Y 10-K Annual Report Dec. 31, 2020 | Alphaminr
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Y 10-K Fiscal year ended Dec. 31, 2020

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ALLEGHANY CORP /DE
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 6. SelectedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.01 Restated Certificate of Incorporation of Alleghany, as amended by Amendment accepted and received for filing by the Secretary of State of the State of Delaware on June23, 1988, filed as Exhibit 3.1 to Alleghanys Registration Statement on Form S-3 (No. 333-134996) filed on June14, 2006, is incorporated herein by reference. 3.02 Amended and Restated By-laws of Alleghany, as amended November 3, 2020, filed as Exhibit 3.1 to Alleghanys Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, is incorporated herein by reference. 3.03 Certificate of Elimination of 5.75% Mandatory Convertible Preferred Stock of Alleghany filed as Exhibit 3.1 to Alleghanys Current Report on Form 8-K filed on July22, 2009, is incorporated herein by reference. 4.01 Specimen certificates representing shares of common stock, par value $1.00 per share, of Alleghany, filed as Exhibit 4.1 to Alleghanys Quarterly Report on Form 10-Q for the quarter ended June30, 2006, is incorporated herein by reference. 4.02 Indenture, dated as of September20, 2010, by and between Alleghany and The Bank of New York Mellon, as Trustee, filed as Exhibit 4.1 to Alleghanys Current Report on Form 8-K filed on September20, 2010, is incorporated herein by reference. 4.03 First Supplemental Indenture, dated as of September 20, 2010, by and between Alleghany and The Bank of New York Mellon, as Trustee, including the form of the Senior Notes attached as Exhibit A thereto, filed as Exhibit 4.2 to Alleghanys Current Report on Form 8-K filed on September20, 2010, is incorporated herein by reference. 4.04 Second Supplemental Indenture, dated as of June 26, 2012, by and between Alleghany and The Bank of New York Mellon, as Trustee, including the form of the Senior Notes attached as Exhibit A thereto, filed as Exhibit 4.1 to Alleghanys Current Report on Form 8-K filed on June26, 2012, is incorporated herein by reference. 4.05 Fourth Supplemental Indenture, dated as of May 18, 2020, by and between Alleghany Corporation and The Bank of New York Mellon, as Trustee, including the form of the Senior Notes attached as Exhibit A thereto, filed as Exhibit 4.1 to Alleghanys Current Report on Form 8-K filed on May 18, 2020, is incorporated herein by reference. 4.06 Description of Alleghanys Securities, filed as Exhibit 4.06 to Alleghanys Annual Report on Form 10-K filed on February 19, 2020, is incorporated herein by reference. *10.01 Alleghany 2015 Management Incentive Plan, filed as Exhibit 10.2 to Alleghanys Current Report on Form8-K filed on April24, 2015, is incorporated herein by reference. *10.02 Alleghany Officers and Highly Compensated Employees Deferred Compensation Plan, as amended and restated as of December31, 2014, filed as Exhibit 10.03 to Alleghanys Annual Report on Form 10-K for the year ended December31, 2015, is incorporated herein by reference. *10.03(b) Form of Performance Share Award Agreement under the 2012 Long-Term Incentive Plan, filed as Exhibit10.06(b) to Alleghanys Annual Report on Form10-K for the year ended December31, 2012, is incorporated herein by reference. *10.03(c) Form of Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive Plan, filed as Exhibit 10.06(c) to Alleghanys Annual Report on Form10-K for the year ended December31, 2012, is incorporated herein by reference. *10.04(b) Form of Performance Share Award Agreement under the 2017 Long-Term Incentive Plan, filed as Exhibit 10.05(b) to Alleghanys Annual Report on Form 10-K for the year ended December31, 2017, is incorporated by reference. *10.04(c) Form of Restricted Stock Unit Award Agreement under the 2017 Long-Term Incentive Plan, filed as