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: Glisson Britton L. (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	A	877	—	Acquired	13604.732	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1354	Indirect
Common Stock	702	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 877 restricted stock units reported on this Form 4, the total includes 761 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; 770 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; 1,668 restricted stock units granted pursuant to the Markel Corporation Omnibus Incentive Plan that will vest, subject to certain conditions, on May 10, 2015; and 960 restricted stock units granted pursuant to the Markel Corporation Omnibus Incentive Plan, of which 710 units will vest on December 31, 2015 and 250 units will vest on February 21, 2017.

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: Beneficial ownership of securities is disclaimed.