UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIESof the Securities

EXCHANGE ACT OFExchange Act of 1934 (Amendment No.             )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

ALLEGHANY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

ALLEGHANY CORPORATION

7 Times Square Tower

New York, New York 10036

35 West 44^thStreet

New York, New York

Alleghany Corporation (“Alleghany”) hereby gives notice that its 20122015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) will be held at the Harvard Cluboffices of New York City, 35 West 44its subsidiary Transatlantic Reinsurance Holdings, Inc., One Liberty Plaza, 17^th Street, Floor, New York, New York, on Friday, April 27, 201224, 2015 at 10:00 a.m., local time, for the following purposes:purposes:

Holders of Alleghany common stock at the close of business on March 14, 20122, 2015 are entitled to receive this Notice and vote for the election of directors and on each of the other matters set forth above at the 20122015 Annual Meeting and any adjournments or postponements of this meeting.

You are cordially invited to be present. Ifattend the 2015 Annual Meeting. Representation of your shares at the meeting is very important. Whether or not you do not expectplan to attend in person, we encourage you mayto vote your shares promptly by telephone, byusing the Internet, telephone or by signing and returning the enclosed proxy card in the envelope provided. Representation of your shares is very important. We ask that you submit your proxy promptly. You may revoke your proxy at any time prior to its beingbefore it is voted at the 2015 Annual Meeting by written notice to the Secretary of Alleghany, by submitting a new proxy with a later date, or by voting in person at the 20122015 Annual Meeting.

By order of the Board of Directors

CHRISTOPHER K. DALRYMPLE

Important Notice Regarding Internet Availability of Proxy Materials for the Alleghany Corporation 20122015 Annual Meeting of Stockholders to be Held on April 27, 2012: Our proxy24, 2015: Proxy materials relating to our 2012the 2015 Annual Meeting of Stockholders (notice of meeting, proxy statement, proxy and 20112014 Annual Report to Stockholders on Form 10-K) are also available on the Internet. Please go to www.edocumentview.com/YAL to view and obtain the proxy materials online.

ALLEGHANY CORPORATION

7 Times Square Tower

New York, New York 10036

PROXY STATEMENT

2012 Annual Meeting of Stockholders to be held April 27, 2012

Alleghany Corporation, referred to in this proxy statement as “Alleghany,” “we,” “our,” or “us” is providing these proxy materials in connection with the solicitation of proxies by the Board of Directors of Alleghany, or the “Board,” from holders of Alleghany’s outstanding shares of common stock entitled to vote at our 2012 Annual Meeting of Stockholders, or the “2012 Annual Meeting,” and at any and all adjournments or postponements, for the purposes referred to below and in the accompanying Notice of Annual Meeting of Stockholders. These proxy materials are being mailed to stockholders on or about March 16, 2012.

References to “common stock” in this proxy statement refer to the common stock, par value $1.00 per share, of Alleghany unless the context otherwise requires.

On March 6, 2012, we completed the acquisition of Transatlantic Holdings, Inc. (“Transatlantic”) pursuant to the merger agreement entered into between Alleghany and Transatlantic on November 21, 2011. As part of the consideration for the merger, we issued 8,360,959 shares of our common stock to the former stockholders of Transatlantic. In addition, in accordance with the terms of the merger agreement, three former directors of Transatlantic became directors of Alleghany effective upon the closing of the acquisition. One of the three former Transatlantic directors, John G. Foos, was appointed to the class of 2012 and will stand for election to the class of 2015 at the 2012 Annual Meeting.

Information About Voting

Alleghany’s Board has fixed the close of business on March 14, 2012 as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2012 Annual Meeting. Stockholders are entitled to one vote for each share held of record on the record date with respect to each matter to be acted on at the 2012 Annual Meeting. As of the close of business on March 14, 2012, there were 16,926,274 shares of Alleghany common stock outstanding and entitled to vote.

The presence, in person or by proxy, of holders of a majority of the outstanding shares of Alleghany’s common stock is required to constitute a quorum for the transaction of business at the 2012 Annual Meeting. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the 2012 Annual Meeting. Under applicable rules of the New York Stock Exchange, brokers may not use discretionary authority to vote shares of Alleghany’s common stock held for clients on any of the matters to be considered at the 2012 Annual Meeting other than the ratification of our selection of Ernst & Young LLP, as Alleghany’s independent accounting firm. Accordingly, it is important that, if your shares are held by a broker, you provide instructions to your broker so that your votes with respect to the election of directors, approval of Alleghany’s 2012 Long-Term Incentive Plan, and the advisory vote on executive compensation are counted.

There are three ways to vote by proxy: by calling the toll free telephone number on the enclosed proxy card, by using the Internet as described on the enclosed proxy card or by returning the enclosed proxy card in the envelope provided. You may be able to vote by telephone or the Internet if your shares are held by a broker; follow their instructions.

TABLE OF CONTENTS

PRINCIPAL STOCKHOLDERSPROXY STATEMENT

The following table sets forthAlleghany Corporation, referred to in this proxy statement as “Alleghany,” the beneficial ownership“Company,” “we,” “our,” or “us,” is providing these proxy materials in connection with the solicitation of each person who, based upon information provided toproxies by the Board of Directors of Alleghany, or filings made by such person with the U.S. Securities and Exchange Commission,“Board,” from holders of Alleghany’s outstanding shares of common stock, par value $1.00 per share, or the “SEC,“common stock,” wasentitled to vote at our 2015 Annual Meeting of Stockholders, or the beneficial owner“2015 Annual Meeting,” and at any and all adjournments or postponements thereof, for the purposes referred to herein and in the accompanying Notice of more than five percent our outstanding common stock.Annual Meeting of Stockholders. These proxy materials are being mailed to stockholders on or about March 17, 2015.

QUESTIONS AND ANSWERS ABOUT ALLEGHANY’S 2015 ANNUAL MEETING

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If you properly sign and return your proxy card or submit your proxy using the Internet or telephone, your shares will be voted as you direct. If you sign and return your proxy card but do not specify how to vote, we will vote your shares in accordance with the Board’s recommendations: “FOR” each of the Board’s nominees for director; “FOR” the adoption of the 2015 Directors’ Stock Plan; “FOR” the adoption of the 2015 Management Incentive Plan; “FOR” the ratification of the selection of the independent registered public accounting; and “FOR” the advisory resolution on executive compensation.

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A “broker non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker does not have authority to vote on that proposal and has not received voting instructions from you. “Broker non-votes” are counted as present to determine whether there is a quorum for the 2015 Annual Meeting, but are not counted as votes for or against the proposal in question or as abstentions, nor are they counted to determine the number of votes present for the particular proposal.

Proposal 2: Adoption of the 2015 Directors’ Stock Plan. The affirmative vote of a majority of the votes cast on this proposal is required to adopt the 2015 Directors’ Stock Plan. Abstentions will have the effect of votes against this proposal. Broker non-votes will have no effect on the results of this vote.

Proposal 3: Adoption of the 2015 Management Incentive Plan. The affirmative vote of a majority of the votes cast on this proposal is required to adopt the 2015 Management Incentive Plan. Abstentions will have the effect of votes against this proposal. Broker non-votes will have no effect on the results of this vote.

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast on this proposal is required to ratify the selection of the independent registered public accounting firm. Abstentions and broker non-votes will have no effect on the results of this vote.

Proposal 5: Advisory Vote on Executive Compensation. The affirmative vote of a majority of the votes cast on this proposal is required to approve the advisory resolution on executive compensation. Abstentions and broker non-votes will have no effect on the results of this vote. Although this proposal is non-binding on the Board, the Board and the Compensation Committee will review and consider the voting results when making future decisions about Alleghany’s executive compensation program.

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If, in the future, you wish to receive a separate annual report to stockholders and proxy statement, a separate copy may be obtained, without charge, upon written or oral request to the office of the Secretary, Alleghany Corporation, 7 Times Square Tower, New York, New York 10036, telephone number (212) 752-1356. Eligible stockholders of record who receive multiple copies of our annual report to stockholders and proxy statement can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee. We hereby undertake to deliver promptly, upon written or oral request, a separate copy of the annual report to stockholders and proxy statement to a stockholder at a shared address to which a single copy of the document was delivered.

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ALLEGHANY CORPORATE GOVERNANCE

Board of Directors

Pursuant to Alleghany’s Restated Certificate of Incorporation and By-Laws, Alleghany’sthe Board is divided into three separate classes of directors which are required to be as nearly equal in number as practicable. At each Annual Meeting of Stockholders, one class of directors is elected to a term of three years. Currently, there are three standing committees of the Board, consisting of an Audit Committee, Compensation Committee and Nominating and Governance Committee. Additional information regarding these committees is set out below.on pages 6 through 8.

