S-3ASR

As filed with the Securities and Exchange Commission on May 26, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MARKEL CORPORATION	Virginia	54-1959284
(Exact name of registrant as specified in charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148

(804) 747-0136

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

D. Michael Jones

General Counsel and Secretary

Markel Corporation

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148

(804) 747-0136

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Shares	19,542 shares	$335.985	$6,565,819	$468.14

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. Based on the average of the high and low prices for the registrant’s common shares on the New York Stock Exchange on May 21, 2010.

PROSPECTUS

Markel Corporation

19,542 Common Shares

This prospectus relates to the resale of up to 19,542 of our common shares by the selling shareholders listed in the section entitled “Selling Shareholders” in this prospectus. This prospectus may be supplemented from time to time by one or more prospectus supplements. The common shares being offered by the selling shareholders were issued on May 21, 2010 under a Share Exchange Agreement dated May 14, 2010 providing for the exchange of newly issued shares of Markel Corporation (“us” or the “Company”) delivered by Markel Ventures, Inc., a Virginia corporation and our wholly owned subsidiary, for all of the outstanding shares of AMF Holdco, Inc., a Virginia corporation, not already owned by Markel Ventures, Inc. We are not selling any securities under this prospectus or its supplements and will not receive any of the proceeds from the sale of shares by the selling shareholders.

The selling shareholders may sell the common shares described in this prospectus or its supplements in a number of different ways and at varying prices. We provide more information about how the selling shareholders may sell their common shares in the section entitled “Plan of Distribution” and in any supplements to this prospectus. We will not be paying any underwriting discounts or commissions in this offering.

Investing in our common shares involves risks and uncertainties that are described in the “Risk Factors” and “Safe Harbor and Cautionary Statements” sections beginning on page 3 of this prospectus.

Our common shares are traded on the New York Stock Exchange under the symbol “MKL.” On May 21, 2010, the last reported sale price of our common shares was $341.00 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 26, 2010.

TABLE OF CONTENTS

Summary	3
Markel Corporation	3
Risk Factors	3
Safe Harbor and Cautionary Statements	5
Use of Proceeds	7
Selling Shareholders	7
Description of Capital Stock	8
Plan of Distribution	11
About This Prospectus	13
Where You Can Find More Information About Markel	13
Incorporation of Information We File with the SEC	13
Legal Matters	14
Experts	14

You should rely only on the information contained in this prospectus or to which this prospectus refers you, or other offering materials filed by us with the Securities and Exchange Commission (SEC). We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling shareholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

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SUMMARY

Issuer	Markel Corporation
Securities Offered	19,542 common shares
Use of Proceeds	The common shares are being sold on behalf of the selling shareholders. Markel will not receive any proceeds of the offering.
Selling Shareholders	Allegiant Corporation, Bruce V. Campbell, Austin Brockenbrough, III, Margaret Shaia, Tim Cook
Risk Factors	You should consider carefully all the information contained or incorporated by reference in this prospectus and, in particular, you should read the sections entitled “Risk Factors” and “Safe Harbor and Cautionary Statements” before purchasing any of the common shares.
Plan of Distribution	The selling shareholders may sell the common shares described in this prospectus or its supplements in a number of different ways and at varying prices as described under “Plan of Distribution.”

MARKEL CORPORATION

We market and underwrite specialty insurance products and programs to a variety of niche markets and believe that our specialty product focus and niche market strategy enable us to develop expertise and specialized market knowledge. We seek to differentiate ourselves from competitors by reason of our expertise, service, continuity and other value-based considerations. We compete in three segments of the specialty insurance marketplace: the Excess and Surplus Lines, the Specialty Admitted and the London markets. Our financial goals are to earn consistent underwriting profits and superior investment returns to build shareholder value.

Markel Corporation is a Virginia corporation headquartered at 4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148, telephone number (804) 747-0136. We use the terms “we,” “us,” “our,” and “Markel” to refer to Markel Corporation in this prospectus.

RISK FACTORS

A wide range of factors could materially affect our future prospects and performance. The matters addressed under “Safe Harbor and Cautionary Statements” in this prospectus and “Critical Accounting Estimates,” “Market Risk Disclosures” and “Impact of Inflation” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference in this prospectus, describe most of the significant risks that could affect our operations and financial results. We are also subject to the risks described below.

