EX-10.3.2: AMENDMENT #1 TO INVESTMENT MANAGEMENT AGREEMENT

EX-10.3.2 3 y17708a1exv10w3w2.txt EX-10.3.2: AMENDMENT #1 TO INVESTMENT MANAGEMENT AGREEMENT EXHIBIT 10.3.2 [LOGO] June 13, 2005 Alleghany Corporation 40 East Hindsdale Avenue Suite 201 Hinsdale, IL 60521 Attn: Ms. Dorothea Gilliam, VP Investments Re: Amendment to Investment Management Agreement -- Alleghany Corporation Dear Ms. Gilliam: Reference is made to the Investment Management Agreement between General Re-New England Asset Management, Inc. (GR-NEAM) and Alleghany Corporation, dated as of July 1, 2004 (the "Agreement"). Effective as of June 2, 2005, the Agreement is hereby amended by: 1. The existing Schedules E-1 and E-2 are deleted in its entirety and the attached Schedules E-1 and E-2 are to be made a part of the Agreement; 2. GR-NEAM should manage the assets of Darwin Select Insurance Company subject to the guidelines attached hereto; 3. The attached Schedule D, Secretary's Certificate is to be made a part of the Agreement; 4. The Darwin Select Insurance Company account shall be initially funded with the assets on the list attached hereto; and 5. GR-NEAM shall provide investment accounting services for Darwin Select Insurance Company retroactive to 12/31/04. In all other respects, the Agreement is hereby ratified and confirmed. \ Kindly indicate your consent to the foregoing by signing in the space indicated below. Very truly yours, Accepted and Agreed: GENERAL RE-NEW ENGLAND ALLEGHANY CORPORATION ASSET MANAGEMENT, INC. /s/ Gerald T. Lynch /s/ Dorothea C. Gilliam - ------------------------- ------------------------------------- By: Gerald T. Lynch By: Dorothea C. Gilliam Its: President Its: Vice President -- Investments 2