Alleghany’sThe Board currently consists of fourteeneleven directors. Upon the closing of the acquisition of Transatlantic on March 6, 2012, in accordance with the terms of the merger agreement, three former members of the board of directors of Transatlantic, Stephen P. Bradley, Ian H. Chippendale and John G. Foos, were appointedMr. Rex D. Adams, who has served as directors of Alleghany, with one of such new directors being appointed to each of the Board’s three classes (Mr. Foos to the class of 2012, Mr. Bradley to the class of 2013, and Mr. Chippendale to the class of 2014). Consequently, there are currently five members of the Board whose terms will expire at the 2012 Annual Meeting: John J. Burns, Jr., Dan R. Carmichael, Mr. Foos, William K. Lavin and Raymond L.M. Wong. Mr. Burns, a director of Alleghany (or its predecessor, Alleghany Corporation, a Maryland corporation, which we refer to as “Old Alleghany”) since 1968, has not been nominated for re-election as a director of Alleghany. In addition, Dan R. Carmichael, a director of Alleghany since 1993, notified Alleghany on February 23, 2012 of his intention to retire as a director of Alleghany1999, is retiring from the Board effective as ofat the 20122015 Annual Meeting and, thus, he also has not been nominated for re-electionin accordance with Alleghany’s director retirement policy as a director of Alleghany.

Because two directors whose terms expire at the 2012 Annual Meeting have not been nominated for re-election, in order to make the classes of the Board as nearly equal in size as practicable, the Board has determined to nominate Phillip M. Martineau, who was last elected to the Board at the 2010 Annual Meeting, to stand for re-election at the 2012 Annual Meeting.described on page 8. As a result, the directors that have been nominated by the Board for election at the 2012 Annual Meeting to the class of 2015 are Messrs. Foos, Lavin, Martineau, and Wong. Since Messrs. Burns and Carmichael have not been nominated for re-election at the 2012 Annual Meeting, if all of Messrs. Foos, Lavin, Martineau and Wongthe nominees for director are elected, the size of the Board will be reduced effective at the 20122015 Annual Meeting from fourteeneleven to twelveten directors.

The Board held 10eight meetings in 2011.2014. Each director who served as a director of Alleghany any time during 20112014 attended more than 75% of the aggregate number of meetings of the Board and meetings of the committees of the Board on which he or she served that were held in 2011. There are two regularly scheduled executive2014. Executive sessions for non-management directors of Alleghany and one regularly scheduled executive session for independent directors are held at each year.regularly scheduled Board meeting. The Chairman of the Board, or the “Chairman,” who is currently an independent director, presides at these executive sessions. Alleghany does not have a policy with regard to attendance by directors at Annual Meetings of Stockholders. ThreeTwo directors attended the 20112014 Annual Meeting of Stockholders.

Director Independence

Pursuant to the New York Stock Exchange’sNYSE’s listing standards, Alleghany is required to have a majority of independent directors, and no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Alleghany. The Board has determined that Rex D. Adams, Stephen P. Bradley, Karen Brenner, Dan R. Carmichael, Ian H. Chippendale, John G. Foos, Jefferson W. Kirby, William K. Lavin, Thomas S. Johnson, Phillip M. Martineau, James F. Will (who retired from the Board effective at the 2014 Annual Meeting held on April 25, 2014) and Raymond L.M. Wong have no material relationship with Alleghany (either directly or as a partner, shareholder or officer of an organization that has a relationship with Alleghany) other than in their capacities as members of the Board and committees thereof, and thus are independent directors of Alleghany, based upon the fact that none of such directors has any material relationship with Alleghany either directly or as a partner, shareholder or officer of an organization that has a relationship with Alleghany. As a result, twelveten of Alleghany’s current fourteeneleven directors are independent directors. All of the director nominees, Messrs. Foos, Lavin, Martineau and Wong, are independent. Assuming that all of Messrs. Foos, Lavin, Martineau and Wong are elected at the 20122015 Annual Meeting, the size of the Board will be reduced effective at the 2012 Annual Meetingsuch meeting as a result of Mr. Adams’ retirement from fourteeneleven to twelveten directors, and elevennine of Alleghany’s twelveten directors will be independent directors.

Board Leadership

Currently, the positionsposition of Chairman and the position of President and chief executive officer are separate. It is the policy of the Board that the Chairman should not be an Alleghany officer. The current Chairman is an independent director. Pursuant to the Corporate Governance Guidelines, of Alleghany, or the “Corporate Governance Guidelines,” the duties of the Chairman include providing leadership to the Board in managing the business of the Board and ensuring that there is an effective structure for the operation of the Board and its committees. The Board believes that its leadership structure is appropriate given the historical development of the composition of the Board and management, the Corporate Governance Guidelines and the significant tenure of a majority of the Board members.

Board Role in Risk Oversight

The Board oversees risk management directly and through its Audit Committee, Compensation Committee, and Nominating and Governance Committee.committees. In addition, Alleghany management has several committees that it uses group-wide to monitor and manage risk at Alleghany and its subsidiaries, including aan Enterprise Risk Management Committee, Reinsurance Security Committee Investment Committeeand Ethics and Legal

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Compliance Committee. Alleghany management regularly reports to the Board and, as appropriate, to the committees of the Board on management’s activities and risk tolerances. Each year, at the Board’s December or January meeting, the Board receives a formal report on enterprise risk management from Alleghany’s chief risk officer and, at the same meeting, considers Alleghany’s five-year strategic planthree-year financial estimates and the evaluation of the President and chief executive officer, allowing the Board to consider risk and risk management in the context of theAlleghany’s strategic plan and management’s performance. AtEach year, at the Audit Committee’s June meeting, it receives a formal report on enterprise risk management from Alleghany’s chief risk officer and a formal report on legal compliance from Alleghany’s chief compliance officer, which isare also copied to the Board, and the Audit Committeechief risk officer and chief compliance officer subsequently reportsreport thereon to the Board. The Board receives updates on material developments with respect to risk management and legal compliance matters at its other regularly scheduled meetings. The Compensation Committee regularly monitors compensation policies, practices and outstanding awards to determine whether Alleghany’s risk management and incentive objectives are being met with respect to group-wide employee incentives. The Board believes that risk oversight is a responsibility of the entire Board, and it does not look to any individual director or committee to lead it in discharging this responsibility.

Committees of the Board of Directors

Audit Committee Membership

The current members of the Audit Committee are Messrs. Lavin (Chairman), Adams, Carmichael and Wong and Ms. Brenner.

The Board has determined that each committee member is independent as defined in the NYSE’s listing standards with respect to membership on each committee on which he or she serves. The Board also has determined that each member of these members

the Audit Committee has the qualifications set forth in the New York Stock Exchange’sNYSE’s listing standards regarding financial literacy and accounting or related financial management expertise, and is an audit committee financial expert as defined by the SEC. The Board has also determined that each

Committee Responsibilities and 2014 Meetings

Each of the members of the Audit Committee is independent as defined in the New York Stock Exchange’s listing standards. The Audit Committeecommittee’s listed below operates pursuant to a Charter, a copy of which is available on Alleghany’s website at www.alleghany.com or may be obtained, without charge, upon written request to the Secretary of Alleghany at Alleghany’s principal executive offices. Pursuant to its Charter,The number of meetings held by each Committee during 2014 and the Auditprimary functions of each Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm, including approving in advance all audit services and permissible non-audit services to be provided by the independent registered public accounting firm. The Audit Committee is also directly responsible for the evaluation of such firm’s qualifications, performance and independence. The Audit Committee also reviews and makes reports and recommendations to the Board with respect to the following matters:are as follows:

The Audit Committee held nine meetings in 2011.

Compensation Committee

The current members of the Compensation Committee are Messrs. Carmichael (Chairman), Johnson, Lavin, Martineau, Will and Wong, each of whom the Board has determined is

independent as defined in the New York Stock Exchange’s listing standards. The Compensation Committee operates pursuant to a Charter, a copy of which is available on Alleghany’s website at www.alleghany.com or may be obtained, without charge, upon written request to the Secretary of Alleghany at Alleghany’s principal executive offices. Alleghany’s executive compensation program is administered by the Compensation Committee. Pursuant to its Charter, the Compensation Committee is, among other things, charged with:

Board Committee/ Number of Meetings Held in 2014		Responsibilities
Audit Committee Seven meetings held in 2014		•  Directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm, including approving in advance all audit services and permissible non-audit services to be provided by the independent registered public accounting firm. •  Directly responsible for the evaluation of such firm’s qualifications, performance and independence.