We may experience losses from catastrophes. Because we are a property and casualty insurance company, we experience losses from man-made or natural catastrophes. Catastrophes may have a material adverse effect on operations. Catastrophes include windstorms, hurricanes, earthquakes, tornadoes, hail, severe winter weather and fires and may include terrorist events. We cannot predict how severe a particular catastrophe will be before it occurs. The extent of losses from catastrophes is a function of the total amount of losses incurred, the number of insureds affected, the frequency and severity of the events, the effectiveness of our catastrophe risk management program and the adequacy of our reinsurance coverage. Most catastrophes occur over a small geographic area; however, some catastrophes may produce significant damage in large, heavily populated areas. If, as many forecast, climate change results in an increase in the frequency and severity of weather-related catastrophes, we may experience additional catastrophe-related losses.

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Our results may be affected because actual insured losses differ from our loss reserves. Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to us and our payment of that loss. To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the related loss adjustment expenses. The process of estimating loss reserves is a difficult and complex exercise involving many variables and subjective judgments. This process may become more difficult if we experience a period of rising inflation. As part of the reserving process, we review historical data and consider the impact of such factors as:

• trends in claim frequency and severity,

• changes in operations,

• emerging economic and social trends,

• uncertainties relating to asbestos and environmental exposures,

• inflation, and

• changes in the regulatory and litigation environments.

This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events. There is no precise method, however, for evaluating the impact of any specific factor on the adequacy of reserves, and actual results will differ from original estimates. As part of the reserving process, we regularly review our loss reserves and make adjustments as necessary. Future increases in loss reserves will result in additional charges to earnings.

We are subject to regulation by insurance regulatory authorities that may affect our ability to implement our business objectives. Our insurance subsidiaries are subject to supervision and regulation by the insurance regulatory authorities in the various jurisdictions in which they conduct business. This regulation is intended for the benefit of policyholders rather than shareholders or holders of debt securities. Insurance regulatory authorities have broad regulatory, supervisory and administrative powers relating to solvency standards, licensing, policy rates and forms and the form and content of financial reports. In light of current economic conditions, regulatory and legislative authorities are considering enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of financial institutions. Regulatory authorities also may seek to exercise their supervisory or enforcement authority in new or more aggressive ways, such as imposing increased capital requirements. Any such actions, if they occurred, could affect the competitive market and the way we conduct our business and manage our capital. As a result, such actions could materially affect our results of operations, financial condition and liquidity.

Our ability to make payments on debt or other obligations depends on the receipt of funds from our subsidiaries. We are a holding company, and substantially all of our operations are conducted through our regulated subsidiaries. As a result, our cash flow and the ability to service our debt are dependent upon the earnings of our subsidiaries and on the distribution of earnings, loans or other payments by our subsidiaries to us. In addition, payment of dividends by our insurance subsidiaries may require prior regulatory notice or approval.

Competition in the property and casualty insurance industry could adversely affect our ability to grow or maintain premium volume. Among our competitive strengths have been our specialty product focus and our niche market strategy. These strengths also make us vulnerable in periods of intense competition to actions by other insurance companies who seek to write additional premiums without appropriate regard for ultimate profitability. During soft markets, it is very difficult for us to grow or

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maintain premium volume levels without sacrificing underwriting profits. In 2010, we will continue to pursue price increases in many product lines. If we are not successful in achieving our targeted rate increases, it may be difficult for us to improve underwriting margins and grow or maintain premium volume levels.

We invest a significant portion of our invested assets in equity securities, which may result in significant variability in our investment results and may adversely impact shareholders’ equity. Additionally, our equity investment portfolio is concentrated and declines in value on these significant investments could adversely affect our financial results. Equity securities were 49% of our shareholders’ equity at both December 31, 2009 and 2008. Equity securities have historically produced higher returns than fixed maturities; however, investing in equity securities may result in significant variability in investment returns from one period to the next. In times of heightened market volatility such as 2008 and early 2009, we could experience significant declines in the fair value of our equity investment portfolio, which would result in a material decrease in shareholders’ equity. Our equity portfolio is concentrated in particular issuers and industries and, as a result, a decline in the fair value of these significant investments also could result in a material decrease in shareholders’ equity. A material decrease in shareholders’ equity may adversely impact our ability to carry out our business plans.

