ALLEGHANY CORP /DE (Form: S-3ASR, Received: 06/14/2006 06:05:24)

As filed with the Securities and Exchange Commission on June 14, 2006

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

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 incorporation)		(IRS Employer Identification Number)

7 Times Square Tower

New York, NY 10036

(212) 752-1356

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Robert M. Hart

Senior Vice President, General Counsel and Secretary

7 Times Square Tower

New York, NY 10036

(212) 752-1356

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Linda E. Ransom

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 259-8000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE


			Amount to be Registered/
			Proposed Maximum Offering Price per Unit/
Title of Each Class of			Proposed Maximum Offering Price/
Securities to be Registered			Amount of Registration Fee(1)
Common Stock, par value $1.00 per share
Preferred Stock, par value $1.00 per share


(1)		An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.

PROSPECTUS

Alleghany Corporation

Common Stock

Preferred Stock

We may offer from time to time:


	•	shares of our common stock, par value $1.00 per share, and

	•	shares of our preferred stock, par value $1.00 per share.

This prospectus describes some of the general terms that may apply to these securities. We will provide specific terms of any offering in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement carefully before you invest.

Investing in these securities involves certain risks. See “Risk Factors” on page 1.

Our common stock is listed on the New York Stock Exchange under the symbol “Y.” If we decide to list or seek a quotation for any other securities we may offer and sell from time to time, the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated June 14, 2006.

TABLE OF CONTENTS

Prospectus


About This Prospectus			1
Risk Factors			1
Where You Can Find More Information			1
Incorporation of Certain Documents by Reference			1
Alleghany Corporation			2
Special Note Regarding Forward-Looking Statements			2
Ratio of Earnings to Fixed Charges			3
Use of Proceeds			3
General Description of Securities That We May Offer			3
Description of Capital Stock			4
Plan of Distribution			5
Legal Matters			5
Experts			5
EX-3.1: RESTATED CERTIFICATE OF INCORPORATION
EX-5.1: OPINION OF DEWEY BALLANTINE LLP
EX-10.1: RETIREMENT COLA PLAN
EX-10.2: AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN
EX-10.3: OFFICERS AND DIRECTORS DEFERRED COMPENSATION PLAN
EX-12.1: STATEMENT RE: CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-23.2: CONSENT OF KPMG LLP
EX-24.1: POWERS OF ATTORNEY

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Information.”

This prospectus only provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document.

References in this prospectus to “Alleghany,” “we,” “us” and “our” are to Alleghany Corporation and its consolidated subsidiaries, unless otherwise stated or the context otherwise requires.

RISK FACTORS

Investing in our securities involves risk. Please see the risk factors described in our Annual Report on Form 10-K for our most recent fiscal year, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular series or offering of securities.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our common stock is listed and traded on the New York Stock Exchange (the “NYSE”). You may also inspect the information we file with the SEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including our SEC filings, is also available at our Internet site at http://www.alleghany.com. However, except as described below under the heading “Incorporation of Certain Documents by Reference,” the information on our Internet site is not a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” in this prospectus the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the

termination of the offering under this prospectus (except for any information contained in such documents or filings that is deemed to have been furnished and not filed in accordance with SEC rules):


	•	Annual Report on Form 10-K for the year ended December 31, 2005;

	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2006; and

	•	Current Reports on Form 8-K filed January 19, 2006, March 3, 2006 (only with respect to information filed under Item 4.02), March 14, 2006, April 21, 2006, May 19, 2006, May 23, 2006 and May 24, 2006.

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Alleghany Corporation
7 Times Square Tower
New York, NY 10036
Attn: Robert M. Hart
(212) 752-1356

ALLEGHANY CORPORATION

We are engaged, through Alleghany Insurance Holdings LLC and its subsidiaries RSUI Group, Inc., Capitol Transamerica Corporation and Darwin Professional Underwriters, Inc., in the property and casualty and surety and fidelity insurance business. We also own and manage properties in the Sacramento, California region through our subsidiary Alleghany Properties LLC and maintain corporate investment and other activities at the parent level, including strategic equity investments which are available to support the internal growth of subsidiaries and for acquisitions of, and substantial investments in, operating companies. Our principal executive offices are located in leased office space at 7 Times Square Tower, New York, New York 10036 and our telephone number is (212) 752-1356.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate herein by reference may contain disclosures which are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements are based upon our current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. These statements are not guarantees of future performance, and we have no specific intention to update these statements. The uncertainties and risks include, but are not limited to risks relating to our insurance operating units such as:


	•	significant weather-related or other natural or human-made catastrophes and disasters;

	•	the cyclical nature of the property and casualty industry;

	•	the long-tail and potentially volatile nature of certain casualty lines of business written by our insurance operating units;

	•	the cost and availability of reinsurance;

	•	exposure to terrorist acts;

	•	the willingness and ability of our insurance operating units’ reinsurers to pay reinsurance recoverables owed to our insurance operating units;


	•	changes in the ratings assigned to our insurance operating units;

	•	claims development and the process of estimating reserves;

	•	legal and regulatory changes;

	•	the uncertain nature of damage theories and loss amounts;

	•	increases in the levels of risk retention by our insurance operating units; and

	•	adverse loss development for events insured by our insurance operating units in either the current year or prior year.

Additional risks and uncertainties include general economic and political conditions, including the effects of a prolonged U.S. or global economic downturn or recession; changes in costs; variations in political, economic or other factors; risks relating to conducting operations in a competitive environment; effects of acquisition and disposition activities, inflation rates or recessionary or expansive trends; changes in market prices of our significant equity investments; extended labor disruptions, civil unrest or other external factors over which we have no control; and changes in our plans, strategies, objectives, expectations or intentions, which may happen at any time at our discretion. As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by or on our behalf.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio or earnings to fixed charges for each of the periods indicated:

Three Months

Ended

March 31,

Year Ended December 31,

2006

2005

2004

2003

2002

2001

Ratio of earnings to fixed charges

32.3x

8.0x

22.0x

37.0x

11.1x

31.6x

For purposes of calculating these ratios, “earnings” consists of (1) net income, (2) fixed charges and (3) amortization of any capitalized interest, and “fixed charges” consists of (1) interest expensed and capitalized, (2) amortized premiums, discounts and capitalized expenses related to indebtedness and (3) an estimate of the interest within rental expense.

We did not have any preferred stock outstanding during any of the periods shown and accordingly our ratio of earnings to fixed charges and preferred stock dividends would be the same as the ratios shown above.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement accompanying this prospectus, the net proceeds from the sale of the securities to which this prospectus relates will be used for general corporate purposes. General corporate purposes may include repayment of debt, acquisitions, additions to working capital, capital expenditures and investments in our subsidiaries. Net proceeds may be temporarily invested prior to use.

GENERAL DESCRIPTION OF SECURITIES THAT WE MAY OFFER

We may offer, at any time and from time to time:


	•	shares of our common stock, par value $1.00 per share;

	•	shares of our preferred stock, par value $1.00 per share; or

	•	any combination of these securities.

The terms of any securities we offer will be determined at the time of offer. When particular securities are offered, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 22,000,000 shares of common stock, par value $1.00 per share, and 8,000,000 shares of preferred stock, par value $1.00 per share. No shares of preferred stock were issued or outstanding as of June 13, 2006.

Common Stock

Voting rights. Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by stockholders. The common stock does not have cumulative voting rights.

Dividends. The holders of common stock, after any preferences of holders of any preferred stock, are entitled to receive dividends as determined by the board of directors out of funds legally available for dividends.

Liquidation and dissolution. If we liquidate or dissolve, the holders of common stock will be entitled to share in our assets available for distribution to common stockholders in proportion to the amount of common stock they own. The amount available for common stockholders is calculated after payment of liabilities. Holders of preferred stock will receive a preferential share of our assets before the holders of common stock receive any assets.

Other rights. Holders of common stock have no right to:


	•	convert or exchange the stock into any other security;

	•	have the stock redeemed; or

	•	purchase additional stock or to maintain their proportionate ownership interest.

Holders of common stock are not required to make additional capital contributions.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “Y.”

Transfer agent and registrar. Computershare Investor Services LLC is the transfer agent and registrar for the common stock.

Removal of directors. Our certificate of incorporation provides that, subject to the rights of the holders of any series of preferred stock, any director, or the entire board of directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 75 percent of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Stockholder nomination of directors. Our by-laws provide that a stockholder must notify us in writing of any stockholder nomination of a director not less than 30 days prior to the date of the meeting for the election of directors, provided, however , that, in the event that less than 40 days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made.

Preferred Stock

General. We are authorized to issue 8,000,000 shares of preferred stock. No shares of preferred stock are currently issued or outstanding. Our board of directors may, without stockholder approval, issue shares of preferred stock. The board can issue more than one series of preferred stock. The board has the right to fix the number of shares, dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences and any other rights, preferences, privileges and restrictions applicable to the preferred stock it decides to issue.