In addition, the Compensation Committee also is responsible for reviewing

The Compensation Committee provides a report on the actions described above to the Board and makes recommendations with respect to such actions to the Board as the Compensation Committee may deem appropriate. Compensation adjustments and awards are generally made annually by the Compensation Committee at a meeting in December or January.Qualifications

In addition, the Compensation Committee is responsible for reviewing the compensation of the directors on an annual basis, including compensation for service on committees of the Board, and proposing changes, as appropriate, to the Board. The Compensation Committee also administers Alleghany’s 2002 Long-Term Incentive Plan, or the “2002 LTIP,” the 2007 Long-Term Incentive Plan, or the “2007 LTIP,” the 2010 Management Incentive Plan, or the “2010 MIP,” and, if the 2012 Long-Term Incentive Plan (the “2012 LTIP”) is approved by stockholders at the 2012 Annual Meeting, the Compensation Committee will also administer the 2012 LTIP.

Alleghany’s Senior Vice President, General Counsel and Secretary, Christopher K. Dalrymple, supports the Compensation Committee in its work. In addition, during 2011, the

Compensation Committee engaged Grahall Partners, or the “Compensation Consultant,” as independent outside compensation consultant to advise it on executive compensation matters. The Compensation Consultant also advised the Compensation Committee and management on various executive compensation matters involving Alleghany’s operating subsidiaries. The Chairman of the Compensation Committee reviews and approves all fees Alleghany pays to the Compensation Consultant. The Compensation Committee held seven meetings in 2011.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Adams (Chairman), Johnson, Martineau and Will and Ms. Brenner, each of whom the Board has determined is independent as defined in the New York Stock Exchange’s listing standards. The Nominating and Governance Committee operates pursuant to a Charter, a copy of which is available on Alleghany’s website at www.alleghany.com or may be obtained, without charge, upon written requestidentifies and recommends candidates for election to the Secretary of Alleghany at Alleghany’s principal executive offices. Pursuant to its Charter, the Nominating and Governance Committee is charged with:

The Nominating and Governance Committee will receive at any time and will consider from time to time suggestions from stockholders as to proposed director candidates. In this regard, a stockholder may submit a recommendation regarding a proposed director nominee in writing to the Nominating and Governance Committee in care of the Secretary of Alleghany at Alleghany’s principal executive offices. Any such persons recommended by a stockholder will be evaluated in the same manner as persons identified by the Nominating and Governance Committee.

The Board generally seeks members with diverse business and professional backgrounds and outstanding integrity and judgment, and such other skills and experience as will enhance

the Board’s ability to best serve Alleghany’s interests. The Board has not approved any specific criteria for nominees for director and believes that establishing such criteria is best left to an evaluation of Alleghany’s needs at the time that a nomination is to be considered. In view of the infrequency of vacancies on the Board, the Nominating and Governance Committee does not have an established procedure for identifying and evaluating nominees for director or any specific qualities, skills or minimum qualifications that it believes are necessary for one or more of Alleghany’s directors to possess. However, as a general matter, the Nominating and Governance Committee does consider diversity in identifying and evaluating possible nominees for director

The Nominating and Governance Committee held five meetings in 2011.

Communications with Directors

Interested parties may communicate directly with any individual director, the non-managementindependent directors as a group or the Board as a whole by mailing such communication to the Secretary of Alleghany at Alleghany’s principal executive offices. Any such communications will be delivered unopened:

Director Retirement Policy

Alleghany’s retirement policy for directors who will be in office following the 2012 Annual Meeting provides that a director must retire from the Board at the next Annual Meeting of Stockholders following his or her 75^th birthday.

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Codes of Ethics

Alleghany has adopted an Employee Code of Business Conduct and Ethics for all employees of Alleghany and its subsidiaries, a Financial Personnel Code of Ethics for its chief executive officer, chief financial officer, chief accounting officer and all other officers in its Finance Department, a Director Code of Business Conduct and Ethics for members of the Board, and the Corporate Governance Guidelines. A copy of each of these documents is available on Alleghany’s website at www.alleghany.com or may be obtained, without charge, upon written request to the Secretary of Alleghany at Alleghany’s principal executive offices. Alleghany will disclose on its website any substantive amendments to its codes of ethics and any waivers from the provisions of its codes of ethics made with respect to its chief executive officer, chief financial officer or chief accounting officer (or persons performing similar functions), as well as with respect to any other executive officer or any director of Alleghany.

Majority Election of Directors

Alleghany’s By-Laws provide for a majority voting standard for the election of directors for uncontested elections. In connection with such provision of the By-Laws, the Corporate Governance Guidelines provide that a director nominee, as a condition of his or her nomination, shall tender to the Board at the time of nomination, an irrevocable resignation effective if such nominee fails to receive the majority vote required by the By-Laws and the Board determines to accept such resignation. In the event that a director nominee fails to receive the requisite majority vote, the Nominating and Governance Committee will evaluate such resignation in light of Alleghany’s best interests and make a recommendation to the Board as to whether it should accept the resignation. In making its recommendation, the Nominating and Governance Committee may consider any factors it deems relevant, including:

The Board, by vote of independent directors other than the director whose resignation is being evaluated, will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the stockholder vote.

Director Stock Ownership Guidelines

Directors are expected to achieve ownership of common stock, or equivalent common stock units, having an aggregate value (based upon the higher of market value or book value) equal to at least five times the annual board retainer within five years of election to the Board, and to maintain such a level thereafter.

Hedging and Pledging Policies

Alleghany maintains a policy on insider trading and compliance that prohibits directors from directly or indirectly purchasing or using financial instruments designed to hedge or offset any decrease in the market value of Alleghany securities that they own. In addition, under such policy, directors are prohibited from pledging Alleghany securities as collateral.

Related Party Transactions

The Board has adopted a written Related Party Transaction Policy, or “the Policy.” Pursuant to the Policy, all related party transactions must be approved in advance by the Board. Under the Policy, a related party

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transaction means any transaction, other than compensation

for services as an officer or director authorized and approved by the Compensation Committee or the Board, in which Alleghany or any of its subsidiaries is a participant and in which any:any of the following persons has or will have a direct or indirect material interest:

has or will have a direct or indirect material interest. A person who has a position or relationship with a firm, corporation or other entity may be deemed to have an indirect interest in any transaction in which that entity engages. However, a person is not deemed to have an interest if such interest arises only from such person’s position as a director of another corporation and/or such person’s direct and indirect ownership of less than 10% of the equity of such firm, corporation or other entity.

Under the Policy, all newly proposed related party transactions are referred to the Nominating and Governance Committee for review and consideration of its recommendation to the Board. Following this review, the related party transaction and the Nominating and Governance Committee’s analysis and recommendations are presented to the full Board (other than any directors interested in the transaction) for approval. The Nominating and Governance Committee reviews existing related party transactions annually, with the goals of ensuring that such transactions are being pursued in accordance with all of the understandings and commitments made at the time they were approved, ensuring that payments being made with respect to such transactions are appropriately reviewed and documented, and reaffirming that such transactions remain in the best interests of Alleghany. The Nominating and Governance Committee reports any such findings to the Board.

Upon

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PRINCIPAL STOCKHOLDERS

The following table sets forth the closingbeneficial ownership of each person who, based upon filings made by such person with the SEC, as of March 2, 2015, was the beneficial owner of more than five percent of the acquisition of Transatlantic on March 6, 2012, Joseph P. Brandon was named an Executive Vice President of Alleghany. During the period from September 15, 2011 through the closing date, Mr. Brandon was engaged by Alleghany as a consultant. Mr. Brandon was paid consulting fees of $253,333 during fiscal 2011.outstanding common stock.

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Codes of EthicsEXECUTIVE OFFICERS

Alleghany has adopted a Financial Personnel Code of Ethics for its chief executive officer, chief financial officer, chief accounting officer, vice president for tax mattersThe name, age, current position, date elected and all professionals serving in a finance, accounting, treasury or tax role, a Code of Ethics and

Business Conduct for its directors, officers and employees, and the Corporate Governance Guidelines. Copiesprior business experience of each of these documents are available on Alleghany’s website at www.alleghany.comexecutive officers, or may be obtained, without charge, upon written request to the Secretary of Alleghany at Alleghany’s principal executive offices. Alleghany will disclose on its website any substantive amendments to these Codes of Ethics and any waivers from the provisions of these Codes of Ethics made with respect to its chief executive officer, chief financial officer or chief accounting officer (or persons performing similar functions)“Named Executive Officers,” is as well as with respect to any other executive officer or any director of Alleghany.