Exhibit 10.05(c) to Alleghanys Annual Report on Form 10-K for the year ended December31, 2017, is incorporated by reference. *10.05 Alleghany Retirement Plan, as amended, effective December31, 2015, filed as Exhibit 10.06 to Alleghanys Annual Report on Form 10-K for the year ended December31, 2015, is incorporated herein by reference. *10.06 Amendment to Alleghany Retirement Plan, filed as Exhibit 10.1 to Alleghanys Current Report on Form 8-K filed on December 23, 2019, is incorporated herein by reference. *10.08 Alleghany Non-Employee Directors Retirement Plan, as amended, effective December19, 2006, filed as Exhibit 10.1 to Alleghanys Current Report on Form 8-K filed on December22, 2006, is incorporated herein by reference. *10.09(a) Alleghany 2005 Directors Stock Plan, as amended as of December31, 2008, filed as Exhibit10.12(a) to Alleghanys Annual Report on Form 10-K for the year ended December31, 2008, is incorporated herein by reference. *10.09(b) Form of Option Agreement under the Alleghany 2005 Directors Stock Plan, as amended as of December16, 2008, filed as Exhibit 10.12(b) to Alleghanys Annual Report on Form 10-K for the year ended December31, 2008, is incorporated herein by reference. *10.09(c) Amended and Restated Stock Unit Supplement to the Alleghany 2005 Directors Stock Plan, as amended as of December 16, 2008, filed as Exhibit 10.12(c) to Alleghanys Annual Report on Form10-K for the year ended December31, 2008, is incorporated herein by reference. *10.10 Alleghany Amended and Restated 2010 Directors Stock Plan, filed as Exhibit 10.1 to Alleghanys Quarterly Report on Form10-Q for the quarter ended March31, 2013, is incorporated herein by reference. *10.11 Alleghany 2015 Directors Stock Plan, filed as Exhibit 10.1 to Alleghanys Current Report on Form8-K filed on April24, 2015, is incorporated herein by reference. *10.12 CapSpecialty, Inc. 2019 Restricted Share Plan, filed as Exhibit 10.2 to Alleghanys Current Report on Form 8-K filed on October 22, 2019, is incorporated herein by reference. *10.13(b) Letter Agreement, dated April15, 2008, between Alleghany and Weston M. Hicks, filed as Exhibit 10.1 to Alleghanys Current Report on Form 8-K filed on April21, 2008, is incorporated herein by reference. *10.14 Letter Agreement, dated as of November 20, 2011, by and between Alleghany and Joseph P. Brandon, filed as Exhibit 10.2 to Alleghanys Quarterly Report on Form 10-Q for the quarter ended March31, 2012, is incorporated herein by reference. *10.15 Employment Agreement, dated October 22, 2019, between Capitol Indemnity Corporation and John L. Sennott, Jr., filed as Exhibit 10.1 to Alleghanys Current Report on Form 8-K filed on October 22, 2019, is incorporated herein by reference. 10.16(a) Credit Agreement, dated as of July31, 2017, among the Company, the lenders which are signatories thereto and U.S. Bank National Association, as administrative agent for the Lenders (the Credit Agreement), filed as Exhibit 10.1(a) to Alleghanys Current Report on Form 8-K filed on August1, 2017, is incorporated herein by reference. 10.16(b) List of Contents of Exhibits and Schedules to the Credit Agreement, filed as Exhibit 10.1(b) to Alleghanys Current Report on Form 8-K filed on August1, 2017, is incorporated herein by reference. Alleghany agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 21 List of subsidiaries of Alleghany. 23.1 Consent of Ernst& Young LLP, independent registered public accounting firm, to the incorporation by reference of its reports relating to the financial statements, the related schedules of Alleghany and subsidiaries and its attestation report. 31.1 Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Exchange Act. 31.2 Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Exchange Act. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed filed as a part of this Form 10-K. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed filed as a part of this Form 10-K.