Deterioration in the public debt and equity markets could lead to investment losses and adverse effects on our business. The severe downturn in the public debt and equity markets during 2008 and early 2009 resulted in significant realized and unrealized losses in our investment portfolio. We could incur substantial additional realized and unrealized losses if the financial markets experience similar significant disruptions in the future, which would have an adverse impact on our results of operations, financial condition, debt and financial strength ratings, insurance subsidiaries’ capital and ability to access capital markets. In addition, because of adverse conditions in the financial services industry, access to capital has generally become more difficult, which may adversely affect our ability to take advantage of business opportunities as they arise.

If we are not successful in the implementation of our One Markel initiative, we may experience increased costs, a decline in premium volume or increased internal control risk. Our One Markel initiative involves transitioning the business model for our Excess and Surplus Lines segment to a customer-focused, regional strategy. In the new model, our underwriters have access to and expertise in all of our product offerings and are located closer to our producers. The overall goal of One Markel is to grow our business while maintaining our underwriting integrity, with unified systems greatly enhancing our ability to accomplish this goal. We expect to incur higher expenses in the short term as we implement our new model and systems; however, if we are unsuccessful in implementing One Markel, we could also experience increased costs due to delays or disruptions from system conversions or lower underwriting profits if we cannot maintain our underwriting standards under the new model. In addition, adopting this new business model and implementing new information technology systems in support of this initiative will change the design of our system of internal controls, which may increase internal control risk for a period of time. We have made significant progress towards achieving the goals of One Markel. However, we still have risk in the areas mentioned above until the business model is fully integrated with internal and producer processes and new system development is completed, tested and implemented.

SAFE HARBOR AND CAUTIONARY STATEMENTS

This prospectus and the documents incorporated by reference contain statements concerning or incorporating our expectations, assumptions, plans, objectives, future financial or operating performance and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

There are risks and uncertainties that may cause actual results to differ materially from predicted results in forward-looking statements. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additional factors that could cause actual results to differ from those predicted are set forth under Risk Factors or are included in the items listed below:

• our anticipated premium volume is based on current knowledge and assumes no significant man-made or natural catastrophes, no significant changes in products or personnel and no adverse changes in market conditions;

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• we are legally required in certain instances to offer terrorism insurance and have attempted to manage our exposure; however, if there is a covered terrorist attack, we could sustain material losses;

• the impact of the events of September 11, 2001 will depend on the resolution of on-going insurance coverage litigation and arbitrations;

• the frequency and severity of catastrophic events is unpredictable and may be exacerbated if, as many forecast, conditions in the oceans and atmosphere result in increased hurricane or other adverse weather-related activity;

• changing legal and social trends and inherent uncertainties (including but not limited to those uncertainties associated with our asbestos and environmental reserves) in the loss estimation process can adversely impact the adequacy of loss reserves and the allowance for reinsurance recoverables;

• adverse developments in insurance coverage litigation could result in material increases in our estimates of loss reserves;

• the loss estimation process may become more uncertain if we experience a period of rising inflation;

• the costs and availability of reinsurance may impact our ability to write certain lines of business;

• industry and economic conditions can affect the ability and/or willingness of reinsurers to pay balances due;

• after the commutation of ceded reinsurance contracts, any subsequent adverse development in the re-assumed loss reserves will result in a charge to earnings;

• regulatory actions can impede our ability to charge adequate rates and efficiently allocate capital;

• economic conditions, volatility in interest and foreign currency exchange rates and changes in market value of concentrated investments can have a significant impact on the fair value of fixed maturities and equity securities, as well as the carrying value of other assets and liabilities, and this impact is heightened by the recent levels of market volatility;

• we cannot predict the extent and duration of the current economic recession; the effects of government intervention into the markets to address the recent financial crisis (including, among other things, financial stability and recovery initiatives; the government’s ownership interest in American International Group, Inc. and the restructuring of that company; potential regulatory changes affecting the insurance and financial services industries and the securities and derivatives markets; changes in tax policy; and pending legislation overhauling the federal financial regulatory structure); and their combined impact on our industry, business and investment portfolio;