Conversion or exchange. The prospectus supplement will describe the terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock or other securities. These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. These provisions may allow or require the number of our shares of common stock or other securities to be received by the holders of preferred stock upon conversion or exchange to be adjusted in certain circumstances.

PLAN OF DISTRIBUTION

We may sell the offered securities (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale. We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

LEGAL MATTERS

Unless otherwise specified in the prospectus supplement accompanying this prospectus, Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, will provide opinions regarding the authorization and validity of the securities. Any underwriters will also be advised about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement.

EXPERTS

The consolidated financial statements and schedules of Alleghany Corporation and subsidiaries as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.	*Other expenses of issuance and distribution.*

The following is a statement of the estimated expenses (other than underwriting compensation and the registration fee) to be incurred by Alleghany Corporation in connection with the issuance and distribution of the securities being registered under this registration statement. The assumed amount has been used to demonstrate the expenses of an offering and does not represent an estimate of the amount of securities that may be registered or distributed because such amount is unknown at this time.


SEC registration fee	*
Accounting fees and expenses	$	150,000
Legal fees and expenses		350,000
Blue Sky filing and counsel fees		2,000
Printing expenses		85,000
Miscellaneous		13,000

Total	$	600,000


*		Alleghany Corporation is registering an indeterminate amount of securities under this Registration Statement and, in accordance with Rules 456(b) and 457(r), Alleghany Corporation is deferring payment of any registration fee until the time the securities are sold under this Registration Statement pursuant to a Prospectus Supplement.

Item 15. Limitations on director liability and indemnification of directors and officers.

The General Corporation of Law of the State of Delaware authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for certain breaches of directors’ fiduciary duties. Our Restated Certificate of Incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability (i) for breach of the duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware; or (iv) for transactions from which a director derived an improper personal benefit.

Our Restated Certificate of Incorporation also requires us to indemnify persons serving as directors and officers and certain other persons serving, at our request, as directors, officers, employees or agents of another corporation, or of a partnership, joint venture, trust or other enterprise, to the fullest extent authorized by the General Corporation Law of the State of Delaware against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement and certain other costs) reasonably incurred by such person in connection with any threatened, pending or completed action, suit, or proceeding of which such person is a party by reason of his or her service to, or service at the request of, our corporation, subject to certain limited exceptions set forth in our Restated Certificate of Incorporation. In addition, under Section 145 of the General Corporation Law of the State of Delaware, we are required to indemnify present and former directors and officers against expenses (including attorneys’ fees), actually and reasonably incurred, to the extent such persons have been successful on the merits or otherwise in the defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein. The foregoing statements are subject to the detailed provisions of our Restated Certificate of Incorporation and Section 145 of the General Corporation Law of the State of Delaware.

The directors of Alleghany Corporation are insured under the directors and officers liability insurance policies purchased by Alleghany Corporation.

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Item 16.	*Exhibits.*


Exhibit
Number			Description

	*1	.1	Form of Underwriting Agreement relating to common stock and preferred stock.
	3	.1	Restated Certificate of Incorporation of Alleghany Corporation, as amended by Amendment accepted and received for filing by the Secretary of State of Delaware on June 23, 1988.
	3	.2	Amended By-laws of Alleghany Corporation (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	4	.1	Specimen certificate representing shares of common stock, par value $1.00 per share, of Alleghany Corporation (incorporated herein by reference to Exhibit 4 to our Form 10 dated December 18, 1986).
	*4	.2	Form of Certificate of Designations relating to shares of preferred stock, par value $1.00 per share, of Alleghany Corporation.
	5	.1	Opinion of Dewey Ballantine LLP.
	10	.1	Alleghany Corporation Retirement COLA Plan dated and effective as of January 1, 1992, as adopted on March 17, 1992.
	10	.2	Alleghany Corporation Amended and Restated Directors’ Stock Option Plan effective as of April 20, 1993.
	10	.3	Alleghany Corporation Officers and Directors Deferred Compensation Plan effective as of January 1, 2002.
	12	.1	Statement regarding Calculation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of Dewey Ballantine LLP (included in Exhibit 5.1).
	23	.2	Consent of KPMG LLP.
	24	.1	Powers of Attorney.


*		To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with an offering of securities.


Item 17.	*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, as amended;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 (i), (ii) and (iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in 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, as amended, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

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(2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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;

(4) that, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(5) that, for the purpose of determining liability of the Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered

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therein, 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, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, 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 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Alleghany Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 14th day of June, 2006.

ALLEGHANY CORPORATION


	By:	/s/ Weston M. Hicks

Weston M. Hicks

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Rex D. Adams* Rex D. Adams	Director	June 14, 2006

/s/ Jerry G. Borrelli Jerry G. Borrelli	Vice President (principal accounting officer)	June 14, 2006

/s/ John J. Burns, Jr.* John J. Burns, Jr.	Vice Chairman of the Board of Directors	June 14, 2006

/s/ Dan R. Carmichael* Dan R. Carmichael	Director	June 14, 2006

/s/ Roger B. Gorham Roger B. Gorham	Senior Vice President (principal financial officer)	June 14, 2006

/s/ Weston M. Hicks Weston M. Hicks	President and Director (principal executive officer)	June 14, 2006

/s/ Thomas S. Johnson* Thomas S. Johnson	Director	June 14, 2006

/s/ Allan P. Kirby, Jr.* Allan P. Kirby, Jr.	Director	June 14, 2006

/s/ F.M. Kirby* F.M. Kirby	Chairman of the Board of Directors	June 14, 2006

/s/ Jefferson W. Kirby* Jefferson W. Kirby	Director	June 14, 2006

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Signature		Title	Date


/s/ William K. Lavin* William K. Lavin		Director	June 14, 2006

/s/ James F. Will* James F. Will		Director	June 14, 2006

/s/ Raymond L.M. Wong* Raymond L.M. Wong		Director	June 14, 2006

*By:	/s/ Weston M. Hicks Weston M. Hicks Attorney-in-fact

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Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
ALLEGHANY FINANCIAL CORPORATION
(originally incorporated on November 16, 1984)

FIRST: The name of the Corporation is Alleghany Corporation.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 30,000,000 of which 8,000,000 shares shall be Preferred Stock of the par value of $1.00 per share and 22,000,000 shares shall be Common Stock of the par value of $1.00 per share.

A. Preferred Stock. The Board of Directors is expressly authorized to provide for the issue of all or any shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited (which voting powers, if any, shall be subject to the provisions of Article NINTH of this Restated Certificate of Incorporation (the “Certificate of Incorporation”)), or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereon, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the holders of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”) (after giving effect to the provisions of Article NINTH of this Certificate of Incorporation), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

B. Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and, except as set forth in Article NINTH of this Certificate of Incorporation, each share of Common Stock shall have one vote.

FIFTH: A. Number election and terms of directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the vote of in excess of three-quarters (75%) of the Whole Board (as defined in Article EIGHTH). The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the 1987 annual meeting of stockholders, the term of office of the second class to expire at the 1988 annual meeting of stockholders and the term of office of the third class to expire at the 1989 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1987 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy was created.

B. Stockholder nomination of director candidates and introduction of business. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws of the Corporation.

C. Newly created directorships and vacancies. Subject to the rights of the holders of any series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which such director has been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

D. Removal. Subject to the rights of the holders of any series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 75 percent of the voting power of all of the then outstanding shares of the Voting Stock (after giving effect to the provisions of Article NINTH of this Certificate of Incorporation), voting together as a single class.

SIXTH: In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter, amend and repeal the By-

Laws of the Corporation, except for Article II, Section 8 of the By-Laws of the Corporation, pursuant to a resolution adopted by the vote of a majority of the Whole Board.

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock, (A) any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders and (B) special meetings of stockholders of the Corporation may be called only in the manner provided in the By-Laws of the Corporation.

