Investment Management Agreement

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                                                                  Exhibit 10.3.1

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                 GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC.

                         Investment Management Agreement

          This Agreement is made as of the 1st day of July, 2004, between

          1. GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., a corporation
organized under the laws of the State of Delaware ("Manager"); and

          2. ALLEGHANY CORPORATION, a corporation organized under the laws of
the State of Delaware and its affiliates listed on Schedule E- l and signatories
hereto (collectively, the "Client").

          WHEREAS, Client desires to appoint Manager as the investment manager
of that portion of Client's assets constituting the Account (as defined below)
for fees agreed upon in Schedule A.III.;

          NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:

          Section 1. The Account. The cash, securities and other assets placed
by Client in the account to be managed under this Agreement (the "Account") are
listed on Section I.A. of Schedule A. Assets may be added to the Account at any
time. Client will provide notification to the Manager of any such additions. The
Account will include these assets and any changes in them resulting from
transactions directed by Manager, withdrawals and additions made by Client, or
dividends, interest, stock splits and other earnings, gains or losses on the
assets,

          Assets of the Client that are not to be managed by Manager are
separately identified on Schedule A ("Unmanaged Assets"). Manager may include
these assets in its periodic reports to Client, but will exclude their value
when calculating Manager's asset management fees.

          Section 2. Management of the Account. Manager will make all investment
decisions for the Account, in Manager's sole discretion and without first
consulting or notifying Client, in accordance with the investment restrictions
and guidelines which are attached as Schedule B (the "Investment Guidelines").
If Manager manages only a portion of Client's portfolio, unless otherwise
specified by Client in writing, Investment Guidelines' restrictions relate
specifically to the assets managed by Manager. Client may change these
Investment Guidelines at any time, but Manager will be bound by the changes only
after it has received and agreed to them in writing. Other than by the
Investment Guidelines and the terms of this Agreement, the investments made by
Manager on behalf of the Client will not be restricted in any manner, except by
operation of law.

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          Manager will have full power and authority, on behalf of Client, to
instruct any brokers, dealers or banks to buy, sell, exchange, convert or
otherwise trade in all securities, futures or other investments for the Account.

          Manager will not be responsible for giving Client investment advice or
taking any other action with respect to Unmanaged Assets.

          Client appoints Manager as the true and lawful attorney of the Client
for and in the name, place and stead of Client, in Manager's unrestricted
discretion, to operate and conduct the brokerage accounts of the Client and to
do and perform all and every act and thing whatsoever requisite in furtherance
of this Agreement, including the execution of all writings related to the
purchase or sale, assignments, transfers and ownership of any stocks, bonds,
commodities, or other derivatives or securities. Manager is hereby fully
authorized to act and rely on the authority vested pursuant to said power of
attorney.

          Effective as of January 1, 2004, and until further notice, Manager
will provide investment accounting services for Client, and will assist Client
in preparing Client's statutory Schedule D, if applicable. Client acknowledges
that Manager will provide accounting data according to Manager's standard
interpretation of accounting principles, unless expressly instructed otherwise
by Client's prior written notice.

          Section 3. Transactions for the Account. Manager will arrange for
securities transactions for the Account to be executed through those brokers,
dealers or banks that Manager believes will provide best execution. In choosing
a broker, dealer or bank, Manager will consider the broker, dealer or bank's
execution capability, reputation and access to the markets for the securities
being traded for the Account. Manager will seek competitive commission rates,
but not necessarily the lowest rates available.

          Manager may also send transactions for the Account to brokers who
charge higher commissions than other brokers, provided that Manager determines
in good faith that the amount of commissions Manager pays is reasonable in
relation to the value of the brokerage and research services provided, viewed in
terms either of that particular transaction or Manager's overall
responsibilities with respect to all clients whose accounts Manager manages on a
discretionary basis.

          Portfolio transactions for each client account generally are completed
independently. However, if Manager decides to purchase or sell the same
securities for Client and other clients at about the same time, Manager may
combine Client's order with those of other clients if Manager reasonably
believes that it will be able to negotiate better prices or lower commission
rates or transaction costs for the combined order than for Client's order alone.
Client will pay the average price and transaction costs obtained for such
combined orders, Manager generally will allocate securities purchased or sold as
part of a combined order to Client's Account and to accounts of other clients
according to the size of the order placed for each client.


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          If Manager cannot obtain execution for the total amount of the
securities in the combined orders, adjustments to the allocation will be made on
a random number generator methodology. However, Manager may increase or decrease
the amounts of securities allocated to each client if necessary to avoid having
odd or small numbers of shares held for the account of any client. Each client
that participates in a combined order will receive or pay the average share
price and/or transactions costs for all transactions executed as part of the
combined order.

          If Client directs Manager to use particular brokers, dealers or banks
to execute transactions for the Account, Manager will do so, but Manager will
not seek better execution services or prices for Client from other brokers,
dealers or banks, and Client may pay higher prices or transaction costs as a
result. Manager also may not be able to seek better execution services for
Client by combining Client's orders with those of other clients.

          Client may direct all transactions for the Account to a particular
broker, dealer or bank, by writing the name and address of that broker, dealer
or bank in the space provided on Schedule A.

          Section 4. Transaction Confirmations. Manager will instruct the
brokers, dealers or banks who execute transactions for the Account to send
Client all transaction confirmations, unless Client chooses not to receive
confirmations. If Client does not wish to receive individual confirmations, this
box should be checked. [ ]

          Client may elect to receive individual confirmations at any time by
giving Manager written notice.

          Section 5. Custody of Account Assets. The assets in the Account will
be held for Client by the custodian named on Schedule A (the "Custodian").
Manager will not have custody of any Account assets. Client will pay all fees of
the Custodian.

          Client will authorize the Custodian to follow Manager's instructions
to make and accept payments for, and to deliver or to receive, securities, cash
or other investments purchased, sold, redeemed, exchanged, pledged or loaned for
the Account. Client also will instruct the Custodian to send Client and Manager
monthly statements showing the assets in and all transactions for the Account
during the month, including any payments of Manager's fees.

          Client will provide Manager with a copy of its agreement with the
Custodian, and will give Manager reasonable advance notice of any change of
Custodian.

          Section 6. Client Reports and Electronically Available "CARA(TM)"
Toolset and Information. Both Parties agree that the Web Access Addendum
attached as Schedule F hereto shall govern the Manager's provisions and Client's
use of the electronically available CARA(TM) toolset and information.

          Manager shall prepare 1) Quarterly investment guideline compliance
status report; 2) monthly appraisal reports and detailed holdings reports,
showing current


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book values, securities valuations, unrealized gains and losses, book yields and
average life; and 3) quality and maturity distribution reports.

          Additionally, investment accounting reports generally include the
following:

          -    Investment Income Earned

          -    Securities on Deposit - By State

          -    Summary of General Ledger Journal Entries

          -    Trial Balance

          -    Schedule D data, including NAIC Rating information