• because of adverse conditions in the financial services industry, access to capital has generally become more difficult and/or more expensive, which may adversely affect our ability to take advantage of business opportunities as they may arise;

• we cannot predict the impact of recently adopted U.S. health care reform legislation and regulations under that legislation on our business;

• our One Markel initiative may take longer to implement and cost more than we anticipate and may not achieve some or all of its objectives;

• we completed a number of acquisitions in late 2009 and may engage in additional acquisition activity in the future, which may increase operational and control risks for a period of time;

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• if we experience a pandemic or a localized catastrophic event in an area where we have offices, our business operations could be adversely affected;

• loss of services of any executive officers could impact our operations; and

• adverse changes in our assigned financial strength or debt ratings could impact our ability to attract and retain business or obtain capital.

Our premium volume, underwriting and investment results and results from our non-insurance operations have been and will continue to be potentially materially affected by these factors. By making forward-looking statements, we do not intend to become obligated to publicly update or revise any such statements whether as a result of new information, future events or other changes. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as at their dates.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by selling shareholders. All proceeds from the sale of shares by selling shareholders will be for the accounts of such selling shareholders.

SELLING SHAREHOLDERS

This prospectus relates to the possible resale by the selling shareholders of common shares received by them on May 21, 2010 under a Share Exchange Agreement dated May 14, 2010 providing for the exchange of shares of the Company by Markel Ventures, Inc., a Virginia corporation and our wholly owned subsidiary, for all of the outstanding shares of AMF Holdco, Inc., a Virginia corporation, not already owned by Markel Ventures, Inc. We are filing the registration statement of which this prospectus is a part in accordance with the registration rights granted to the selling shareholders in the Share Exchange Agreement.

The selling shareholders may from time to time offer and sell under this prospectus any or all of the shares that the selling shareholders acquired under the Share Exchange Agreement.

The following table presents information regarding the selling shareholders and the shares that each selling shareholder may offer and sell from time to time under this prospectus. This table is prepared based on information supplied to us by the selling shareholders and reflects holdings as of May 21, 2010. As used in this prospectus, the term “selling shareholder” includes those selling shareholders identified below and any donees, pledges, transferees or other successors in interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Number of Shares Being Offered” represents all of the shares that a selling shareholder may offer under this prospectus. The column “Common shares Beneficially Owned After Offering” assumes that the selling shareholders sell all of the shares offered under this prospectus. However, because the selling shareholders may offer from time to time all, some or none of their shares under this prospectus, or in another permitted manner, no assurances can be given as to the actual number of shares that will be sold by the selling shareholders or that will be held by the selling shareholders after completion of the sales. In addition, we do not know how long the selling shareholders will hold their shares before selling them.

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Beneficial ownership is determined in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The percentage of shares beneficially owned before the offering is based on 9,807,254 shares of our common stock actually outstanding as of May 21, 2010.

Security Holder	Common shares Beneficially Owned Before Offering		Number of Shares Being Offered	Common shares Beneficially Owned After Offering
	Number	Percent		Number	Percent
Allegiant Corporation	10,485	*	10,385	100	*
Bruce V. Campbell	2,984	*	2,984	0	*
Austin Brockenbrough, III	5,489	*	5,239	250	*
Margaret Shaia	472	*	472	0	*
Tim Cook	462	*	462	0	*

* Less than 1%.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital consists of 50,000,000 common shares, no par value, and 10,000,000 preferred shares, no par value.

Common Shares

Each holder of our common shares is entitled to one vote for each share held of record on each matter submitted to a vote of shareholders. Cumulative voting in the election of directors is not permitted. As a result, the holders of more than 50% of the outstanding shares have the power to elect all directors. The quorum required at a shareholders’ meeting for consideration of any matter is a majority of the shares entitled to vote on that matter, represented in person or by proxy. If a quorum is present, the affirmative vote of a majority of the shares voting on the matter at the meeting is required for shareholder approval. However, approval is required by the affirmative vote of more than two-thirds of all shares entitled to vote, whether or not represented at the meeting, in the case of major corporate actions, such as:

• A merger,

• A share exchange,

• the dissolution of Markel,

• an amendment to our articles of incorporation, or

• the sale of all or substantially all of our assets.