EIGHTH: A. Anything in this Certificate of Incorporation to the contrary notwithstanding, in addition to any vote that may be required by statute or otherwise, the affirmative vote of the holders of at least 75 percent of the voting power of the outstanding shares of Voting Stock (after giving effect to the provisions of Article NINTH of this Certificate of Incorporation), voting as a single class, shall be required in order to authorize:

(1) the merger or consolidation of the Corporation with or into any other corporation; provided, however, that this subsection (A)(1) shall not apply to any merger in which the Corporation is the survivor or successor if the merger does not reclassify or change the nature or ownership, including number of such shares, of the Voting Stock of the Corporation outstanding immediately prior to such merger or effect any one or more of the actions otherwise provided for in this section (A);

(2) the dissolution of the Corporation;

(3) any sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation;

(4) the amendment, alteration, change or repeal of any provision of this Certificate of Incorporation; provided, however, that Section D of Article NINTH may be amended, altered, changed or repealed to the extent and upon the vote provided for therein;

(5) the amendment, alteration, change or repeal of any provision of the By-Laws of the Corporation by the stockholders of the Corporation;

(6) any purchase, sale, lease, exchange or other acquisition or disposition (other than by way of dividends or other pro rata distributions to stockholders or pursuant to a tender offer or exchange offer made to all stockholders on the same terms) of assets having a “value,” as hereinafter defined, of $12 million or more by (i) the Corporation or any Subsidiary, as hereinafter defined, of, or other entity controlled by, the Corporation, to or from (ii) any “10% Stockholder,” as hereinafter defined, or any “Affiliate,” as hereinafter defined, of a 10% Stockholder, whether in one transaction or a series of related transactions with such 10% Stockholder or one or more of such 10% Stockholder’s Affiliates; or

(7) any issuance of Voting Stock of the Corporation (whether authorized but unissued or Treasury stock), or any security convertible into such Voting Stock, to any 10% Stockholder or Affiliate of a 10% Stockholder; provided,

however, that this subsection (A)(7) shall not apply to any issuance of Voting Stock of the Corporation pursuant to (i) an offering to common stockholders of the Corporation pro rata according to their respective holdings of Voting Stock, or (ii) shares issued pursuant to the Corporation’s Long Term Incentive Plan assumed by the Corporation in connection with the liquidation of Alleghany Corporation, or any bona fide employee compensation or benefit plan which is adopted by the Corporation in the ordinary course and is approved by the vote of holders of a majority of the outstanding shares of Voting Stock of the Corporation, or (iii) shares issued pursuant to the Directors’ Stock Option Plan of the Corporation, or any bona fide director compensation or benefit plan which is adopted by the Corporation in the ordinary course and is approved by the vote of the holders of a majority of the outstanding shares of Voting Stock of the Corporation;

provided, however, that subsections (A)(6) and (A)(7) shall not apply to any transaction with a 10% Stockholder or its Affiliates which is approved by a majority of a quorum of the Whole Board of Directors, such majority consisting of Continuing Directors, as hereinafter defined.

B. For the purposes of subsection (A) of this Article EIGHTH, the following terms shall have the following meanings:

(1) A “person” means any individual, limited partnership, general partnership, corporation or other firm or entity.

(2) “10% Stockholder” shall mean any person who or which is the beneficial owner (as hereinafter defined), directly or indirectly, of more than 10% of the outstanding Voting Stock of the Corporation; provided, however, that the term “10% Stockholder” shall not include the Corporation, or any subsidiary of, or other entity controlled by, the Corporation. For the purpose hereof, any corporation, person or other entity shall be deemed to own or control any shares of capital stock of the Corporation which are owned or controlled by its “Affiliates.”

(3) An “Affiliate” of another person shall mean any person (i) which would be an “affiliate” as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as in effect on November 1,1986 or (ii) with which such other person has any agreement, arrangement or understanding with respect to the acquisition or disposition of stock or assets of the Corporation or the holding or voting of stock of the Corporation; provided, however, that the term “Affiliate” shall not include the Corporation or any subsidiary of, or other entity controlled by, the Corporation.

(4) A person shall be a “beneficial owner” of, and shall “Beneficially Own,” any Voting Stock:

(i) which such person or any of its Affiliates beneficially owns, directly or indirectly within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on November 1, 1986; or

(ii) which such person or any of its Affiliates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding (but neither such person nor any such Affiliate shall be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, and with respect to which shares neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or

(iii) which are beneficially owned, directly or indirectly, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on November 1, 1986, by any other person with which such person or any of its Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (other than solely by reason of a revocable proxy as described in subparagraph (ii) of this subparagraph (4)) or disposing of any shares of Voting Stock.

provided, however, that in the case of any employee stock ownership or similar plan of the Corporation or of any Subsidiary in which the beneficiaries thereof possess the right to vote any shares of Voting Stock held by such plan, no such plan nor any trustee with respect thereto (nor any Affiliate of such trustee), solely by reason of such capacity of such trustee, shall be deemed, for any purposes hereof, to beneficially own any shares of Voting Stock held under any such plan.

(5) “Value’ shall mean the aggregate cash and non-cash consideration given or to be given by the Corporation, and/or any Subsidiary or other entity controlled by the Corporation, in connection with the transaction, determining the value of non-cash consideration as follows: (i) readily marketable securities at their average daily closing market price during the six months prior to the date the determination is to be made, (ii) non-marketable equity securities, and marketable equity securities for which there is not an established market, at the higher of their book value, redemption price, or liquidation preference, (iii) bonds or other evidences of indebtedness at the full principal amount thereof plus an amount equal to the aggregate of all interest payments to be made thereunder in excess of the prime rate of Citibank, N.A. as then in effect, (iv) guarantees or assumptions of the obligations or liabilities of any person at the aggregate amount of all payments that may be made pursuant thereto, (v) lease or rental obligations at the aggregate amount of all payments to be made thereunder, and (vi) all other non-cash assets at the higher of (x) their carrying value on the balance sheet of the Corporation or (y) if appraised by the Corporation within one (1) year prior to the date the determination is to be made, their appraised fair market value.

(6) For the purposes of determining whether a person is a 10% Stockholder pursuant to paragraph (2) of this Section B, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned

through application of paragraph (4)(ii) of this Section B but shall not include any other unissued shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise.

(7) “Subsidiary” means any corporation which is controlled, directly or indirectly, through one or more intermediaries, by the Corporation.

(8) “Continuing Director” means any member of the Board of Directors of the Corporation who is not an Affiliate of the 10% Stockholder and was a member of the Board or the Board of Alleghany Corporation prior to, and has served continuously since, the time that the 10% Stockholder first became a 10% Stockholder, or, if earlier, the time that such 10% Stockholder first became the beneficial owner of more than 10% of the outstanding Voting Stock of Alleghany Corporation.

(9) “Whole Board’’ means the total number of directors which this Corporation would have if there were no vacancies.

C. The Board of Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article EIGHTH.

NINTH: A. (1) So long as any person (as defined in Article EIGHTH of this Certificate of Incorporation) is the beneficial owner (as defined in Article EIGHTH of this Certificate of Incorporation) of more than 15% of the voting power of the then outstanding shares of Voting Stock (determined without giving effect to the provisions of this Article NINTH), the record holders of any shares Beneficially Owned by such person (hereinafter a “Substantial Stockholder”) shall have limited voting rights on any matter requiring their vote or consent. With respect to each vote in excess of 15% of the voting power of the then outstanding shares of Voting Stock which such record holders would be entitled to cast without giving effect to this Article NINTH, such record holders in the aggregate shall be entitled to cast only one tenth (1/10) of a vote and the aggregate voting power of such record holders, so limited, for all shares of Voting Stock Beneficially Owned by the Substantial Stockholder shall be allocated proportionately among such record holders. For each such record holder, this allocation shall be accomplished by multiplying the aggregate voting power, as so limited, of the outstanding shares of Voting Stock Beneficially Owned by the Substantial Stockholder by a fraction whose numerator is the number of votes represented by the shares of Voting Stock owned of record by such record holder (and which are Beneficially Owned by the Substantial Stockholder) and whose denominator is the total number of votes represented by the shares of Voting Stock Beneficially Owned by the Substantial Stockholder. A person who is a record holder of shares of Voting Stock that are Beneficially Owned simultaneously by more than one person shall have, with respect to such shares, the right to cast the least number of votes that such person would be entitled to cast under this Article NINTH by virtue of such shares being so Beneficially Owned by any of such persons.

(2) In no event shall the record holder(s) of all shares of Voting Stock Beneficially Owned by any Substantial Stockholder collectively be entitled or permitted to cast, by virtue of their record ownership of shares of Voting Stock Beneficially Owned by such Substantial Stockholder, in excess of twenty percent of the total number of votes which the holders of all then outstanding shares of Voting Stock would (after giving effect to the provisions of paragraph (1) of this Section A) be entitled to cast. If the provisions of the preceding sentence shall have the effect of reducing the total number of votes which the record holder(s) of shares of Voting Stock Beneficially Owned by such Substantial Stockholder shall be entitled to cast, such reduction shall be effected, and the number of votes which such record holder(s) shall be entitled to cast by reason of this paragraph (2) of this Section A shall be determined, in accordance with the provisions of paragraph (1) of this Section A.

B. A majority of the Whole Board shall have the power to construe and apply the provisions of this Article NINTH and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of Voting Stock Beneficially Owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in the definition contained in Article EIGHTH of the terms “beneficial owner” and “Beneficially Owned,” (iv) the application of any other definition or operative provision of Article EIGHTH or this Article NINTH to the given facts, or (v) any other matter relating to the applicability or effect of this Article NINTH. In furtherance thereof, the Board may request that any person who after reasonable inquiry is believed to be a Substantial Stockholder (or holds of record shares of Voting Stock Beneficially Owned by any Substantial Stockholder) supply the Corporation with complete information as to (i) the record holder(s) of all shares Beneficially Owned by such person who is so believed to be a Substantial Stockholder, (ii) the number of, and class or series of, shares Beneficially Owned by such person who is so believed to be a Substantial Stockholder and held of record by each such record holder and the number(s) of the stock certificate(s) evidencing such shares, and (iii) any other factual matter relating to the applicability or effect of this Article NINTH, as may reasonably be requested of such person. Any construction, application or determination made by the Board of Directors pursuant to this Article NINTH in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its stockholders, including any Substantial Stockholder.

