Adopted by the Board of Directors
on September 16, 2003

Introduction  

This Code of Business Conduct and Ethics applies to employees (including officers) and directors of Alleghany Corporation (the "Company") and covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and directors of the Company.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about theses conflicts, you should consult with higher levels of management or the Company's Legal Department.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

The business of the Company is conducted through subsidiary operating units each of which has a code of business conduct applicable to its employees and directors. It is the policy of the Company that its subsidiary operating units maintain and enforce codes of business conduct and ethics at least as comprehensive as those maintained by the Company.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees and directors must respect and obey the laws, rules and regulations of the cities, states and countries in which the Company operates. Although not all persons are expected to know the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from other appropriate personnel.

2. Conflicts of Interest

A "conflict of interest" exists when an employee or director's private interest interferes in any way or even appears to interfere with the interests of the Company. A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons may also create conflicts.

It is almost always a conflict of interest for a Company employee or director to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any direct or indirect business connection with the Company's customers, suppliers or competitors, except on the Company's behalf. Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Board of Directors or under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's Legal Department. Any employee or director who becomes aware of a conflict or potential conflict should bring it to the attention of the Company's General Counsel.

3. Insider Trading

Employees and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. To use material non-public information concerning the Company or any other public company for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing trading in securities of the Company. This policy has been distributed to every employee and director. If you have any questions, please consult the Company's Legal Department.

4. Corporate Opportunities

Employees and directors are prohibited from taking for themselves personally opportunities that are discovered though the use of corporate property, information or position without the consent of the Board of Directors. No employee or director may use corporate property, information or position for improper personal gain, and no employee or director may compete with the Company. Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5. Competition, Fair Dealing and Gifts

The Company seeks to outperform its competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee and director should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. No gift or entertainment should ever be offered, given, or provided, or accepted from any of the Company's customers or suppliers, by any Company employee, family member of an employee, director or agent acting on behalf of the Company unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with higher levels of management or the Legal Department any gifts or proposed gifts which you are not certain are appropriate.

6. Discrimination and Harassment

The Company is firmly committed to providing equal opportunity in all aspects of hiring and employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. If you believe you have been the victim of discrimination or harassment, or observe conduct that you believe is discriminatory or harassing, you should immediately notify the Legal Department.

7. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

8. Recordkeeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions and to allow the proper discharge of its financial, legal and reporting obligations.

Many employees are regularly reimbursed for business expenses, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, consult higher levels of management or the Legal Department.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions in a timely manner and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and employees and directors should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company's record management polices. In accordance with those policies, in the event of litigation or governmental investigation please consult immediately with the Company's Legal Department.

9. Undue Influence on Auditors

Employees, directors and agents of the Company are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company's independent auditors for the purpose of rendering the financial statements of the Company misleading.

10. Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by senior management, the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

11. Protection and Proper Use of Company Assets

All employees and directors should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Company assets should be used for legitimate business purposes. Any suspected incident of fraud or theft should be immediately reported to the Legal Department for investigation.

The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business and marketing plans, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

12. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain businesses. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's Legal Department can provide guidance to employees and directors in this area.

13. Waivers of the Code of Business Conduct and Ethics

Because of the importance of the matters addressed by this Code, waivers will be granted only in limited circumstances. Any waiver of this Code for executive officers or directors may be made only by the Board or Board committee in its sole discretion and will be promptly disclosed as required by law or stock exchange regulation.

14. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to higher levels of management or the Legal Department about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. If an employee is not comfortable approaching higher levels of management, the employee may contact the General Counsel of the Company, the Chairman of the Audit Committee or any member of the Audit Committee. If an employee's concerns or complaints require confidentiality, including keeping their identity anonymous, confidentiality will be maintained, to the fullest extent possible consistent with applicable law and the need to conduct an adequate review. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

Employees must read the Company's Complaint Procedures for Accounting and Auditing Matters, which describes the Audit Committee's procedures for the submission, receipt, retention and treatment of complaints, including complaints on a confidential or anonymous basis, regarding accounting, internal accounting controls or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

15. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since the Company cannot anticipate every situation that will arise, it is important that employees have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts . In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Clarify your responsibility and role . In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Seek help from Company resources . Discuss the problem with higher levels of management or discuss it with the Legal Department. Always ask first, act later . If you are unsure of what to do in any situation, seek guidance before you act.
• Employees may report ethical violations in confidence and without fear of retaliation . Reports should be directed to the General Counsel, the Chairman of the Audit Committee or any member of the Audit Committee at the Company's headquarters. If an employee situation requires confidentiality, confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.