MARKEL GROUP INC. — Director's Dealing 2010

Feb 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARKEL CORP (MKL)
CIK: 0001096343
Period of Report: 2010-02-05

Reporting Person: KIRSHNER ALAN I (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Stock	J	7500	—	Disposed	24540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-05	Contract	$	J	7500	Disposed	2010-02-05	Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	422.422	Indirect
Common Stock	255.344	Indirect

Footnotes

F1: On February 5, 2007, Mr. Kirshner entered into a Prepaid Forward Agreement ("Forward Agreement") relating to the forward sale of 7,500 shares of common stock of Markel Corporation ("Common Stock").

F2: The Forward Agreement provided that 3 business days after February 5, 2010 (the "Maturity Date"), Mr. Kirshner would deliver a number of shares of Common Stock (or, at the election of Mr. Kirshner 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 $493.1288 ("Floor Price"), Mr. Kirshner would deliver 7,500 shares; (b) if the Final Price was equal to or greater than the Floor Price but less than or equal to $641.0674 ("Cap Price"), Mr. Kirshner would deliver a number of shares equal to the Floor Price/Final Price x 7,500; and (c) if the Final Price was greater than the Cap Price, Mr. Kirshner 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 7,500. In consideration thereof, Mr. Kirshner received a price of $3,030,892.89.

F3: On February 5, 2010, the Final Price was $333.10. Mr. Kirshner delivered 7,500 shares of Common Stock in satisfaction of his obligations under the Forward Agreement.

F4: Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of December 31, 2009 and utilizes the closing stock price on that date of $340.00. As of 12/31/2009, a unit under the Plan represented one share of Common Stock.

F5: Beneficial ownership of securities is expressly disclaimed.