C. In the event any Section (or portion thereof) of this Article NINTH shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Article NINTH shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of this Corporation and its stockholders that each such remaining provision (or portion thereof) of this Article NINTH remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including Substantial Stockholders, notwithstanding any such finding.

D. Notwithstanding anything to the contrary herein, this Article NINTH will expire the day after the annual meeting of stockholders of the Corporation in 1990 or any adjournments thereof, unless, prior thereto, this Section D shall have been deleted from this Article NINTH, or amended for the sole purpose of delaying such expiration, by the affirmative vote of a majority of the voting power of all the then outstanding shares of Voting Stock (after giving effect to the provisions of Section A of this Article NINTH), voting as a single class.

TENTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Section A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

B. (1) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (2) of this Section B with respect to proceedings seeking to

enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section B shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section B or otherwise.

(2) If a claim under paragraph (1) of this Section B is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(3) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section B shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

(4) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to

indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

(5) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section B with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ELEVENTH: In addition to any other considerations which the Board of Directors may lawfully take into account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the interests of creditors, customers, employees and other constituencies of the Corporation and its subsidiaries and the effect upon communities in which the Corporation and its subsidiaries do business.

TWELFTH: In furtherance and not in limitation of the powers conferred by law or in this Certificate of Incorporation, the Board of Directors (and any committee of the Board of Directors) is expressly authorized, to the extent permitted by law, to take such action or actions as the Board or such committee may determine to be reasonably necessary or desirable to (A) encourage any person (as defined in Article EIGHTH of this Certificate of Incorporation) to enter into negotiations with the Board of Directors and management of the Corporation with respect to any transaction which may result in a change of control of the Corporation which is proposed or initiated by such person or (B) contest or oppose any such transaction which the Board of Directors or such committee determines to be unfair, abusive or otherwise undesirable with respect to the Corporation and its business, assets or properties or the stockholders of the Corporation, including, without limitation, the adoption of such plans or the issuance of such rights, options, capital stock, notes, debentures or other evidences of indebtedness or other securities of the Corporation, which rights, options, capital stock, notes, evidences of indebtedness and other securities (i) may be exchangeable for or convertible into cash or other securities on such terms and conditions as may be determined by the Board or such committee and (ii) may provide for the treatment of any holder or class of holders thereof designated by the Board of Directors or any such committee in respect of the terms, conditions, provisions and rights of such securities which is different from, and unequal to, the terms, conditions, provisions and rights applicable to all other holders thereof.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter provided herein or by statute, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as amended are granted subject to the rights reserved in this Article.

IN WITNESS WHEREOF, the Restated Certificated of Incorporation, having been recommended and approved by the Board of Directors and adopted by the sole stockholder of the Corporation in accordance with the provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law, has been executed on this 19 ^th day of December, 1986.


	ALLEGHANY FINANCIAL CORPORATION
	By:	/s/ David B. Cuming
		David B. Cuming
		President

Attest:


/s/ Jared C. Horton
Jared C. Horton
Secretary

This Restated Certificate of Incorporation was accepted and received for filing by the Secretary of State of Delaware on December 22, 1986.

Exhibit 5.1

DEWEY BALLANTINE LLP

1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
TEL 212 259-8000 FAX 212 259-6333

June 14, 2006

Alleghany Corporation
7 Times Square Tower
New York, NY 10036

Ladies and Gentlemen:

We have acted as counsel for Alleghany Corporation, a Delaware corporation (the “Corporation”), in connection with the filing by the Corporation with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time of (i) shares of common stock, par value $1.00 per share, of the Corporation (the “Common Stock”) and (ii) shares of preferred stock, par value $1.00 per share, of the Corporation (collectively with the Common Stock, the “Securities”). The Registration Statement includes the Corporation’s prospectus (the “Prospectus”), which shall be supplemented from time to time by one or more prospectus supplements.

We are familiar with the proceedings of the Corporation relating to the authorization and issuance of the Securities. 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.

Based upon the foregoing, we are of the opinion that the Securities have been duly authorized and, when issued and sold by the Corporation in the manner contemplated by the Registration Statement, the Prospectus and any applicable prospectus supplement, will be legally issued, fully paid and nonassessable.

We are members of the Bar of the State of New York, and in expressing the foregoing opinion, we are not passing upon the laws of any jurisdiction other than the Delaware General Corporation Law.

The foregoing opinion is rendered as of the date hereof, and we disclaim any obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we come within the category

NEW YORK WASHINGTON, D.C. LOS ANGELES EAST PALO ALTO HOUSTON AUSTIN

LONDON WARSAW FRANKFURT MILAN ROME BEIJING PRAGUE (Associated Office)

Alleghany Corporation
June 14, 2006
Page 2

of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


	Very truly yours, DEWEY BALLANTINE LLP

Exhibit 10.1

ALLEGHANY CORPORATION
RETIREMENT COLA PLAN

(January 1, 1992)

Article I

DEFINITIONS

1.01 “Beneficiary” means the person or persons, if any, who will receive a survivor annuity under the Pension Plan following the Participant’s death.

1.02 “Company” means Alleghany Corporation or any predecessor thereof.

1.03 “CPIU” means the U.S. City Average All Items Consumer Price Index for all Urban Consumers, published by the U.S. Department of Labor, Bureau of Labor Statistics, or any successor index designated by the Department of Labor in 29 C.F.R. § 2510.3-2(g)(3)(vi).

1.04 “Effective Date” means January 1, 1992.

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

1.06 “Maximum Supplemental Payment” means the largest Supplemental Payment which may be paid to a Participant under the Plan in respect of a particular quarter, as determined under Article III.

1.07 “Participant” means any former employee of the Company who is currently receiving a retirement benefit under the Pension Plan and who has been selected for

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participation in this Plan by the Plan Administrator, as described in Article II.

1.08 “PBA” means the pension benefit amount under the Pension Plan used to determine the Maximum Supplemental Payment under Article III.

1.09 “Pension Plan” means the Retirement Plan of Alleghany Corporation in effect on December 31, 1988, any plan designated therein as a “Prior Plan,” the Supplemental Pension Benefit Plan, the Alleghany Corporation Retirement Plan and the Alleghany Corporation Supplemental Retirement Plan.

1.10 “Plan” means this Alleghany Corporation Retirement COLA Plan, as from time to time amended and in effect.

1.11 “Plan Administrator” means the person serving from time to time as the Chief Executive Officer of the Company, or if no person is so serving at the time of reference, then the Company.

1.12 “Supplemental Payment” means additional retirement income paid to a Participant or a Beneficiary under Article II.

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Article II

PARTICIPATION; SUPPLEMENTAL PAYMENTS

No individual, whether or not receiving a retirement benefit under the Pension Plan, shall have any right to participate in this Plan. The former employees who shall participate in this Plan shall be determined by the Plan Administrator in his sole discretion.

If the Plan Administrator determines that a former employee shall participate in the Plan, the Plan Administrator in his sole discretion, shall also determine the amount of Supplemental Payments to be made under the Plan to the Participant on or after the Effective Date. The Plan Administrator may also determine, in his sole discretion, to make Supplemental Payments to a Beneficiary of a Participant. Payments under this Plan shall be made quarterly, or over any other periods, at the sole discretion of the Plan Administrator.

The Plan Administrator, in his sole discretion, may terminate the participation in this Plan of any Participant or Beneficiary of any Participant or reduce or terminate the Supplemental Payments to any Participant or Beneficiary of any Participant.

The Plan Administrator shall cause the names of any selected Participants and Beneficiaries, along with the

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amounts of Supplemental Payments to be made to them from time to time, to be set forth on Appendix A annexed hereto. Neither this Plan nor Appendix A hereto shall vest any enforceable right in any Participant or Beneficiary.

ARTICLE III

LIMITS ON SUPPLEMENTAL PAYMENTS

3.01 Maximum Supplemental Payment . In no event shall the Supplemental Payment to any Participant in respect of any calendar quarter exceed the Participant’s Maximum Supplemental Payment. A Participant’s Maximum Supplemental Payment in respect of any calendar quarter shall be the sum of:

(a) the product of three (3) times the percentage change in the CPIU times the “PBA” (as hereinafter defined), in accordance with the following formula:


Maximum Supplemental Payment =	a-b	x PBA x 3,
	b

where “a” is the CPIU for the month preceding the month in which the payment is to be made and “b” is the CPIU for the first full month the Participant was in pay status under the Pension Plan plus

(b) the “Catch-up Payment” (as hereinafter defined).

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A Participant’s “PBA” shall be determined as follows: (i) if the Participant elected an annuity form of payment under the Pension Plan, the PBA shall be the amount of the pension benefit payable for the first full month that he or she was in pay status, (ii) if the Participant elected a single sum payment, the PBA shall be the amount that would have been payable monthly under the Pension Plan on the date of that distribution in the form of a single life annuity, or in the case of a married Participant, a joint and survivor annuity, and (iii) if the Participant elected to receive a series of distributions other than a monthly annuity, the PBA shall be determined for each such distribution in the manner set forth in clause (ii) hereof.

