Compensation Discussion and Analysis for additional detail regarding the Committee’s compensation philosophy, practices and 2011 compensation decisions.

(1)                                     This column represents the aggregate grant date fair value of outstanding stock-based awards granted in the applicable fiscal year computed in accordance with FASB ASC Topic 718 utilizing the assumptions and methodologies discussed in Note 13 to our financial statements for the fiscal year ended December 31, 2011.

The maximum aggregate grant date fair value of outstanding share-based awards are as follows: for 2011: Mr. Orlich—$3,203,465; Mr. Sapnar—$1,367,119; Mr. Skalicky—$1,272,242; Mr. Bonny—$1,272,242; and

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Mr. Vijil—$1,188,664; for 2010: Mr. Orlich—$8,012,760; Mr. Sapnar—$2,645,100; Mr. Skalicky—$2,503,440; Mr. Bonny—$2,503,440; and Mr. Vijil—$2,339,220; and for 2009: Mr. Orlich—$5,858,355; Mr. Sapnar—$1,978,900; Mr. Skalicky—$1,865,320; Mr. Bonny—$1,837,113; and Mr. Vijil—$1,756,251.

In addition, the 2011 amount for Mr. Sapnar includes the grant date fair value of the shares of unrestricted TRH common stock granted to Mr. Sapnar in connection with his appointment as President.

(2)                                     This column represents annual performance cash bonuses under the Executive Bonus Plan and the 3-year performance-based cash awards granted in March 2011 under the 2009 Long Term Equity Incentive Plan.

The maximum amount of the 3-year performance-based cash awards granted in March 2011 for the 2011-2013 Performance Period is as follows: Mr. Orlich—$3,375,000; Mr. Sapnar—$998,154; Mr. Skalicky—$928,817; Mr. Bonny—$928,817; and Mr. Vijil—$867,861.

(3)                                     This column represents the total change of the actuarial present value of the accumulated benefit under all of TRH’s defined benefit and actuarial pension plans. These plans are described in “Post-Employment Compensation—Pension Benefits.”

(4)                                    This column includes TRH’s contributions under (i) for 2011, the TRH Incentive Savings Plan (401(k)) for Messrs. Orlich, Sapnar, Skalicky and Vijil and the AIG Retirement Savings Plan (United Kingdom) and TRC Group SIPP for Mr. Bonny, (ii) for 2010, the TRH Incentive Savings Plan (401(k)) for Messrs. Orlich, Sapnar, Skalicky and Vijil and the AIG Retirement Savings Plan (United Kingdom) and TRC Group SIPP for Mr. Bonny and (iii) for 2009, the TRH Incentive Savings Plan (401(k)) for Messrs. Orlich, Sapnar, Skalicky and Vijil and the AIG Retirement Savings Plan (United Kingdom) and TRC Group SIPP for Mr. Bonny. For 2011, these contributions included the following amounts: Orlich—$17,150; Skalicky—$17,151; Bonny—$88,245; Vijil—$17,151; and Sapnar—$17,151.

This column also includes the TRH contributions to the TRH Target Benefit Plan and the TRH Excess Target Benefit Plan made for 2011. The contributions for 2011 under the TRH Target Benefit Plan, made in March 2012, include the following amounts: Orlich—$17,150; Skalicky—$17,149; Vijil—$17,149; and Sapnar—$13,405. In addition, accrued benefits under the TRH Excess Target Benefit Plan include the following amounts: Orlich—$279,752; Skalicky—$127,730; Vijil—$59,875; and Sapnar—$30,024. Messrs. Orlich and Skalicky have vested in the accrued benefits under the TRH Excess Target Benefit Plan as a result of attaining the age of 60 with five years   of accredited service to TRH.

The following table details the incremental cost to TRH of perquisites received by each of the named executives that are included in this column.