Majority Election of Directors

Alleghany’s By-Laws provide for a majority voting standard for the election of directors for uncontested elections. In connection with such provision of the By-Laws, the Corporate Governance Guidelines provide that a director nominee, as a condition of his or her nomination, shall tender to the Board, at the time of nomination, an irrevocable resignation in the event that the director fails to receive the majority vote required by the By-Laws, effective upon the Board’s acceptance of such resignation. In the event that a director nominee fails to receive the requisite majority vote, the Nominating and Governance Committee will evaluate such resignation in light of Alleghany’s best interests and make a recommendation to the Board as to whether the Board should accept the resignation. In making its recommendation, the Nominating and Governance Committee may consider any factors it deems relevant, including:follows:

The Board, by vote of independent directors other than the director whose resignation is being evaluated, will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the stockholder vote.

Director Stock Ownership Guidelines

Directors are expected to achieve ownership of common stock, or equivalent common stock units, having an aggregate value (based upon the higher of market value or book value) equal to at least five times the annual board retainer within five years of election to the Board, and to maintain such a level thereafter.

SECURITIES OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of March12, 2012,March 2, 2015, the beneficial ownership of common stock of each of the nominees named for election as a director, each of the other current directors, each of the executive officers named in the Summary Compensation Table on page 66,52 and all nominees, directors and executive officers as a group, except for Robert M. Hart who retired as Senior Vice President—Law on April 30, 2011.group.

case of Mr. Adams, 2,102 shares of common stock in the case of Mr. Burns, and 5,534 shares of common stock in the case of Mr. Johnson,Foos, issuable under stock options granted pursuant to the Amended and Restated 2010 Directors’ Stock Plan or the(the “2010 Directors’ Plan,”Plan”) and the 2005 Directors’ Stock Plan or the(the “2005 Directors’ Plan,” and the 2000 Directors’ Stock Option Plan, or the “2000 Directors’ Plan.” In addition, includes 250 shares of restricted common stock or restricted stock units granted to each of Messrs. Lavin, Martineau, Wong, Adams, Carmichael, Johnson, Kirby and Will and Ms. Brenner pursuant to the 2010 Directors’ Plan, which shares are subject to a one-year vesting period that will end on April 27, 2012.Plan”).

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(9)	Includes 60 shares of common stock owned by Mr. Carr’s wife. Mr. Carr had no voting or investment power over these shares, and he disclaims beneficial ownership of them.

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Section 16(a) Beneficial Ownership Reporting Compliance

Alleghany has determined that, except as set forth below, no person who at any time during 20112014 was a director, officer or beneficial owner of more than 10% of common stock failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” during 2011.2014. This determination is based solely upon Alleghany’s review of Forms 3, 4 and 5, and written representations that no Form 5 was required, which such persons submitted to Alleghany during or with respect to 2011. John J. Burns, Jr. filed a Form 4 report on July 12, 2011 reporting, among other things, his indirect acquisition of a total of 1,003 shares of common stock on May 16, 2011 as a result of a gift by Mr. Burns to a trust of which his spouse is sole trustee. Phillip2014. Weston M. MartineauHicks filed a Form 4 on April 5, 2011July 1, 2014 reporting his purchase of 300 sharesa transaction that occurred on March 11, 201131, 2014. John L. Sennott, Jr., Christopher K. Dalrymple and his purchase of 150 sharesJerry G. Borrelli each filed a Form 4 on March 28, 2011.February 27, 2014 reporting a transaction that occurred on January 15, 2014.

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PROPOSALS REQUIRING YOUR VOTEEQUITYCOMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2014, relating to Alleghany’s equity compensation plans under which its equity securities are authorized for issuance:

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PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1.Nominees for Election of Directors

John G. Foos, William K. Lavin, Phillip M. Martineau and Raymond L. M.L.M. Wong have been nominated by the Board for election as directors at the 20122015 Annual Meeting, each to serve for a term of three years, until the 20152018 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Following the 2012 Annual Meeting, Messrs. Burns and Carmichael, membersEach of the classnominees is a current member of 2012, will no longer serve as directors of Alleghany.the Board and was recommended to the Board for nomination by the Nominating and Governance Committee. Messrs. Foos, Lavin, Martineau and Wong were last elected by stockholders at the 20092012 Annual Meeting of Stockholders held on April 24, 2009. Mr. Martineau was last elected to the Board at the 2010 Annual Meeting held on April 23, 2010, and has been added by the Board to the class of directors standing for re-election at the 2012 Annual Meeting in order to make the classes of the Board are as nearly equal in size as practicable. Mr. Foos was appointed to the Board as a member of the class of 2012 upon the closing of the acquisition of Transatlantic on March 6, 2012, in accordance with the terms of the merger agreement, and is standing for election to the Board for the first time at the 2012 Annual Meeting.27, 2012.

Information about Voting

Proxies received from Alleghany stockholders of record will be voted for the election of the four nominees named above as Alleghany directors unless such stockholders indicate otherwise. If any of the foregoing nominees is unable to serve for any reason, which is not anticipated, the shares represented by proxy may be voted for such other person or persons as may be determined by the holders of such proxy unless stockholders indicate otherwise. A nominee for director shall be elected to the Board if such nominee receives the affirmative vote of a majority of the votes cast with respect to the election of such nominee. A majority of votes cast means the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” the nominee’s election. Abstentions and broker non-votes (see “Information About Voting”)page 3) do not count as votes cast “for” or “against” the nominee’s election. Abstentions and broker non-voteselection, but will be counted as present at the meeting for quorum purposes.

Director Qualifications

The following information includes for each of the age,nominees named for election as director at the 2015 Annual Meeting, and each of the other directors of Alleghany:

In addition to the information presented below regarding the specific experience, qualifications, attributes and skills that led the Board to the conclusion that each of the nominees named for election as director should be elected as a director of Alleghany, Alleghany believes that each of the nominees, and each of the other directors of Alleghany, has a

reputation for integrity, honesty and for adherence to high ethical standards. Alleghany also believes that each of the nominees, named for election as director, and each of the other directors of Alleghany, has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to Alleghany and to the Board.

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Nominees for Election:Election

John G. Foos Age 6265 Director since 2012 Term expires in 2012Member of the Audit     Committee Member of the     Nominating and     Governance Committee				Mr. Foos was Chief Financial Officer of Independence Blue Cross, a health insurance company, from 1989 until his retirement in November 2008. In addition, Mr. Foos currently serves as a director of Blue Cross Blue Shield of South Carolina, a South Carolina-owned and operated health insurance carrier, and the HAI Group Companies, a provider of niche insurance programs and services for the public and affordable housing community. Mr. Foos served as a director and Chairman of the Board of Directors of Plan Investment Fund. Mr. FoosFund during the past five years and was a director of Transatlantic Holdings, Inc. prior to March 6, 2012.   Mr. Foos’ qualifications to serve on the Alleghany Board also include his extensive experience in and knowledge of accounting and finance, which includes service as the Chief Financial Officer of Independence Blue Cross, in addition to his prior experience as a Partner with KPMG LLP and his financial literacy.
William K. Lavin Age 6770 Director since 1992 Chairman of the Audit     Committee Member of the     Compensation     Committee		Term expires in 2012				Mr. Lavin has been a financial consultant since October 1994, and currently serves as a director of Artisanal Brands, Inc., a specialty foods company.   Mr. Lavin’s qualifications to serve on the Alleghany Board also include his business experience as an executive with public and private companies, his extensive experience with public and financial accounting matters for such companies and his financial literacy.

Phillip M. Martineau Age 6467 Director since 2009 Member of the Compensation     Committee Member of the     Nominating and     Governance Committee		Term expires in 2013				Mr. Martineau has beenwas Chairman, President and Chief Executive Officer of Pittsburgh Corning Corporation and Pittsburgh Corning Europe, building materials companies, sincefrom June 2005.2005 until his retirement in May 2014. Prior to that, Mr. Martineau was Chief Executive Officer and a director of High Voltage Engineering Corporation, (“High Voltage”),or “High Voltage,” a designer and manufacturer of power control systems, from December 2004 until February 2005. The Board of Directors of High Voltage hired Mr. Martineau as Chief Executive Officer to lead High Voltage through a restructuring under Chapter 11 of the U.S. Bankruptcy Code, which resulted in its sale to Siemens in February 2005.   Mr. Martineau’s qualifications to serve on the Alleghany Board also include his years of executive operational experience with global companies in the materials and manufacturing sectors, particularly his experience as a Chief Executive Officer of such companies, as well as his experience as a director on the boards of directors of other companies.

