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: 2013-12-02

Reporting Person: Albanese Gerard JR (EVP & Chief Underwriting Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	F	115	$559.51	Disposed	13927.31	Direct
2014-02-19	Common Stock	A	1841	—	Acquired	15768.31	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	783.596	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 1,841 restricted stock units reported on this Form 4, the total includes 3,805 restricted stock units granted pursuant to the Markel Corporation 2012 Equity Incentive Compensation Plan that will vest, subject to certain conditions, on May 13, 2016; 890 restricted stock units granted 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; 2,224 restricted stock units granted pursuant to the Markel Corporation Omnibus Incentive Plan that will vest, subject to certain conditions, on May 10, 2015; and 719 restricted stock units granted pursuant to the Markel Corporation Omnibus Incentive Plan that will vest, subject to certain conditions, on December 31, 2015.

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.

F4: This entry reflects the payment of tax liability associated with the vesting of 347 restricted stock units on December 2, 2013.