MARKEL GROUP INC. — Director's Dealing 2010

Feb 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARKEL CORP (MKL)
CIK: 0001096343
Period of Report: 2010-02-01

Reporting Person: MARTIN DARRELL D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Comon Stock	J	5000	—	Disposed	19417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Contract	$	J	5000	Disposed	2010-02-01	Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3500	Indirect

Footnotes

F1: On January 31, 2007, Mr. Martin entered into a Prepaid Forward Agreement ("Forward Agreement") relating to the forward sale of 5,000 shares of common stock of Markel Corporation ("Common Stock").

F2: The Forward Agreement provided that three business days after February 1, 2010 (the "Maturity Date"), Mr. Martin would deliver to the counterparty to the Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Martin given in advance, the cash equivalent of such shares), based on the following: (a) if the closing price per share of Common Stock on the Maturity Date ("Final Price") was less than $486.00 ("Floor Price"), Mr. Martin would deliver 5,000 shares; (b) if the Final Price was equal to or greater than the Floor Price but less than or equal to $972.00 ("Cap Price"), Mr. Martin would deliver a number of shares equal to the Floor Price/Final Price x 5,000; and (c) if the Final Price was greater than the Cap Price, Mr. Martin would deliver a number of shares equal to the product of the sum of [(Floor Price/Final Price) + ((Final Price - Cap Price)/Final Price)] x 5,000. In consideration thereof, Mr. Martin received a price of $1,868,670.

F3: On February 1, 2010, the Final Price was $331.49. Mr. Martin delivered 5,000 shares of Common Stock in satisfaction of his obligations under the Forward Agreement.

F4: Includes 125 shares of restricted stock awarded pursuant to the Markel Corporation Omnibus Incentive Plan that will vest on May 10, 2010.

F5: Beneficial ownership of securities is expressly disclaimed.