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Raymond L.M. Wong Age 5962 Director since 2006 Member of the Audit Committee Member of the Compensation Committee Term expires in 2012				Mr. Wong is currently a Managing Director of Spring Mountain Capital, LP, an investment management company which he joined in June 2007. Prior to that, from July 2002 until June 2007, Mr. Wong was the Managing Member of DeFee Lee Pond Capital LLC, a financial advisory and consulting servicesprivate investment company. In addition, Mr. Wong is a director of American Power Group Corporation, an energy technology company.   Mr. Wong’s qualifications to serve on the Alleghany Board also include his business experience, particularly his 25 years as a managing director in the investment banking group of Merrill Lynch & Co., Inc., and his financial literacy.

Other Alleghany Directors:

Other Alleghany Directors

Stephen P. Bradley Age 70 Director since 2012 Term expires in 2013				Mr. Bradley is the William Ziegler Professor of Business Administration Emeritus at the Harvard Business School. In addition, Mr. Bradley currently serves as a director of CIENA Corp. and of CRICO/Risk Management Foundation. Mr. Bradley was a director of Transatlantic prior to March 6, 2012 and has also previously served as a director of i2 Technologies, Inc. Mr. Bradley’s qualifications to serve on the Alleghany Board include his academic experience at the Harvard Business School relating to his work as a professor of competitive and corporate strategy and his considerable experience as a consultant and as a director of public companies.
Karen Brenner Age 56 Director since 2009 Member of the Audit     Committee Member of the Nominating and Governance     Committee Term expires in 2013				Ms. Brenner has been a Clinical Professor of Business at the Leonard N. Stern School of Business at New York University since 2008. She teaches professional responsibility in law and business, corporate governance in law and business, and corporate turnarounds in the interdepartmental markets, ethics, and law program. Ms. Brenner also has been a principal at Brenner & Company, a financial management and advisory firm she founded, since 1998. Ms. Brenner’s qualifications to serve on the Alleghany Board also include her years of business experience as a Chief Executive Officer and/or board member of public and private companies in a wide variety of industries, and as an advisor to private equity firms, venture capital companies, boards of directors and chief executive officers focusing on enhancing value of operating companies, and her experience in corporate governance and management issues.

Thomas S. Johnson Age 71 Director since 1997 and for 1992-1993 Member of the Compensation     Committee Member of the     Nominating and     Governance Committee Term expires in 2013				Mr. Johnson was Chairman and Chief Executive Officer of GreenPoint Financial Corporation and its subsidiary GreenPoint Bank from 1993 until his retirement on December 31, 2004. In addition, Mr. Johnson currently serves as a director of R.R. Donnelly & Sons Company and The Phoenix Companies, Inc. and served as a director of the Federal Home Loan Mortgage Corporation during the past five years. Mr. Johnson’s qualifications to serve on the Alleghany Board also include his over 30 years of experience as a financial services industry executive, particularly as Chairman and Chief Executive Officer of GreenPoint Financial Corporation, his experience as a director on the boards of directors of other companies, and his financial literacy.
James F. Will Age 73 Director since 1992 Member of the     Compensation Committee Member of the     Nominating and     Governance Committee Term expires in 2013				Mr. Will was the President of Saint Vincent College from July 2000 until his retirement in June 2006, at which time he was named Vice Chancellor and President Emeritus of Saint Vincent College. Mr. Will’s qualifications to serve on the Alleghany Board also include his over 20 years of experience as an executive in the steel industry, particularly his tenure as President and Chief Executive Officer of Armco Inc., a steel manufacturing and metals processing company, and his experience as President of Saint Vincent College.

Rex D. Adams Age 7275 Director since 1999 Chairman of the Nominating and Governance Committee Member of the Audit Committee Term expires in 2014Retiring effective at the 2015 Annual Meeting				Mr. Adams has been a director and Chairman of the Board of Directors of Invesco Ltd., an investment management company, since April 2006, and a director of Invesco Ltd. since 2001. In addition, Mr. Adams has been Dean Emeritus at the Fuqua School of Business at Duke University since December 2004.   Mr. Adams’ qualifications to serve on the Alleghany Board also include his business experience, including over 30 years as an executive of Mobil Corporation, his experience as a director on the boards of directors of other companies, particularly companies in the investment management industry, his financial literacy, his experience as the Dean and as a professor at the Fuqua School of Business at Duke University, and his experience in matters of corporate governance.
Stephen P. Bradley Age 73 Director since 2012 Member of the Audit Committee Member of the Nominating and Governance Committee Term expires in 2016				Mr. Bradley is currently the William Ziegler Professor of Business Administration Emeritus at the Harvard Business School where he has been a professor since 1968. In addition, Mr. Bradley currently serves as a director of CRICO/Risk Management Foundation, a medical professional liability carrier. Mr. Bradley was a director of Transatlantic Holdings, Inc. prior to March 6, 2012 and also previously served as a director of CIENA Corp. and i2 Technologies, Inc. Mr. Bradley’s qualifications to serve on the Board also include his academic experience at the Harvard Business School relating to his work as a professor of competitive and corporate strategy and his considerable experience as a consultant and as a director of public companies.

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Karen Brenner Age 59 Director since 2009 Member of the Audit Committee Member of the Nominating and Governance Committee Term expires in 2016				Ms. Brenner has been an Executive Director of Law and Business Initiatives at New York University since 2012 and Clinical Professor of Business at the Leonard N. Stern School of Business at New York University since 2008. She teaches professional responsibility in law and business, corporate governance in law and business and corporate transformation and leadership. Ms. Brenner also has been a principal at Brenner & Company, a financial management and advisory firm she founded, since 1998. Ms. Brenner’s qualifications to serve on the Board also include her years of business experience as Chairman/Chief Executive Officer and/or board member of public and private companies in a wide variety of industries, and as an advisor to private equity firms, venture capital companies, boards of directors and chief executive officers focusing on enhancing value of operating companies, and her experience in corporate governance and management issues.
Ian H. Chippendale Age 6366 Director since 2012 Chairman of the Compensation Committee Term expires in 20142017				Mr. Chippendale is the formerretired Chairman (from September 2003 to December 2006) of RBS Insurance Group, Ltd., an insurance company. In addition, Mr. Chippendale currently serveshas served as a director of HomeServe plc, an insurance company, since January 2007 and was a director of Transatlantic Holdings, Inc. prior to March 6, 2012.   Mr. Chippendale’s qualifications to serve on the Alleghany Board includesalso include his insurance industry knowledge and his international experience, including his service as the Chairman of RBS Insurance Group, Ltd.

Weston M. Hicks Age 5558 Director since 2004 Term expires in 20142017				Mr. Hicks has been Alleghany’s President and chief executive officer since December 2004. In addition, Mr. Hicks is a director of AllianceBernstein Corporation.Corporation, an investment management and research company.   Mr. Hicks’ qualifications to serve on the Alleghany Board also include his years of experience as an executive in the insurance and financial services industry, particularly his experience as Alleghany’s President and chief executive officer during the past seventen years, and his experience as an analyst of property and casualty insurance companies.

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Thomas S. Johnson Age 74 Director since 1997     and for 1992-1993 Member of the Compensation     Committee Member of the     Nominating and     Governance Committee Term expires in 2016				Mr. Johnson was Chairman and Chief Executive Officer of GreenPoint Financial Corporation and its subsidiary GreenPoint Bank from 1993 until his retirement on December 31, 2004. Mr. Johnson currently serves as a director of the Lower Manhattan Development Corporation and the Institute of International Education. Mr. Johnson served as a director of The Phoenix Companies, Inc., R.R. Donnelly & Sons Company and the Federal Home Loan Mortgage Corporation during the past five years. Mr. Johnson’s qualifications to serve on the Board also include his over 30 years of experience as a financial services industry executive, particularly as Chairman and Chief Executive Officer of GreenPoint Financial Corporation, his experience as a member of the boards of directors of other companies and his financial literacy.
Jefferson W. Kirby Age 5053 Director since 2006 Term expires in 20142017				Mr. Kirby has been Chairman of the Board of Alleghany since July 2010. Mr. Kirby has been the Managing Member of Broadfield Capital Management, LLC, an investment advisory services company, since July 2003. Mr. Kirby also currently serves aswas a director of Somerset Hills Bancorp.Bancorp from 2008 until May 2013.   Mr. Kirby’s qualifications to serve on the Alleghany Board also include his over 2025 years of experience in financial services and investment management, including his service as a Vice President of Alleghany from 1994 to June 2003 and as an investment manager.