These provisions, together with our ability to issue preferred shares with disproportionately high voting power could be used in, or have the effect of, preventing or deterring a party from gaining control of Markel, whether or not beneficial to public shareholders, and could discourage tactics that involve an actual or threatened change of control of Markel.

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Subject to the rights of any holders of our preferred shares, the holders of common shares are entitled to receive dividends when, as, and if declared by the board of directors out of funds legally available for that purpose and, in the event of liquidation, dissolution or winding up of Markel, to share ratably in all assets remaining after the payment of liabilities. There are no preemptive or other subscription rights, conversion rights, or redemption or sinking fund provisions with respect to common shares. All common shares outstanding upon the consummation of any offering will be legally issued, fully paid and nonassessable.

Our transfer agent and registrar for common shares is American Stock Transfer & Trust Company.

Voting Rights with Respect to Extraordinary Corporate Transactions

Under Virginia law, a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, other than in the usual and regular course of business, if the proposed transaction is approved by more than two-thirds of all of the votes entitled to be cast on that matter. A merger or share exchange plan must be approved by each voting group entitled to vote separately on the plan by more than two-thirds of all the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide for a greater or lesser vote, but not less than a majority of all the votes cast on the transaction by each voting group entitled to vote on the transaction. Our articles of incorporation do not provide for a greater or lesser vote.

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Anti-takeover Statutes

Virginia law, except as to companies that elect not to be covered, prohibits the following business combinations between a Virginia corporation and any “interested shareholder:”

• mergers and statutory share exchanges;

• material dispositions of corporate assets not in the ordinary course of business;

• any dissolution of the corporation proposed by or on behalf of an interested shareholder; or

• any reclassification, including a reverse stock split, recapitalization or merger of the corporation with its subsidiaries that increases the percentage of voting shares beneficially owned by an interested shareholder by more than 5%.

An interested shareholder of a corporation is, among others, a person who is, or an affiliate or associate of the corporation who was within three years of the transaction, a beneficial owner of more than 10% of any class of the outstanding voting shares of the corporation. In these cases, unless the affiliated transaction satisfies “fair price” criteria or comes within an applicable exemption, the affiliated transaction must be approved by the affirmative vote of a majority of the disinterested directors and by the affirmative vote of the holders of two-thirds of the voting shares other than shares beneficially owned by the interested shareholder. We have not made any election in our articles of incorporation not to be covered by this provision of the Virginia law.

Under Virginia law, voting rights for “control shares” must be approved by a corporation’s shareholders, not including the shares held by interested parties. “Control shares” are shares whose acquisition entitles the acquiror to between 1/5 and 1/3, between 1/3 and 1/2, or greater than 1/2 of a corporation’s voting power. If a shareholder has acquired control shares with a majority of all voting power and these shares have been given voting rights, all other shareholders have dissenters’ rights. Virginia law exempts from these provisions acquisitions where the corporation is a party to the governing agreement. We have not made any election not to be governed by these provisions of Virginia law. Our board of directors can elect not to be governed by these provisions at any time before four days after receipt of a control share acquisition notice.

Insurance Holding Company Regulations on Change of Control

We are regulated as an insurance holding company and are subject to state and foreign laws that restrict the ability of any person to obtain control of an insurance holding company without prior regulatory approval. Without this approval or an exemption, no person may acquire any voting security of an insurance holding company which controls an insurance subsidiary, or merge with the holding company. “Control” is generally defined as the direct or indirect power to direct or cause the direction of the management and policies of a person and is usually presumed to exist if a person directly or indirectly owns or controls 10% or more of the voting securities of another person.

Preferred Shares

Our preferred shares are issuable in one or more series from time to time at the direction of the board of directors. The board of directors is authorized, with respect to each series, to fix its:

• designation,

• relative rights, including voting, dividend, conversion, sinking fund and redemption rights,

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• preferences, including with respect to dividends and on liquidation, and

• limitations.