The “Catch-up Payment” shall be (a) the sum of all of the monthly amounts which would have been paid to the Participant hereunder if his Supplemental Payments for each month, commencing with the month in which his or her benefit under the Pension Plan was in pay status, equalled the Maximum Supplemental Payments, less (b) the sum of any Company payments (whether or not made pursuant to this Plan) to supplement his or her retirement income for cost of living increases.

3.02 Payments to Beneficiaries . If the Plan Administrator elects to make Supplemental Payments to any

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Participant’s Beneficiary, the payments to such Beneficiary shall be subject to the limits of Section 3.01, based on the “Beneficiary’s PBA.” The “Beneficiary’s PBA” shall mean (a) the amount of pension benefit payable monthly in the form of a survivor annuity to the Beneficiary for the first full month that he or she begins to receive that annuity, reduced by (b) any increases incorporated as part of the survivor annuity under the Pension Plan since the Participant entered pay status, or since the Participant’s date of death, if earlier.

3.03 DOL Regulation Overrides . The provisions of this Article III are intended solely to reflect the regulatory requirements promulgated by the Department of Labor under section 3(2) of ERISA, which are codified at 29 C.F.R. § 2510.3-2(g). To the extent that the terms of such regulation shall be amended or shall otherwise conflict with this Article III, the terms of that regulation shall govern and be incorporated herein by reference.

Article IV

SOURCE OF PLAN PAYMENTS

All Supplemental Payments shall be made solely from the general assets of the Company. All Supplemental Payments are wholly discretionary with the Company, and the Company shall have no obligation to fund or pay any Plan benefit.

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Benefits under this Plan are not subject to “vesting”; no Participant or Beneficiary shall have any right to receive, or any enforceable claim for, any Supplemental Payment under this Plan.

Article V

PLAN ADMINISTRATION

5.01 Named Fiduciary . The named fiduciary of the Plan (within the meaning of Section 402(a)(2) of ERISA) is the Plan Administrator. The Plan Administrator shall have sole fiduciary responsibility with respect to the administration of the Plan.

5.02 Administrative Powers . The Plan Administrator shall have the power to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan, including without limitation, the following:

(a) To make and enforce such rules and regulations as he shall deem necessary or proper for the efficient administration of the Plan;

(b) To interpret the Plan and its regulations; and

(c) To delegate to one or more persons the authority to act as a fiduciary under the Plan, with such duties, powers and authority relative to the administration of the Plan as the Plan Administrator shall determine, and in

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so doing to limit his own duties and responsibilities to the extent specified in such appointment.

The Plan Administrator shall have ultimate authority to construe Plan terms and to determine the eligibility for Plan benefits.

5.03 Plan Administrator Records . The Plan Administrator shall keep or cause to be kept all data, records and documents relating to the administration of the Plan. The Plan’s fiscal records shall be maintained on a calendar year basis, and the calendar year shall be the “Plan Year.”

5.04 Employment of Experts . The Plan Administrator may employ or engage such independent actuary, accountant, counsel, other experts or persons as the Plan Administrator may deem necessary in connection with discharging his duties under the Plan, and reasonable expenses therefor shall be paid by the Company.

5.05 Plan Administrator Compensation . The Plan Administrator shall not be compensated by the Company for his services as such.

5.06 Indemnification of Plan Administrator . The Company shall indemnify and hold harmless to the fullest extent permitted by law the Plan Administrator, and any employee of the Company to whom fiduciary responsibilities,

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damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against him by reason of his occupying or having occupied fiduciary positions in connection with the Plan, except that no indemnification shall be provided if that individual personally profited from any act or transaction in respect of which indemnification is sought.

5.07 Claims Review Authority and Procedures . The Plan Administrator shall determine benefits under the Plan and, within 90 days after receipt of a claim for benefits, provide any claimant whose claim is wholly or partially denied written notice of such decision setting forth: (i) the specific reason or reasons for the denial; (ii) specific references to the pertinent Plan provisions, if any, on which the denial is based; (iii) a description of any additional material or information which may be necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the following claims review procedure:

Any claimant whose claim has been denied in whole or in part, or his duly authorized representative, may appeal such denial by making within 60 days a written application to

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the Plan Administrator. In connection with any such appeal the claimant or his duly authorized representative may review pertinent documents and submit issues and comments in writing. The Plan Administrator shall review and make the final decision with respect to any claim so appealed. The decision on review shall be made no later than 60 days after the Plan Administrator’s receipt of a request for review. Such decision shall be in writing and shall include specific reference to the pertinent plan provisions on which the decision is based.

5.08 Binding Action . To the fullest extent permitted by law, all actions taken and decisions made by the Plan Administrator shall be final, conclusive and binding on all persons having any interest in the Plan or in any benefits payable thereunder.

Article VI

AMENDMENT OR TERMINATION

The Plan is entirely voluntary on the part of the Company and the Plan’s continuance is not a contractual obligation of the Company. The Plan Administrator may at any time terminate the Plan, without notice and for any reason,

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in whole or in part. The Plan Administrator may, at any time, or from time to time, whether upon termination or otherwise, modify or amend the Plan in any manner, whether prospectively or retroactively, without notice and for any reason, in whole or in part; provided, however, that without the approval of the Board of Directors of the Company, the Plan Administrator may not modify or amend Section 1.09, Article III or this Article VI. Any amendment of the Plan shall be effectuated and evidenced by a certificate setting forth such amendment and executed by the Plan Administrator, and any approval of such amendment by the Board of Directors of the Company shall be evidenced by the adoption of a resolution of the Board of Directors of the Company.

Article VII

LIMITATION OF ASSIGNMENT

7.01 Spendthrift Provision . Benefits hereunder shall be fully protected against third-party claims of all sorts, direct or otherwise, and none of the benefits provided hereunder to any person shall be assignable or transferable voluntarily, nor shall they be subject to the claims of any creditor whatsoever, nor subject to attachment, garnishment or other legal process by any creditor or to the jurisdiction of any bankruptcy court or any insolvency proceedings by

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operation of law, or otherwise, and no person shall have any right to alienate, anticipate, pledge, commute, or encumber any of such benefits voluntarily or involuntarily.

7.02 Incompetence of Participant or Beneficiary . If the Plan Administrator receives evidence satisfactory to him that a person entitled to receive any payment under the Plan is legally incompetent to receive such payment and to give valid release therefor, such payment may be made to the guardian, committee, or other representative of such person duly appointed by a court of competent jurisdiction, or, in the sole discretion of the Plan Administrator, such payment may be forfeited. If a person or institution other than a guardian, committee, or other representative of such person who has been duly appointed by a court of competent jurisdiction is then maintaining or has custody of such incompetent person, the payment may be made to such other person or institution and the release of such other person or institution shall be valid and complete discharge for the payment.

Article VIII

MISCELLANEOUS

8.01 Governing Laws . Except as otherwise provided by Section 514 of ERISA, this Plan and all provisions thereof

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shall be construed and administered according to the laws of the State of New York.

8.02 Necessary Parties . The Company, the Plan and the Plan Administrator, as the case may be, shall be the only necessary parties in any litigation involving the Plan, unless otherwise required by law.

8.03 Titles and Headings not to Control . The titles to the Articles and the headings of Sections in the Plan are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather that such titles or headings, shall control.

8.04 Gender and Person . The masculine pronoun shall include the feminine, the feminine pronoun shall include the masculine and the singular shall include the plural wherever the context so requires.

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ALLEGHANY CORPORATION RETIREMENT COLA PLAN

APPENDIX A


		Quarterly
Name of		Supplemental
Eligible Participant		Benefit Payable

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Exhibit 10.2

ALLEGHANY CORPORATION
AMENDED AND RESTATED
DIRECTORS’ STOCK OPTION PLAN

1. Purpose . The purpose of the Alleghany Corporation Amended and Restated Directors’ Stock Option Plan (the “Plan”) is to advance the interests of Alleghany Corporation (the “Company”) and its stockholders by encouraging increased stock ownership by members of the Board of Directors (the “Board”) of the Company who are not employees of the Company or any of its subsidiaries, in order to promote long-term stockholder value through continuing ownership of the Company’s common stock.

2. Administration . The Plan shall be administered by the Board. The Board shall have all the powers vested in it by the terms of the Plan, such powers to include authority (within the limitations described herein) to prescribe the form of the agreement embodying awards of nonqualified stock options made under the Plan (“Options”). The Board shall have the power to construe the Plan, to determine all questions arising thereunder and, subject to the provisions of the Plan, to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Board in the administration of the Plan shall be final and conclusive. The Board may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or the Secretary or any other officer of the Company to execute and deliver documents on behalf of the Company. No member of the Board shall be liable for anything done or omitted to be done by him or by any other member of the Board in connection with the Plan, except for his own willful misconduct or as expressly provided by statute.

