MARKEL GROUP INC. — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARKEL CORP (MKL)
CIK: 0001096343
Period of Report: 2014-02-19

Reporting Person: Waleski Anne G (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	A	931	—	Acquired	5739.9879	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1323.950	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan that will vest, subject to certain conditions, on December 31, 2018.

F2: In addition to the award of 931 restricted stock units reported on this Form 4, the total includes 1,427 restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan that will vest, subject to certain conditions, on May 13, 2016; 760 restricted stock units awarded pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan and the Markel Corporation Omnibus Incentive Plan, as applicable, that will vest, subject to certain conditions, on December 31, 2017; and 1,532 restricted stock units awarded pursuant to the Markel Corporation Omnibus Incentive Plan, of which 625 units will vest on May 9, 2015, 282 units will vest on December 31, 2015, and 625 units will vest on May 9, 2016.

F3: 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, 2013 and utilizes the closing stock price on that date of $580.35 per share. As of December 31, 2013, a unit under the Plan represented one share of Common Stock.