The board of directors, without shareholder approval, can issue preferred shares with voting and conversion rights that could adversely affect the voting power of the holders of common shares. This right of issuance could be used as a method of preventing a party from gaining control of us. All preferred shares outstanding upon the consummation of any offering will be legally issued, fully paid and nonassessable.

PLAN OF DISTRIBUTION

We are registering 19,542 common shares under this prospectus on behalf of the selling shareholders. To our knowledge, the selling shareholders have not entered into any agreement, arrangement or understanding with any particular broker or market maker with respect to the common shares offered hereby, nor do we know the identity of the brokers or market makers that will participate in the sale of the shares.

The selling shareholders may decide not to sell all the shares. The selling shareholders may from time to time offer some or all of the common shares through brokers, dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of the common shares for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling shareholders may arrange for other broker-dealers to participate. The selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the Securities Act). Any brokers, dealers or agents who participate in the distribution of the common shares may also be deemed to be “underwriters,” and any profits on the sale of the common shares by them and any discounts, commissions, or concessions received by them may be deemed to be underwriting discounts and commissions under the Securities Act. To the extent the selling shareholders may be deemed to be underwriters, the selling shareholders will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Sales may be made at then prevailing market prices, at prices related to prevailing market prices or at negotiated prices, through one or more of the following methods:

• a block trade in which the broker or dealer will attempt to sell the common shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker or dealer as principal and resale by the broker or dealer for its account under this prospectus;

• ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• privately negotiated transactions;

• a combination of such methods of sale; and

• any other method permitted under applicable law.

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In connection with sales of the common shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the common shares in the course of hedging in positions they assume. The selling shareholders may also sell common shares short and deliver common shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge common shares to broker-dealers that in turn may sell the shares.

Any shares covered by this prospectus which qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. In addition, the selling shareholders may transfer the shares by other means not described in this prospectus.

Any broker-dealer participating as agent in such transactions may receive commissions from the selling shareholders (and, if they act as agent for the purchaser of the shares, from the purchaser). Broker-dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling shareholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling shareholders. Broker-dealers who acquire shares as principal may resell the shares from time to time through any of the methods described above or otherwise at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of the shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a prospectus supplement will be filed, disclosing:

• the name of any such broker-dealers;

• the number of shares involved;

• the price at which such shares are to be sold;

• the commission paid or discounts or concessions allowed to the broker-dealers, where applicable;

• that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and

• other facts material to the transaction.

Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers.

Under the Share Exchange Agreement, the selling shareholders, on the one hand, and Markel, on the other hand, will indemnify each other, to the extent permitted by law, against specific liabilities in connection with the offer and sale of the common shares, including liabilities under the Securities Act. We will pay all of our expenses and specified expenses incurred by the selling shareholders incidental to the registration, offering and sale of the common shares, but the selling shareholders will be responsible for their own counsel fees and for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

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ABOUT THIS PROSPECTUS

This prospectus and any accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. We are subject to the informational requirements of the Exchange Act and, therefore, file reports and other information with the SEC. Our file number with the SEC is 001-15811. You should read both this prospectus and any prospectus supplement or other offering materials, together with the additional information described under the heading “Where You Can Find More Information About Markel.” Statements contained in this prospectus and any accompanying prospectus supplement or other offering materials about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents. You should not assume that the information in this prospectus, any prospectus supplement or any other offering materials is accurate as of any date other than the date on the front of each document.

WHERE YOU CAN FIND MORE INFORMATION ABOUT MARKEL

We are subject to the informational reporting requirements of the Exchange Act, which requires us to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. You may also inspect our filings over the Internet at the SEC’s home page at http://www.sec.gov.

Our common shares are listed on the New York Stock Exchange under the symbol “MKL.” Our reports, proxy statements and other information may also be read and copied at the New York Stock Exchange at 20 Broad Street, New York, NY 10005.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information and the information in the prospectus. We incorporate by reference the documents listed below:

• Our Annual Report on Form 10-K for the year ended December 31, 2009;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;

• Our Current Report on Form 8-K filed May 14, 2010;

• The description of our capital stock contained in our Form 8-A filed on April 7, 2000 under Section 12(b) of the Exchange Act; and

• all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before the termination of this offering.