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Compensation of Directors

The information under this heading relates to the compensation during 20112014 of those personsnon-employee directors who served as directors of Alleghanyon the Board at any time during 2011, except2014. Employee directors are not separately compensated for Mr. Hicks, whose compensation is reflected intheir service on the Summary Compensation Table on page 66.Board.

20112014 Director Compensation

(3)

Reflects a payment of $18,409, representing the dollar value of the insurance premiums paid by Alleghany for the benefit of Mr. Burns for life insurance maintained on his behalf pursuant to Alleghany’s life insurance program in which retired Alleghany officers are eligible to participate, and a payment of $12,690, representing the reimbursement of taxes, and the reimbursement itself, on income imputed to Mr. Burns pursuant to such life insurance program.units during 2014.

Fees Earned or Paid in Cash

Each director whoFollowing is not an Alleghany officer or serving as Chairman or Vice Chairman ofinformation regarding fees earned and paid in cash to directors for service on the Board receives an annual retainer of $40,000, payable in cash The Chairman of the Board receives an annual retainer of $140,000. Arrangements with the Vice Chairman of the Board, including an annual retainer of $200,000, payable in cash, are described below. The Chairman of the Audit Committee receives an annual fee of $30,000, and each other member receives an annual fee of $15,000. The Chairman of the Compensation Committee receives an annual fee of $15,000, and each other member receives an annual fee of $10,000. The Chairman of the Nominating and Governance Committee receives an annual fee of $12,000, and eachits Committees:

Stock Awards and Option Awards

Pursuant to the 2010 Directors’ Plan, each year as of the first business day following the Annual Meetingan annual meeting of Stockholders,stockholders, each individual who was elected, re-elected or continues to serve as a member of the Board and who is not an employee of Alleghany or any of its subsidiaries receives:

On May 2, 2011,April 28, 2014, each eligible director received a stock option to purchase 500either 321 shares of common stock at an exercise price of $329.46 per share and either (i) 250 shares of restricted

common stock or (ii) 250321 restricted stock units. Each director is permitted to defer payment of the restricted stock units, and all whole restricted stock units will be paid in the form of whole shares of common stock.

Arrangements with the Vice Chairman of the Board

Mr. Burns was Chairman of the Board through June 30, 2010. Subsequent to the election of Mr. Kirby as Chairman of the Board effective July 1, 2010, Mr. Burns remained on the Board as Vice Chairman and a director. For his service as Vice Chairman of the Board, Mr. Burns receives an annual retainer of $200,000 in cash. Commencing in 2011, Mr. Burns waived his rights to receive awards under the 2010 Directors’ Plan and any successor plans thereto. Mr. Burns previously received an annual retainer of $400,000 in cash for his service as Chairman of the Board. In 2004, Alleghany established an office in New Canaan, Connecticut which Mr. Burns uses as his principal office for purposes of attending to Alleghany-related matters. As Mr. Burns also uses this office to attend to personal matters, since July 1, 2010, Mr. Burns has reimbursed Alleghany for fifty percent of the annual rent and operating costs for this office, amounting to $32,900 for calendar year 2011. Mr. Burns has indicated to Alleghany his intention to assume the lease for this office and all associated costs on or prior to July 1, 2012. During the period that Mr. Burns served as Chairman of the Board, he reimbursed Alleghany for twenty-five percent of the annual rent and operating costs for this office.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS SET FORTH IN THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. EACH NOMINEE SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST WITH RESPECT TO THE ELECTION OF SUCH NOMINEE. A MAJORITY OF VOTES CAST MEANS THE NUMBER OF VOTES CAST “FOR” A NOMINEE’S ELECTION MUST EXCEED THE NUMBER OF VOTES CAST “AGAINST” THE NOMINEE’S ELECTION. ABSTENTIONS AND BROKER NON-VOTES (SEE “INFORMATION ABOUT VOTING”) DO NOT COUNT AS VOTES CAST “FOR” OR “AGAINST”WILL HAVE NO EFFECT ON THE NOMINEE’S ELECTION.RESULTS OF THIS VOTE.

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ProposalPROPOSAL 2. Approval of 2012 Long-Term Incentive PlanAPPROVAL OF THE 2015 DIRECTORS’ STOCK PLAN

Alleghany’s 2007 LTIP,The 2010 Directors’ Plan, which provides for awardsthe annual grant to each non-employee director of long-term incentive compensationAlleghany of either a number of shares of restricted common stock or restricted stock units (each equivalent to its key employees, will terminateone share of common stock) equal to $130,000 divided by its termsthe average of the closing sales prices of the common stock on the 30 days preceding the grant date ofas reported by the 2012 Annual Meeting.NYSE, will expire on April 23, 2015. The Board believes it to be in the best interests of Alleghany and its stockholders to adopt a new plan at this timereplace the 2010 Directors’ Plan with the 2015 Directors’ Stock Plan, or the “2015 Directors’ Plan,” which is substantially similar to the 2010 Directors’ Plan, in order to be able to continue to provide long-term incentives to employees who are responsible for Alleghany’s continued successattract and growth without a gap after the expiration of the 2007 LTIP. Adoption of a new plan at this time will also assure that there will be an adequate supply of shares to fashion appropriate incentives for any new senior level executives. To provide a continuation of those incentivesretain independent directors and to assist Alleghenyencourage them to increase and maintain their stock ownership in attracting and retaining executives of experience and ability on a basis competitiveAlleghany consistent with industry practices,the common stock ownership guidelines in order to promote long-term stockholder value. Accordingly, the Board has adopted the 2012 Long-Term Incentive2015 Directors’ Plan, or the “2012 LTIP,” effective upon stockholder approval. The 2012 LTIP permits Alleghany to provide equity-based incentive compensation, payable in stock or cash,

Description of the types commonly known2015 Directors’ Plan

Pursuant to the 2015 Directors’ Plan, each year as of the first business day following an annual meeting of stockholders, each individual who was elected, re-elected or continues to serve as a member of the Board and who is not an employee of Alleghany or any of its subsidiaries will receive, at the individual director’s election, either a number of shares of restricted common stock or restricted stock units (each equivalent to one share of common stock) equal to $130,000 (or such higher amount determined by the Board from time to time) divided by the average of the closing sales prices of the common stock appreciation rights, performanceon the 30 consecutive trading days preceding the grant date as reported by the NYSE. Such shares performanceof restricted common stock or restricted stock units, phantom stock and stock options,or the “Restricted Shares,” as well as other types of equity-based incentive compensation. No awardsthe case may be, granted underare subject to potential forfeiture until the 2012 LTIP afterfirst annual meeting of stockholders following the Annual Meetingdate of Stockholders in 2017.grant and are subject to restrictions upon transfer until the third anniversary of the date of grant. Non-employee individuals who are appointed to the Board between annual meetings of stockholders, or “Newly Appointed Directors,” will receive a pro-rated Restricted Share grant.

The following is a summary of2015 Directors’ Plan will be administered by the 2012 LTIP and it is qualified in its entirety by reference to the plan, a copy of which is attached as Exhibit A.

Description of the 2012 LTIP

General.Board. The Compensation Committee administers the 2012 LTIP. Each member of the Compensation Committee shall be both an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, as amended, or successor rule or regulation (the “Exchange Act”). The Compensation CommitteeBoard has the authority, to determine, within the limits of the 2012 LTIP,2015 Directors’ Plan, to construe the individuals2015 Directors’ Plan, to whom awards will be granted,determine all questions arising thereunder and to adopt and amend the typerules and size of such awards, including any objectives or conditionsregulations for earning payment pursuant to such awards.

Participation. The Compensation Committee may select participants in the 2012 LTIP from among employees of Alleghany and its subsidiaries. The term “employee,” as used in the 2012 LTIP, means any person, including any officer, employed by Alleghany or a subsidiary on a salaried basis. The term “subsidiary,” as used in the 2012 LTIP, means any corporation,

partnership or limited liability company, a majorityadministration of the total combined voting power of whose stock or other equity interest2015 Directors’ Plan as it may deem desirable. It is beneficially owned, directly or indirectly, by Alleghany. Alleghany and its subsidiaries currently have approximately 1,394 employees.