Perquisites & Benefits

(1)                                  For the named executives, the cost for car-related perquisites represents TRH’s direct expenditures. SEC rules require that costs of commuting and other uses not directly and integrally related to TRH’s business be disclosed as compensation to the executive. One hundred percent of the preceding costs have been allocated to compensation for the named executive officers.

(2)                                  This column represents TRH’s expense for corporate memberships in country clubs for which the named executive is listed as the member and gym clubs.

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2011 Grants of Plan-Based Awards

In 2011, TRH granted performance-based awards to the named executive officers under its equity-based plans: the 2009 Long Term Equity Incentive Plan and the Partners Plan.

Options. TRH at times provided part of its long-term compensation through time-vested option grants. All options for each of the named executives had four-year pro rata vesting and an exercise price equal to the closing price of TRH Common Stock on the date of grant. During 2011, TRH did not grant any time-vested option grants to the named executives.

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Restricted Stock Units. TRH provided part of its long-term compensation to key employees (including the named executives) through grants of time-vested RSUs. In March 2011, TRH granted time-vested Restricted Stock Units to all of the named executive officers, except Mr. Orlich who was only granted Performance RSUs and Performance Cash. The RSUs were scheduled to vest after the third anniversary of the date of grant.

Partners Plan. Participants earn Performance RSUs that entitled them to receive shares of TRH Common Stock based on the cumulative growth in TRH’s adjusted book value, as defined under the plan, over the three-year performance period if a threshold level of growth established by the Committee at the beginning of the period was achieved. The number of Performance RSUs that could be earned at the end of each period ranged from zero to 150 percent of the Partners Plan’s target award. Any unvested Performance RSUs generally would be forfeited if the participant ceased employment with TRH before reaching age 65.

In March 2011, TRH granted Partners Plan awards for a 2011-2013 performance period (2011 Performance RSUs) to all of the named executive officers. The 2011 Performance RSUs were scheduled to fully vest after the third anniversary of the first day of 2011.

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2011 GRANTS OF PLAN-BASED AWARDS

(1)                                     Actual bonus payments under the Executive Bonus Plan are set forth in the “Summary Compensation Table”.

(2)                                     Amounts shown represent the Performance RSUs that would be earned if the cumulative growth in adjusted book value met the Partners Plan threshold, target and maximum performance goal, as indicated. The amount of Performance RSUs earned for performance between threshold and target levels and between target and maximum levels is determined on a straight-line basis.

(3)                                     Amounts shown represent the grant date fair values, computed in accordance with FASB ASC Topic 718 utilizing the assumptions and methodologies discussed in Note 13 to our financial statements for the fiscal year ended December 31, 2011, of the grants of time-vested RSUs and 2011 Performance RSUs granted under the 2009 Long-Term Equity Incentive Plan and the Partners Plan. RSUs and Performance RSUs granted under the 2009 Long-Term Equity Incentive Plan and the Partners Plan do not pay dividends.

The amounts shown represent the total grant date fair values of the grants of 2011 Performance RSUs that would be earned by the named executive for performance at the target level under the Partners Plans for 2011. The total grant date fair values of the 2011 Performance RSUs that are actually earned by the named executives would have been different depending on performance under the Partners Plan and Performance RSUs would have been forfeited if performance fell below the threshold level.

The 2011 Grant for Mr. Sapnar shows the grant date fair value of the shares of unrestricted TRH common stock granted to Mr. Sapnar in connection with his appointment as President.

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EXERCISES AND HOLDINGS OF PREVIOUSLY AWARDED EQUITY

Outstanding Equity Awards at December 31, 2011

Equity-based awards held at the end of 2011 by each of the named executives were issued under the 2009 Long Term Equity Incentive Plan, Partners Plan, Senior Partners Plan, 2003 Stock Incentive Plan and 2000 Stock Option Plan.

Year-End Holdings. The following table sets forth outstanding equity-based awards held by each of the named executives as of December 31, 2011.

Outstanding Equity Awards at December 31, 2011