3. Participation . Each member of the Board of the Company who is not an employee of the Company or any of its subsidiaries (a “Non-Employee Director”) shall be eligible to receive an Option in accordance with Paragraph 5 below. As used herein, the term “subsidiary” means any corporation at least 40 percent of whose outstanding voting stock is owned, directly or indirectly, by the Company.

4. Awards under the Plan . (a) Types of Awards . Awards under the Plan shall consist only of Options, which are rights to purchase shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”). Such Options are subject to the terms, conditions and restrictions specified in Paragraph 5 below.

(b) Maximum Number of Shares That May Be Issued . There may be issued under the Plan pursuant to the exercise of Options granted after April 20, 1993 an aggregate of not more than 75,000 shares of Common Stock, subject to adjustment as provided in Paragraph 6 below.

(c) Rights With Respect to Shares . A Non-Employee Director to whom an Option is granted (and any person succeeding to such a Non-Employee Director’s rights pursuant to the Plan) shall have no rights as a stockholder with respect to any shares of

Common Stock issuable pursuant to any such Option until the date of the issuance of a stock certificate to him for such shares. Except as provided in Paragraph 6 below, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

5. Nonqualified Stock Options . Each Option granted under the Plan shall be evidenced by an agreement in such form as the Board shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions:

(a) The Option exercise price shall be the fair market value of the shares of Common Stock subject to such Option on the date the Option is granted, which shall be the average of the high and the low sales prices of a share of Common Stock on the date of grant as reported on the New York Stock Exchange Composite Transactions Tape or, if the New York Stock Exchange is closed on that date, on the last preceding date on which the New York Stock Exchange was open for trading.

(b) The term of any Option shall be determined by the Board of Directors, but in no event shall any Option be exercisable more than ten years after the date on which it was granted.

(c) As of the first business day after the conclusion of each annual meeting of stockholders of the Company, each Non-Employee Director shall automatically receive an Option for 1,000 shares of Common Stock; provided, however, that any Options granted under the Plan prior to any required approval by the stockholders of the Company shall be conditioned upon such approval.

(d) Prior to stockholder approval of the Plan, the Option shall not be transferable by the optionee. Thereafter, the Option shall be transferable only by will or the laws of descent and distribution, and shall be exercisable during the optionee’s lifetime only by him.

(e) The Option shall not be exercisable:

(i) before the expiration of one year from the date it is granted or after the expiration of ten years from the date it is granted and, subject to prior stockholder approval in accordance with Paragraph 10 below, may be exercised during such period as follows: one-third (33-1/3 percent) of the total number of shares of Common Stock covered by the Option shall become exercisable each year beginning with the first anniversary of the date it is granted; provided that an Option shall automatically become immediately exercisable in full when the Non-Employee Director ceases to be a Non-Employee Director for any reason other than death;

(ii) unless payment in full is made for the shares of Common Stock being acquired thereunder at the time of exercise; such payment shall be made

(A) in United States dollars by cash or check, or

(B) in lieu thereof, by tendering to the Company shares of Common Stock owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the average of the high and the low sales prices of a share of Common Stock on the date of exercise as reported on the New York Stock Exchange Composite Transactions Tape, or, if the New York Stock Exchange is closed on that date, on the last preceding date on which the New York Stock Exchange was open for trading, or

(iii) unless the person exercising the Option has been, at all times during the period beginning with the date of grant of the Option and ending on the date of such exercise, a Non-Employee Director of the Company, except that

(A) if such person shall cease to be such a Non-Employee Director for reasons other than death, while holding an Option that has not expired and has not been fully exercised, such person, at any time within one year of the date he ceased to be such a Non-Employee Director (but in no event after the Option has expired under the provisions of subparagraph 5(e)(i) above), may exercise the Option with respect to any shares of Common Stock as to which he has not exercised the Option on the date he ceased to be such a Non-Employee Director; or

(B) if any person to whom an Option has been granted shall die holding an Option that has not been fully exercised, his executors, administrators, heirs or distributees, as the case may be, may, at any time within one year after the date of such death (but in no event after the Option has expired under the provisions of subparagraph 5(e)(i) above), exercise the Option with respect to any shares of Common Stock as to which the decedent could have exercised the Option at the time of his death.

6. Dilution and other Adjustments . In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other similar event (including without limitation the stock dividend to be paid by the Company on April 26, 1993), the number or kind of shares that may be issued under the Plan pursuant to subparagraphs 4(a) and 4(b) above shall be automatically adjusted to give effect to the occurrence of such event, and the number or kind of shares subject to, or the Option price per share under, any outstanding Option

(including without limitation the stock dividend to be paid by the Company on April 26, 1993) shall be automatically adjusted so that the proportionate interest of the participant shall be maintained as before the occurrence of such event; such adjustment in outstanding Options shall be made without change in the total Option exercise price applicable to the unexercised portion of such Options and with a corresponding adjustment in the Option exercise price per share, and such adjustment shall be conclusive and binding for all purposes of the Plan.

7. Miscellaneous Provisions .

(a) Except as expressly provided for in the Plan, no Non-Employee Director or other person shall have any claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to be retained in the service of the Company.

(b) A participant’s rights and interest under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except, in the event of a participant’s death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant.

(c) No shares of Common Stock shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal, state and other securities laws.

(d) It shall be a condition to the obligation of the Company to issue shares of Common Stock upon exercise of an Option, that the participant (or any beneficiary or person entitled to act under subparagraphs 5(e)(iii)(B) above) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, the Company may refuse to issue shares of Common Stock.

(e) The expenses of the Plan shall be borne by the Company.

(f) The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of shares upon exercise of any Option under the Plan and issuance of shares upon exercise of Options shall be subordinate to the claims of the Company’s general creditors.

(g) By accepting any Option or other benefit under the Plan, each participant and each person claiming under or through him shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, the Plan, the terms and

conditions of any agreement embodying awards of Options and any action taken under the Plan by the Company or the Board.

(h) The masculine pronoun means the feminine and the singular means the plural wherever appropriate.

(i) The appropriate officers of the Company shall cause to be filed any reports, returns or other information regarding Options hereunder or any shares of Common Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or any other applicable statute, rule or regulation.

8. Amendment or Discontinuance . The Plan may be amended at any time and from time to time by the Board as the Board shall deem advisable; provided, however, that (a) except as provided in Paragraph 6 above, the Board may not, without further approval by the stockholders of the Company in accordance with Paragraph 10 below, increase the maximum number of shares of Common Stock as to which Options may be granted under the Plan, reduce the minimum Option exercise price described in subparagraph 5(a) above, extend the period during which Options may be granted or exercised under the Plan or change the class of persons eligible to receive Options under the Plan; and (b) Paragraph 3 and subparagraphs 5(a) and 5(d) shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, or the rules under either of such laws. No amendment of the Plan shall materially and adversely affect any right of any participant with respect to any Option theretofore granted without such participant’s written consent.

9. Termination . The Plan shall terminate upon the earlier of the following dates or events to occur:

(a) upon the adoption of a resolution of the Board terminating the Plan; or

(b) December 31, 1999.

No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his consent, under any Option theretofore granted under the Plan.

10. Stockholder Approval . The Plan shall be submitted to the stockholders of the Company for their approval. Except to the extent otherwise required by the Company’s Restated Certificate of Incorporation or the Company’s By-Laws, the stockholders shall be deemed to have approved the Plan if and when it is approved at a meeting of the stockholders by a majority of the voting power of the Voting Stock (all as defined in the Company’s Restated Certificate of Incorporation) present in person or represented by proxy and entitled to vote at such meeting.

Amended and Restated
April 20, 1993

Exhibit 10.3

ALLEGHANY CORPORATION OFFICERS AND DIRECTORS
DEFERRED COMPENSATION PLAN

Alleghany Corporation Officers and Directors Deferred Compensation Plan (the “Plan”), effective as of January 1, 2002, provides for unfunded deferred compensation arrangements for officers and directors of Alleghany Corporation, a Delaware corporation (“Alleghany”), as well as a savings benefit for officers of Alleghany.

1. Purposes of the Plan .

The purposes of the Plan are (i) to provide a means to defer a portion of the compensation of the officers and directors of Alleghany and (ii) to provide a savings benefit for officers of Alleghany.

2. Administration of the Plan .

The Plan shall be administered by an officer of Alleghany (the “Plan Administrator”) appointed by the Board of Directors of Alleghany (the “Board”) to serve as administrator under the direction of the Board (the “Plan Administrator”). The Board shall have full power and authority to interpret, construe, administer, and amend the Plan, provided, however, that no amendment to the Plan shall reduce the benefits to which any Participant (as defined below) may be entitled hereunder, and the Board’s interpretation and construction thereof and actions taken thereunder shall be binding on all persons for all purposes.

3. Participation .

All officers who have completed one year of full-time service and other officers selected by the Board (“Savings Benefit Participants”) shall participate in the Plan in respect of the savings benefit described in section 4(b) hereof, and directors (“Director Participants”) and

officers (“Officer Participants”) of Alleghany shall be eligible to participate in the Plan by deferring amounts described in section 4(c) hereof. The term “Participants” as used in the Plan shall include Savings Benefit Participants, Director Participants and Officer Participants collectively.