Awards. Awards available under the 2012 LTIP may be paid in cash and/or shares of Alleghany common stock, and include, but need not be limited to, grants of:

The Compensation Committee also may make awards in any other form deemed by it to be consistent with the purposes of the 2012 LTIP.

Performance-based Compensation/Performance Goals. The Compensation Committee may, but is not required to, grant an award to any participant who is or who becomes a “Covered Employee” within the meaning of Section 162(m) of the Codeexpected that is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code (a “Qualifying Award”). Covered Employees include primarily those officers of the companies who qualify as Named Executive Officers for purposes of the Company’s proxy disclosure and reporting. Compensation in excess of $1 million to a Covered Employee may not be deductible by the Company if such compensation is not “performance based compensation.” In order for the value of awards other than certain stock options and stock appreciation rights under the 2012 LTIP to be performance based compensation, such awards must be conditional upon the achievement of performance goals established by the Compensation Committee in writing not later than the time period required by Section 162(m) of the Code. Such performance goals, which may vary from participant to participantwill periodically review grant amounts and award to award, may be expressed in terms

ofrecommend any but not limitedchanges, as appropriate, to the following business criteria:Board. Following the attainment2015 Annual Meeting, Alleghany is expected to have nine non-employee directors who would be entitled to participate in the 2015 Directors’ Plan.

Shares of specific amounts of, or increases in, one or more ofrestricted common stock granted to a non-employee director pursuant to the following:

in each case, whether applicable2015 Directors’ Plan shall be issued for no consideration, but shall be forfeited to Alleghany or any relevant subsidiary or business unit or entity in which Alleghany has a significant investment, or any combination thereof as the Compensation Committee may deem appropriate. Prior to(without the payment of any Qualifying Award (other than stock options or stock appreciation rights granted at Fair Market Value),consideration) if such non-employee director resigns from the Compensation Committee must certify in writing that the performance goals were satisfied.

Shares of Stock SubjectBoard prior to the Plan. The 2012 LTIP providesfirst annual meeting of stockholders following the date of grant. In addition, shares of restricted common stock may not be sold, assigned, pledged or transferred to any person until the third anniversary of the date of grant (with certain minor exceptions for Newly Appointed Directors), provided that such transfer restrictions shall no longer apply upon (i) a maximumnon-employee director’s death prior to the first annual meeting of 600,000stockholders following the date of grant, (ii) a non-employee director’s ceasing to be a director for any reason after the first annual meeting of stockholders following the date of grant or (iii) a Change in Control (as defined in the 2015 Directors’ Plan).

In lieu of the issuance of shares of restricted common stock, a director may elect to receive restricted stock units, which are unfunded, bookkeeping units having a value equal to the value of shares of restricted common stock. In addition, restricted stock units are subject to the same terms and restrictions applicable to, shares of restricted common stock. At the time of payment, the then-current value of common stock multiplied by the number of whole restricted stock units (as adjusted for any dividends paid on the common stock) will be payable in the form of shares of common stock, toand any fractional restricted stock unit shall be paid in cash. Non-employee directors are permitted to participantsdefer payment of restricted stock units to any time after the third anniversary of the date of grant until such non-employee director retires from the Board (with certain minor exceptions for Newly Appointed Directors).

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A maximum of 60,000 shares of common stock may be issued to non-employee directors under the 2012 LTIP and/or purchased pursuant to stock options granted under the 2012 LTIP,2015 Directors’ Plan, subject to anti-dilution and other adjustments in certain events specified in the 2012 LTIP. In this regard, awards based upon, or measured by, the value or changes in the value of shares of common stock (whether paid in cash or shares of common stock), any shares of common stock retained by Alleghany in satisfaction of a participant’s obligation for withholding taxes, and shares of common stock not issued as a result of a net exercise of a stock option will be treated as shares of common stock paid to participants. If any award is forfeited or otherwise terminates, in whole or part, or if a stock option expires or terminates without being exercised, the shares of common stock with respect to such awards or stock options will remain available under the 2012 LTIP. Shares of common stock that Alleghany issues through the assumption or substitution of outstanding grants in connection with the acquisition of another entity will not reduce the maximum number of shares available under the 2012 LTIP. The shares of common stock available under the 2012 LTIP may be either authorized but unissued shares or shares held by Alleghany as treasury shares, The Compensation Committee may grant a maximum of 50,000 shares of common stock as Qualifying Awards to any participant in any calendar year, subject to anti-dilution and other adjustments in certain events specified in the 2012 LTIP. The maximum number of shares of common stock available for issuance under the 2012 LTIP in respect of awards granted as stock options is 100,000, and the maximum number of shares with respect to which Qualifying Awards may be granted to any participant in any calendar year in the form of stock options (all of which may be granted in the form of incentive stock options) or stock appreciation rights is 10,000, subject, in each case, to anti-dilution and other adjustments in certain events specified in the 2012 LTIP. There is no limit specified in the 2012 LTIP on the amount of cash which may be paid pursuant to awards granted under the 2012 LTIP.

Stock Options. The 2012 LTIP provides that no stock option granted under the 2012 LTIP shall be exercisable more than ten years after its grant and the price at which2015 Directors’ Plan. Such shares of common stock may be purchased under any such stock option shall not be less than 100 percent of its Fair Market Value, as defined below, on the date of grant. Upon exercise of a stock option, the option price is required to be paid in cash, or, at the discretion of the Compensation Committee, inoriginal issue shares of common stock, valued at the Fair Market Value, as defined below, thereof on the date of payment, or in a combination of cash andtreasury stock, shares of common stock. The 2012 LTIP authorizes the Compensation Committee,stock purchased in the event of any tender offeropen market or exchange offer other than by Alleghany for shares of Alleghany common stock, to take such action as it may deem appropriate to enable recipients of outstanding awards to avail themselves ofotherwise. On March 2, 2015, the benefits of such offer, including acceleration of payment or exercise dates and purchase of outstanding stock options.

Fair Market Value. “Fair Market Value” isfair market value (as defined in the 2012 LTIP generally as (i) the closing sales prices2015 Directors’ Plan) of theshares of common stock on the relevant date as reported on the stock exchange or market on which the common stock is primarily traded, or (ii) if no sale is made on such date, then fair market value is the weighted average of the closing sales prices of the common stock on the next preceding day and the next succeeding day on which such sales were made as reported on the stock exchange or market on which the common stock is primarily traded. Thewas $473.02 per share, Fair Market Value of Alleghany’s common stock on March 12, 2012 was $331.80 andor $28,381,200 in the aggregate market value on such date offor the 600,00060,000 shares of common stock subject to the 2012 LTIP was $199,080,000.2015 Directors’ Plan.

Transferability. Under the 2012 LTIP, unless otherwise authorized by the Compensation Committee, any cash payment on account of awards under the 2012 LTIP to a deceased participant shall be paid to such beneficiary as has been designated by the participant in writing to the Secretary of Alleghany, or in the absence of such designation and in the case of awards payable in shares of common stock, according to the Participant’s will or the laws of descent and distribution. However, the Compensation Committee may provide that awards granted pursuant to the 2012 LTIP, other than an option granted as an incentive stock option, be transferable without consideration to a participant’s immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members, and to partnerships in which such family members are the only partners.

Time and Deferral of Payments. At the time the Committee grants each award under the 2012 LTIP, the Committee will specify in writing the time of the payment of the award. In making any such award, the Committee may permit the participant to elect to receive all or a portion of an award at a later date. Any such deferrals shall be for such periods and upon such other terms as the Committee may determine to be appropriate and shall be reflected in a written agreement in compliance with the requirements of Section 409A of the Code.

Amendment or Termination of the Plan. The Board, without the consent of any participant, may terminate or amend or terminate the 2012 LTIP2015 Directors’ Plan at any time, including, without limitation, to increase or decrease the number of shares of common stock granted as Restricted Shares; provided, however,, that no such action shall adversely affect any rights or obligations with respect to any awards previouslytheretofore made under the 2012 LTIP,2015 Directors’ Plan, andprovided further,, that no such amendment, without the approval of the holders of a majority of the shares of common stock voted thereon in person or by proxy, shall:

The 2015 Directors’ Plan will be effective upon stockholder approval thereof at the 2015 Annual Meeting. If the 2015 Directors’ Plan is approved, awards will be made, commencing in April 2015 and annually thereafter, on the first business day following an annual meeting of stockholders in accordance with the 2015 Directors’ Plan (and on the first business day following the appointment of a Newly Appointed Director). The 2015 Directors’ Plan will terminate immediately preceding the 2022 Annual Meeting of Stockholders, unless sooner terminated by the Board in accordance with the terms of the 2015 Directors’ Plan. No awards may be granted under the 2015 Directors’ Plan after such termination, but such termination shall not affect the validity of any award granted prior to any such termination.

