Exhibit 10.1
                                                               ------------
      
                             Alleghany Corporation
                               Park Avenue Plaza
                              55 East 52nd Street
                         New York, New York 10055-0001


              John J. Burns, Jr.
                 President
              
              
              
              
                                            April 6, 1995
              
              
              To the Stockholders who are
              parties to the Stock Purchase
              Related Agreement:
              
              
                        Reference is made to the Stock Purchase Related 
              Agreement, dated as of July 28, 1993, among the Stockholders 
              (as defined therein) and Alleghany Corporation ("Alleghany"), 
              as supplemented and amended (the "Stock Purchase Related 
              Agreement").  Unless otherwise defined, all capitalized terms 
              used herein have the meanings set forth in the Stock Purchase 
              Related Agreement.
              
                        As you are aware, net unrealized losses on 
              investments as stated as a separate component of 
              shareholders' equity of URC Holdings Corp. ("URHC") has 
              reduced the book value of URHC common stock.  Alleghany has 
              determined that such net unrealized losses may have 
              diminished the incentives provided to you under the Stock 
              Purchase Related Agreement and, therefore, that it is 
              appropriate to relieve you of the potential burden of 
              unrealized losses in certain circumstances.
              
                        Accordingly, Alleghany hereby agrees, effective on 
              and after the date hereof, that for purposes of determining 
              Adjusted Book Value under the Stock Purchase Related 
              Agreement, the Tangible Book Value Per Share of Common Stock 
              shall be increased in an amount equal to any reduction in 
              fully diluted book value, as determined under the Stock 
              Purchase Related Agreement by URHC's independent public 
              accountants, attributable to net unrealized losses in fixed 



              maturities.  Thus, net unrealized losses in fixed maturities 
              will not reduce Adjusted Book Value for purposes of (1) 
              exchange of URHC shares for Alleghany common stock and cash 
              (Section 5(d)), (2) payout of Reload Units (Section 4) and 
              (3) repurchase of URHC shares in the case of termination of 
              employment without cause or as a result of death or 
              disability (proviso to Section 6(a)).  Net unrealized losses 
              in fixed maturities will continue to be reflected in 
              determining fully diluted book value, as determined under the 
              Stock Purchase Related Agreement by URHC's independent public 
              accountants, which, among other provisions, is the basis on 
              which shares of URHC are purchased in the event of voluntary 
              termination of employment.  
              
                        If you have any questions about the change 
              described above, please call Bob Hart at 212-752-1356.
              
                                            ALLEGHANY CORPORATION
              
              
              
                                            By: /s/ John J. Burns, Jr.
                                                ------------------------
                                                John J. Burns, Jr.
                                                President and Chief
                                                Executive Officer