4. Deferred Compensation .

(a) Prime Rate Accounts . Alleghany shall establish in respect of each Savings Benefit Participant a separate book reserve account (“Savings Benefit Prime Rate Account”), and shall credit to such Savings Benefit Prime Rate Account (or if section 4(e) shall apply, to the Savings Benefit Common Stock Account described thereunder), for eventual payment on the basis set forth in section 4(f) hereof, the savings benefit described in section 4(b) below.

Subject to the limitations set forth in section 4(g) hereof and to such administrative rules as may be established by the Plan Administrator, each officer or director of Alleghany may from time to time enter into one or more agreements with Alleghany (“Deferred Compensation Agreements”) which in the aggregate may provide for the establishment of one or more separate book reserve accounts “Deferred Compensation Prime Rate Accounts” and for the crediting to such Deferred Compensation Prime Rate Accounts or if section 4(e) shall apply, to the Deferred Compensation Common Stock Accounts of Officer Participants described thereunder for eventual payment on the basis set forth in section 4(g) below, of the items described in section 4(c) below. Savings Benefit Prime Rate Accounts and Deferred Compensation Prime Rate Accounts are together referred to herein as “Prime Rate Accounts.”

(b) Savings Benefit . On the 30th days of March, June, September and December of each year, Alleghany will credit each Savings Benefit Prime Rate Account (or if section 4(e) shall apply, the Savings Benefit Common Stock Account described thereunder) with an amount

equal to 3.75% of the base annual salary (excluding bonuses, commissions, severance pay, amounts deferred under this section 4(b) and contributions to employee benefit plans maintained by Alleghany, but including base annual salary deferred under section 4(c)(1) below) payable to the Savings Benefit Participant by Alleghany during the quarter then ended.

(c) Optional Deferral . Deferred Compensation Agreements entered into by Officer Participants and Director Participants of Alleghany may provide for the deferral of all or any part of the following (as applicable):

(1) The base annual salary (determined as provided in section 4(b) above) payable to such person by Alleghany;

(2) Directors’ fees payable to such person by Alleghany;

(3) Entitlements of such person under the Alleghany Corporation Management Incentive Plan or any similar bonus plan of Alleghany;

(4) Entitlements of such person under the Alleghany Corporation 2002 Long-Term Incentive Plan, the Alleghany Corporation 1993 Long-Term Incentive Plan or any successor long-term incentive plan (collectively, “Long-Term Incentive Plans”); and

(5) Any cash bonus to which such person may become entitled other than pursuant to a plan referred to in section 4(c)(3) or section 4(c)(4).

Amounts described in sections 4(c)(1) through 4(c)(5) shall be credited to the specified Deferred Compensation Prime Rate Account (or if section 4(e) shall apply, to the Deferred Compensation Common Stock Account described thereunder) in lieu of payment in the ordinary course and as of the times when they would have been payable in the ordinary course. Entitlements in

Common Stock of Alleghany shall be valued at the mean between the high and low prices thereof on the New York Stock Exchange Consolidated Tape on the date of crediting.

(d) Interest . Amounts credited to a Prime Rate Account shall, while held in such Prime Rate Account, be deemed to earn interest at the prime rate compounded on an annual basis and credited to the Prime Rate Account on December 31st of each year or, if earlier, on the date of transfer or payment of amounts out of such Prime Rate Account. The “prime rate” for purposes hereof shall mean the rate of interest announced by JP Morgan Chase Bank, N.A. as its prime rate at the close of the last business day of each month, which rate shall be deemed to remain in effect through the last business day of the next month.

(e) Common Stock Accounts . Upon the request of an Officer Participant made by written notice given to the Plan Administrator, Alleghany shall establish in respect of such Officer Participant a common stock account (“Savings Benefit Common Stock Account”) to which all or a portion of the amounts described in section 4(b) shall be credited. A Deferred Compensation Agreement entered into between an Officer Participant and Alleghany may provide for the establishment of a common stock account (“Deferred Compensation Common Stock Account”) to which all or a portion of the amounts deferred thereunder shall be credited; provided , however , that the sum of the amounts credited to an Officer Participant’s Savings Benefit Common Stock Account and Deferred Compensation Common Stock Account (including amounts credited thereto in respect of dividend income) may at no time exceed an amount equal to (x) 30% of the cumulative base annual salary (determined as provided in section 4(b) above) of such Officer Participant during the period in respect of which the savings benefit referred to in section 4(b) has been credited for such Officer Participant less (y) the sum of the original credits actually paid out to such Officer Participant in accordance with the provisions of

section 4(f) hereof. Savings Benefit Common Stock Accounts and Deferred Compensation Common Stock Accounts are together referred to herein as “Common Stock Accounts.”

Amounts credited to a Common Stock Account shall, while held in such Common Stock Account, reflect the investment experience which the account would have had if the amount so designated had been invested (without commissions or other transaction expenses) and held in whole or fractional shares of common stock of Alleghany (“Alleghany Common Stock”) during such period. Common Stock Accounts shall be adjusted as appropriate to reflect cash and stock dividends, stock splits, and other similar distributions or transactions which, from time to time, occur with respect to Alleghany Common Stock during the appropriate period. Dividends and other distributions shall be automatically credited to the Common Stock Account at their cash value or the fair market value of any non-cash dividend or other distribution and shall be deemed to purchase Alleghany Common Stock on the date of payment thereof. Alleghany Common Stock shall be deemed acquired, and shall be valued for purposes of payout or transfer, at a price per share equal to the mean between the high and low prices thereof on the applicable date on the New York Stock Exchange Consolidated Tape.

Subject to rules which may be established by the Plan Administrator or by the Board, the designation of the account to which the amounts described in section 4(b) shall be credited, or the allocation of such amounts between accounts, may from time to time be changed. Subject to the provisions of section 5(h) hereof and to rules which may be established by the Plan Administrator or by the Board, an Officer Participant may direct that amounts credited to a Prime Rate Account be transferred to a Common Stock Account, or that amounts credited to a Common Stock Account be transferred to a Prime Rate Account, by written notice given to the Plan Administrator. Except as may otherwise be agreed to by the Plan Administrator, amounts

transferred as set forth above shall be paid according to the same payout schedule in effect with respect to such amounts prior to the transfer.

(f) Payout of Section 4(b) Amounts . All amounts theretofore credited to a Savings Benefit Prime Rate Account and/or to an Officer Participant’s Savings Benefit Common Stock Account shall be paid to the Participant in a lump sum (or in such installments as approved by the chief executive officer of Alleghany in his sole discretion) at the conclusion of the then current five-year savings benefit deferral period or, if earlier, upon the date of the Participant’s termination of employment with Alleghany or such date or dates after such termination as approved by the chief executive officer of Alleghany in his sole discretion. The Board may, at its sole option, cause any savings benefit deferral period to terminate at such earlier time as the Board may, in its sole discretion, determine, in which event the next succeeding five-year savings benefit deferral period shall commence on the day following the date the preceding period terminated. The first five-year savings benefit deferral period commenced on January 2, 1984 and terminated on December 15, 1988.

Subject to rules which may be established by the Plan Administrator or by the Board, a Participant may defer payment of all or a portion of the amounts otherwise payable to him (including as a result of successive deferrals) at the conclusion of each savings benefit deferral period until completion of the next succeeding savings benefit deferral period or, if earlier, until the date of the Participant’s termination with Alleghany (or such date or dates after such termination as approved by the chief executive officer of Alleghany in his sole discretion), by giving written notice to the Plan Administrator not later than six months prior to the date on which such amount would otherwise be paid.

(g) Payout of Section 4(c) Amounts . Each Deferred Compensation Agreement entered into between Alleghany and a Participant shall set forth the terms for payment in cash of amounts attributable to compensation deferred thereunder (a “Payout Schedule”) subject to the following:

(1) A Payout Schedule may provide for a lump sum payment or for payment in annual installments.

(2) Payments shall not extend beyond the year in which the Participant attains age 90.

(3) All payments shall be made in the month of January.

(4) The amount of each annual installment payment shall be computed by dividing the then balance of such Deferred Compensation Prime Rate Account and/or Deferred Compensation Common Stock Account by the number of installments remaining, including the current installment; provided, however, that a different method of computation may be specified if agreed to by Alleghany.

(5) In addition to the normal payout schedule specified with respect to such Deferred Compensation Prime Rate Account and/or Deferred Compensation Common Stock Account, special payout schedules may be specified with respect to such account to apply, respectively, in the event of (i) the Participant’s disability, (ii) his death or (iii) the termination of his employment or his ceasing to be a director of Alleghany.

(6) Notwithstanding the foregoing or any provision of any Deferred Compensation Agreement, whether in effect as of the date hereof or subsequently entered

into, the Board may at its sole option direct that payment to a Participant of amounts described in section 4(c) shall occur at such earlier time as the Board may, in its sole discretion, designate.

Deferred Compensation Agreements entered into between a Director Participant and Alleghany may provide in aggregate for payment in accordance with no more than two Payout Schedules. Deferred Compensation Agreements entered between an Officer Participant and Alleghany may provide in the aggregate for payment in accordance with no more than two Payout Schedules applicable to Deferred Compensation Prime Rate Accounts and two Payout Schedules applicable to Deferred Compensation Common Stock Accounts.

(h) Beneficiaries . A Savings Benefit Participant may designate a beneficiary to receive payment of the value of amounts credited to his Savings Benefit Prime Rate Account and/or to his Savings Benefit Common Stock Account following the Participant’s death by filing a written notice with the Plan Administrator. In the case of deferral by a Director Participant of amounts described in section 4(c), a beneficiary for each Deferred Compensation Prime Rate Account following a different Payout Schedule may be designated in the Deferred Compensation Agreement or Agreements providing for such deferral. In the case of deferral by an Officer Participant of amounts described in section 4(c), a beneficiary for each Deferred Compensation Prime Rate Account or Deferred Compensation Common Stock Account following a different Payout Schedule may be designated in the Deferred Compensation Agreement or Agreements providing for such deferral. A Participant may at any time, and from time to time, change beneficiaries by filing a written notice with the Plan Administrator.

(i) Hardship . Notwithstanding anything herein contained to the contrary, upon the request of a Participant and based on a showing of financial hardship caused by accident or illness, or by an event beyond the control of the Participant, the Board may, in its sole discretion, vary the manner and time of making the payments under section 4(g) from those provided for in the Participant’s Deferred Compensation Agreement.

(j) Deferred Compensation Agreements . Deferred Compensation Agreements shall be entered into by the parties:

(1) No later than June 15th and December 15th with respect to amounts described in sections 4(c)(1) and 4(c)(2) which would otherwise be payable during the next six calendar months;

(2) With respect to entitlements under the Alleghany Corporation Management Incentive Plan or any similar bonus plan, no later than December 15th of the year prior to the year during which the bonus is earned;

(3) With respect to entitlements under the Long-Term Incentive Plans, (i) in the case of awards of performance shares, no later than September 1 of the calendar year preceding the year in which the Participant would otherwise be entitled to payment with respect to such performance shares, and (ii) in the case of other forms of awards, as the Plan Administrator may designate;

(4) With respect to any bonus referred to in section 4(c)(5), no less than two weeks prior to the authorization of such bonus by Alleghany.

The Plan Administrator may prescribe forms of Deferred Compensation Agreement. Deferred Compensation Agreements shall be executed on behalf of Alleghany either by the Chairman of the Board or by the President of Alleghany, except that in the case of a Deferred Compensation Agreement with the Chairman of the Board such Deferred Compensation Agreement shall be executed on behalf of Alleghany by the President of Alleghany and in the case of a Deferred Compensation Agreement with the President such Deferred Compensation Agreement shall be executed on behalf of Alleghany by the Chairman of the Board of Alleghany. Subject to the provisions of section 5(h) hereof, Deferred Compensation Agreements may be amended or modified by agreement of the Participant and Alleghany, including amendments or modifications to extend or accelerate scheduled payments.

(5) General Provisions .

This Plan is intended to constitute a plan which is unfunded and is maintained by Alleghany primarily for the purpose of providing deferred compensation for the directors and officers of Alleghany, representing a select group of management or highly compensated employees of Alleghany within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Nothing in the Plan shall create, or be construed to create, a trust or fiduciary relationship of any kind between Alleghany and a Participant, his designated beneficiary, or any other person. Any amounts deferred under the Plan shall be construed for all purposes as a part of the general funds of Alleghany, and any right to receive payments from Alleghany under the Plan shall be no greater than the right of any unsecured general creditor. Alleghany may, but need not, purchase any securities or instruments as a means of hedging its obligations to any Participant under the Plan, but if it does, neither the

Participant, his beneficiary nor any other person shall have any interest therein or other right to such property. All payments hereunder shall be made in cash and no Participant shall be entitled hereunder to any shares of Alleghany Common Stock.

(b) The right of any Participant to any amount payable pursuant to this Plan shall not be assigned, transferred, pledged or encumbered except by the laws of descent and distribution.

(c) Participation in the Plan shall not be construed as conferring upon any Participant the right to continue as a director of Alleghany or in the employ of Alleghany as an executive or in any other capacity.

(d) The Board may at any time, in its sole discretion, suspend the availability of the Common Stock Account or impose limitations upon the frequency and amount of transfers to and from the Common Stock Account.

(e) No employee benefits to which a Participant would be entitled under any other employee benefit plan or arrangement maintained by Alleghany for its employees shall be decreased or modified because of the deferral of salary under the Plan.

(f) Payment by Alleghany to a Participant or to a Participant’s beneficiary or beneficiaries, as designated or otherwise determined pursuant to the provisions of the Plan, shall be binding on all interested parties and on such Participant’s heirs, executors, administrators and assigns, and shall discharge Alleghany and its directors, officers and employees from all claims, demands, actions or causes of action of every kind arising out of or on account of such Participant’s participation in the Plan, known or unknown, for himself, his heirs, executors, administrators and assigns.

(g) Notwithstanding the provisions of sections 4(f) and 4(g) hereof, but subject to section 5(h) hereof, all amounts described in sections 4(b) and 4(c) hereof and credited to a Participant’s Prime Rate Account and/or an Officer Participant’s Common Stock Account, together with interest and/or dividend income accrued thereon, shall become immediately due and payable to such Participant in the event of the liquidation of Alleghany or in the event that a petition shall be filed or a case commenced in respect of Alleghany (by Alleghany or by any other person) under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or that any court shall appoint a receiver, liquidator, trustee (or similar official of Alleghany) or order the winding-up or liquidation of the affairs of Alleghany, and such case or order shall continue unstayed and in effect for a period of sixty consecutive days.

(h) Notwithstanding any other provision hereof, the Plan Administrator shall give effect to a transfer of amounts between a Common Stock Account and a Prime Rate Account only if an Officer Participant directs such transfer by written notice given to the Plan Administrator during the period beginning on the third business day and ending on the twelfth business day following the issuance by Alleghany of a press release setting forth its quarterly or annual summary statement of sales and earnings (“Common Stock Account Transfer Period”). An amendment or modification of a Payout Schedule set forth in a Deferred Compensation Agreement providing for deferral of amounts described in section 4(c) hereof and crediting of such amounts to a Common Stock Account shall be entered into by Alleghany and an Officer Participant only during a Common Stock Account Transfer Period. The Plan Administrator may establish other rules in respect of transfers of amounts to and from Common Stock Accounts and execution of amendments to Deferred Compensation Agreements providing for crediting of

amounts to Common Stock Accounts.

(i) All amounts deferred under the Plan shall be subject to employment taxes, and all payments shall be subject to income tax withholding, if applicable. Each Participant shall make arrangements satisfactory to Alleghany with respect to the collection of such taxes with respect to all amounts deferred or payable hereunder.

(j) The Plan is the successor plan to the Alleghany Corporation Deferred Compensation Plan (the “Old Plan”). Accordingly, effective as of January 1, 2002, each separate book reserve account maintained by Alleghany pursuant to the Old Plan as of the close of business on December 31, 2001, for each person who is or was an officer or director (“Old Plan Participants”) shall be transferred to, and shall become, a separate book reserve account for such Participant under this Plan, and all amounts to which any such Old Plan Participant was therefore entitled to under the Old Plan shall instead be paid pursuant to this Plan. Further, each election and beneficiary designation of an Old Plan Participant in effect under the Old Plan shall be given effect as if made pursuant to this Plan. Finally, each reference to the Old Plan in any Deferred Compensation Agreement of an Old Plan Participant shall be deemed to refer to this Plan.

Exhibit 12.1

Statement Regarding Calculation of Ratio of Earnings to Fixed Charges

Alleghany Corporation

Ratio of Earnings to Fixed Charges

Three

months

ended

March 31,

Year ended December 31,

($in thousands)

2006

2005

2004

2003

2002

2001

Net income

$59,206.0

$52,334.0

$117,696.0

$162,378.0

$54,813.0

$224,230.0

Fixed charges

1,822.5

6,579.0

5,353.0

4,394.0

4,956.0

7,102.0

Ratio of earnings to fixed charges

32.3x

8.0x

22.0x

37.0x

11.1x

31.6x

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Alleghany Corporation:

We consent to the use of our reports dated February 27, 2006, with respect to the consolidated balance sheets of Alleghany Corporation as of December 31, 2005 and 2004, and the related consolidated statements of earnings, changes in common stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2005, and all related financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, and the effectiveness of internal control over financial reporting as of December 31, 2005, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP
New York, New York
June 13, 2006

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints F.M. Kirby, Weston M. Hicks and Robert M. Hart, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to the registration by Alleghany Corporation (the “Company”) of securities of the Company pursuant to a Registration Statement on Form S-3 and any and all amendments and supplements thereto, including, without limitation, any and all registration statements registering additional securities under Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.