You may request a copy of these filings at no cost, by writing or telephoning the office of Investor Relations, Markel Corporation, 4521 Highwoods Parkway, Glen Allen, Virginia 23060, telephone: (804) 747-0136, or e-mail Bruce Kay, Vice President of Investor Relations at bkay@markelcorp.com.

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LEGAL MATTERS

D. Michael Jones, General Counsel of Markel, has given an opinion as to the validity of the common shares. Mr. Jones is an employee of Markel, receives a salary from Markel and participates in employee compensation and benefit plans offered to Markel employees.

EXPERTS

The consolidated financial statements of Markel Corporation and subsidiaries as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2009 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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Part II

Information Not Required In The Prospectus

Item 14. Other Expenses Of Issuance And Distribution.

The following table sets forth the estimated expenses to be incurred in connection with the issuance and distribution of the securities being registered to be paid by the registrant. It does not include underwriting discounts and commissions.

Registration fee to the Securities and Exchange Commission	$	468
Printing and miscellaneous expenses	$	1,000
Accounting fees and expenses	$	3,500
Legal fees and expenses	$	2,500
New York Stock Exchange Listing Fees	$	5,000
Total	$	12,468

Item 15. Indemnification Of Directors And Officers.

Virginia law provides that, unless limited by its articles of incorporation, a corporation must indemnify a director or officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

Virginia law permits a corporation to indemnify, after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the following standard of conduct, an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if:

• he conducted himself in good faith;

• he believed in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and in all other cases that his conduct was at least not opposed to its best interests; and

• in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

A Virginia corporation, however, may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

In addition, Virginia law permits a corporation to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the article of incorporation or any bylaw made by the shareholders or any resolution adopted by the shareholders, except an indemnity against his willful misconduct or a knowing violation of the criminal law.

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Our articles of incorporation provide mandatory indemnification of officers and directors to the full extent permitted by Virginia law and for permissive indemnification of employees and agents to the same extent.

We maintain directors’ and officers’ liability insurance which may provide indemnification, including indemnification against liabilities under the Securities Act of 1933, to our officers and directors in certain circumstances.

Limitations on Director Liability

Virginia law provides that a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders for liabilities arising from a breach of, or failure to perform, any duty resulting solely from his status as director, unless the person asserting liability proves that the breach or failure to perform was in violation of the director’s duty to discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation, provided, that the director, unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

• one or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;

• legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person’s professional or expert competence; or

• a committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.

In addition, Virginia law provides that in any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of:

• the monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws; or

• the greater of $100,000 or the amount of cash compensation received by the officer or director from the corporation during the twelve months immediately preceding the act or omission for which liability was imposed.

Our articles of incorporation provide for the elimination of liability of officers and directors in every instance permitted under Virginia law. The liability of an officer or director is not limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law, including any claim of unlawful insider trading or manipulation of the market for any security.

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Item 16. Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Markel Corporation (incorporated by reference to Exhibit 3(i) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000).
3.2	Bylaws of Markel Corporation (incorporated by reference to the Exhibit of the Company’s Current Report on Form 8-K dated May 14, 2010).
4.1	Share Exchange Agreement dated as of May 14, 2010 among Markel Ventures, Inc., AMF Holdco, Inc., Markel Corporation and the Selling Shareholders, filed herewith.
5.1	Opinion of D. Michael Jones, counsel to the Issuer with respect to the Offered Securities, filed herewith.
23.1	Consent of KPMG LLP, filed herewith.
23.2	Consent of D. Michael Jones (contained in Exhibit 5.1).
24.1	Powers of Attorney from officers and directors, filed herewith.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale before such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was a part of the registration statement or made in any such document immediately before such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Markel Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, State of Virginia, on May 26, 2010.

MARKEL CORPORATION
By:	/s/    ANNE G. WALESKI
	Anne G. Waleski
Title:	Vice President, Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 26, 2010.