A copy of the 2015 Directors’ Plan is set forth inExhibit A to this proxy statement. The foregoing description is a summary of some, but not all, of the essential provisions of the 2015 Directors’ Plan, and is qualified by reference to the full text of the 2015 Directors’ Plan.

Federal Income Tax Consequences

The grant and payment of awards under the 2012 LTIP may have varying tax consequences to Alleghany and each participant, depending upon the nature of the award and certain other considerations. The following description is a summary of the federal income tax treatment of awards under the 2012 LTIP payable in shares of common stock;2015 Directors’ Plan; because the applicable tax rules are quite technical, the description is general in nature and does not purport to be complete.

Non-Qualified Stock Options. A participant who is grantedUnless a non-qualifiedrecipient of shares of restricted common stock option undermakes the 2012 LTIPelection described below, the recipient will not recognize any taxable income at the time the option is granted. Upon exercise of the non-qualified option, the participant will recognize ordinary income, and Alleghany will be entitled to a deduction, in an amount equal to the excess of the fair market value on the date of exercise ofthat the shares of common stock acquired upon exercise of the option over the exercise price paid. The participant’s basis for purposes of determining gain or loss on a subsequent disposition of the shares of common stock acquired upon exercise of the option will be the fair market value of those shares on the date the participant exercised the option, and any such subsequent gain or loss will be taxable as a capital gain or loss, short-term or long-term depending upon the participant’s holding period for the shares of common stock. A participant is permitted to pay the exercise price with existing shares. The existing shares will be treated as if exchanged for new shares in the same number in a non-taxable transaction and balance of the shares will be subject to the tax rule outlined above.

Incentive Stock Options.If a participant is granted an option under the 2012 LTIP that constitutes an incentive stock option, the participant will not recognize any taxable income either

at the time the option is granted or upon exercise of the option, provided the participant was an employee of Alleghany or a subsidiary of Alleghany from the date the option was granted until the date of exercise (or exercises the option within three months following a termination of his or her employment). Alleghany will not be entitled to any deduction. However, the excess of the fair market value of the shares of common stock acquired upon exercise of the incentive stock option on the date of exercise over the exercise price paid will be an “item of tax preference” that may subject the participant to alternative minimum tax liability. If the participant does not dispose of the shares of common stock acquired upon exercise of the incentive stock option for at least two years after the incentive stock option was granted and at least one year after the shares were acquired, all gain realized upon the disposition of the shares will be treated as long-term capital gain, and any loss will be treated as long-term capital loss. If these holding periods are met, Alleghany will not be allowed any deduction with respect to the value of the incentive stock option. If the participant disposes of the shares of common stock acquired upon exercise of the incentive stock option within the one-year and two-year periods specified above, the participant will recognize ordinary income, and Alleghany will be entitled to a deduction, in an amount equal to the lesser of (i) the excess of the fair market value on the date of exercise of the shares of common stock acquired over the exercise price paid, or (ii) the gain recognized, provided the shares ofrestricted common stock were disposed of by sale or exchange. Any amount recognized in excess ofreceived. Instead, the fair market value (on the date of exercise) of the shares of common stock will be taxable as long-term or short-term capital gain, depending upon the participant’s holding period for the shares of common stock.

Other Awards of Common Stock. A participant who is granted any other award entitling the participant to receive shares of common stock will generally not recognize any income upon the grant of the award. However, upon the delivery of any shares of common stock, the participantrecipient generally will recognize ordinary income in an amount equal to the fair market value of anythe restricted common stock received,on the date that the forfeiture restriction with respect to such shares lapses, and Alleghany will be entitled to a deduction equal to the amount recognized by the participant as ordinary income.

If the shares of common stock received by a participant are subject to a substantial risk of forfeiture, then, unless the participant makes the election described below, the participant will not recognize any income on the date that the shares of common stock were received. Instead, the participant will recognize ordinary income in an amount equal to the fair market value of the common stock on the date that the restrictions constituting a substantial risk of forfeiture with respect to such shares lapse (or are deemed to lapse), and Alleghany will be entitled to a deduction equal to the amount recognized by the participantrecipient as ordinary income. The participant’srecipient’s basis for purposes of determining gain or loss on a subsequent disposition of the shares of common stock will be the fair market value of the common stock on the date that the

restrictions constituting a substantial risk of forfeiture restriction with respect to such shares lapsed, (or were deemed to lapse), and any subsequent gain or loss will generally be taxable as a capital gain or loss, short-term or long-term depending upon the participant’srecipient’s holding period for the shares of common stock.

A participant receivingIf on or before December 31, a director elects to receive restricted stock units for the following year’s annual equity grant, such director will recognize ordinary income in an amount equal to the fair market value of common stock (restricted stock units pay out in the form of shares of common stock) at the time the restricted stock units are paid. Under the 2015 Directors’ Plan, a director is permitted to elect to defer payment of restricted stock units to any time after the third anniversary of the date of grant or until the date that such director retires from the Board (with certain minor exceptions for Newly Appointed Directors). If a director does not specify a payment date when he or she elects to receive restricted stock units, the payment date will be the third

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anniversary of the date of grant (with certain minor exceptions for Newly Appointed Directors). Restricted stock units are subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, or the “Code,” which provides certain restrictions on the payment of deferred compensation and imposes penalties (e.g., a substantial risk20% penalty tax and interest penalty) on the recipient of forfeiturethe deferred compensation for failing to comply with such requirements.

A recipient may elect within thirty30 days after receipt of the shares of restricted common stock to recognize ordinary income in an amount equal to the fair market value of such shares (less the amount, if any, paid therefor) as of the date of receipt.receipt (and Alleghany will receive a corresponding deduction). In that case, the participant’srecipient will not recognize any income upon the vesting of such restricted common stock, the recipient’s basis in the shares of restricted common stock will be the fair market value of the shares of restricted common stock on the date that the shares were received, and any subsequent gain or loss will generally be taxable as a capital gain or loss, short-term or long-term depending upon the participant’srecipient’s holding period for the shares.shares of common stock. However, if the restricted shares of restricted common stock are subsequently forfeited, the participantrecipient will not be entitled to any tax deduction. Under the federal income tax laws, shares that are subject to restrictions on resale under Section 16(b) of the Exchange Act are deemed subject to a substantial risk of forfeiture for a prescribed period, notwithstanding any longer period during which resale of such shares may actually be restricted.

Section 162(m) of the Code disallows a deduction to Alleghany for compensation paid to Alleghany’s Covered Employees in excess of $1 million for any taxable year of Alleghany, subject to certain exceptions. Among other exceptions, the deduction limit does not apply to compensation that meets the requirements for “performance-based compensation” and in respect of certain stock options and stock appreciation rights awards granted that constitute Qualifying Awards under the 2012 LTIP are intended to qualify as “performance-based compensation.”

New Plan Benefits

AsThe following table sets forth the number of the date hereof, no benefits or amounts have been granted, awarded or received under the 2012 LTIP. Any future awards under the 2012 LTIP will be made in the discretion of the Compensation Committee. Thus, it is not possible to determine the benefitsRestricted Shares that will be received by eligible participants ifgranted to our non-employee directors under the 2012 LTIP2015 Directors’ Plan on the first business day following the 2015 Annual Meeting, assuming that the 2015 Directors’ Plan is approved by our stockholders. Information concerning awards granted duringstockholders at such meeting, that each of the last fiscal year underfour current non-employee nominees for election as directors (Messrs. Foos, Lavin, Martineau and Wong) are approved by our stockholders at such meeting and that each of our five continuing non-employee directors (Messrs. Bradley, Chippendale, Johnson and Kirby and Ms. Brenner) continue to serve as non-employee directors through the 2007 LTIP is set forth in the table captioned “Grants of Plan-Based Awards in 2011” on page 68, and information regarding outstanding restricted stock and performance shares granted under the 2007 LTIP and under the 2002 LTIP is set forth in the table captioned “Outstanding Equity Awards at 2011 Fiscal Year-End” on page 73.

Equity Compensation Plan Information

Thefirst business day following table summarizes information, as of December 31, 2011, relating to Alleghany’s equity compensation plans under which its equity securities are authorized for issuance:such meeting: