Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 21, 2009, Alleghany Corporation (the "Corporation") filed a
Certificate of Elimination with the Secretary of State of the State of Delaware
to eliminate its 5.75% Mandatory Convertible Preferred Stock (the "5.75%
Preferred Stock"). The Certificate of Elimination (i) eliminated the previous
designation of 1,132,000 shares of the 5.75% Preferred Stock, none of which were
outstanding at the time of filing, (ii) upon such elimination, caused such
shares of the 5.75% Preferred Stock to resume their status as authorized but
unissued shares of preferred stock of the Corporation, without designation as to
preference and (iii) eliminated from the Restated Certificate of Incorporation
of the Corporation all references to the 5.75% Preferred Stock.
A copy of the Certificate of Elimination is filed herewith as Exhibit 3.1 and
incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Certificate of Elimination, dated July 21, 2009.