MARKEL GROUP INC. — Director's Dealing 2015

Feb 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARKEL CORP (MKL)
CIK: 0001096343
Period of Report: 2015-02-23

Reporting Person: Crouch Nora N (Controller and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	A	264	$0.00	Acquired	2236.9289	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	374.213	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 264 restricted stock units reported in this Form 4, the total includes 571 and 247 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 and December 31, 2018, respectively; 197 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 175 restricted stock units awarded 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, 2014 and utilizes the closing stock price on that date of $682.84 per share. As of December 31, 2014, a unit under the Plan represented one share of Common Stock.