Signature	Title
/S/    ALAN I. KIRSHNER*         Alan I. Kirshner	Director, Chairman and Chief Executive Officer (Principal Executive Officer)
/S/    ANTHONY F. MARKEL*         Anthony F. Markel	Director
/S/    STEVEN A. MARKEL*         Steven A. Markel	Director
/S/    ANNE G. WALESKI         Anne G. Waleski	Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
/S/    NORA N. CROUCH         Nora N. Crouch	Controller and Chief Accounting Officer (Principal Accounting Officer)
/S/    J. ALFRED BROADDUS*         J. Alfred Broaddus	Director
/S/    DOUGLAS C. EBY*         Douglas C. Eby	Director
/S/    STEWART M. KASEN*         Stewart M. Kasen	Director

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/S/    LEMUEL E. LEWIS*         Lemuel E. Lewis	Director
/S/    DARRELL D. MARTIN*         Darrell D. Martin	Director
/S/    JAY M. WEINBERG*         Jay M. Weinberg	Director
/S/    DEBORA J. WILSON*         Debora J. Wilson	Director

*By:	/s/    D. MICHAEL JONES
	D. Michael Jones Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Markel Corporation (incorporated by reference to Exhibit 3(i) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000).
3.2	Bylaws of Markel Corporation (incorporated by reference to the Exhibit to the Company’s Current Report on Form 8-K dated May 14, 2010).
4.1	Share Exchange Agreement dated as of May 14, 2010 among Markel Ventures, Inc., AMF Holdco, Inc., Markel Corporation and the Selling Shareholders, filed herewith.
5.1	Opinion of D. Michael Jones, counsel to the Issuer with respect to the Offered Securities, filed herewith.
23.1	Consent of KPMG LLP, filed herewith.
23.2	Consent of D. Michael Jones (contained in Exhibit 5.1).
24.1	Powers of Attorney from officers and directors, filed herewith.

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EX-4.1

Exhibit 4.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT, dated as of May 14, 2010 (the “Agreement”), is by and among Markel Ventures, Inc., a Virginia corporation (“Ventures”), AMF Holdco, Inc., a Virginia corporation (“AMF Holdco”), the shareholders of AMF Holdco set forth in Schedule A (each a “Shareholder” and collectively the “Shareholders”) and, solely for the limited purposes expressly set forth below, Markel Corporation, a Virginia corporation (“Markel”).

A. Each Shareholder is the sole record and beneficial owner of the shares of the common stock, no par value, of the AMF Holdco (“AMF Holdco Common Stock”) set forth next to such Shareholder’s name in Schedule A (the “AMF Holdco Shares”).

B. Ventures is the record and beneficial owner of 4,286.154570 shares of the outstanding AMF Holdco Common Stock.

C. On the Closing Date (as defined below), the Shareholders will own in the aggregate 745.13795486 shares of AMF Holdco Common Stock.

D. Ventures is a wholly owned subsidiary of Markel.

E. Ventures and each Shareholder desires to exchange newly issued shares of Markel voting common stock, no par value (“Markel Common Stock”), for such Shareholder’s AMF Holdco Shares on the terms set forth herein (the “Exchange”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

In consideration of the mutual agreements and the representations and warranties contained in this Agreement and intending to be legally bound, the parties agree as follows:

ARTICLE I

SHARE EXCHANGE

1.1 Share Exchange. Ventures agrees to deliver to each Shareholder the number of shares of Markel Common Stock (the “Markel Common Shares”), and the amount of cash for fractional shares, set forth on Schedule A hereto in exchange for such Shareholder’s AMF Holdco Shares, and each Shareholder agrees to exchange all such Shareholder’s AMF Holdco Shares for the Markel Common Shares and such amount of cash for fractional shares.

1.2 Surrender and Payment.

(a) At the Closing (as defined below), each Shareholder will receive from Ventures a certificate representing such Shareholder’s Markel Common Shares, and a check for the cash amount for fractional shares set forth in Schedule A, in exchange for the delivery to Ventures of one or more stock certificates evidencing such Shareholder’s AMF Holdco Shares, duly endorsed for transfer or accompanied by appropriate transfer documents, with signatures guaranteed by a bank or registered broker-dealer, together with appropriate transfer stamps, if any.

(b) If any certificate representing a Shareholder’s AMF Holdco Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed in a form reasonably satisfactory to Ventures, together with any indemnity bond that Ventures may reasonably request, Ventures will issue in exchange for such lost, stolen or destroyed certificate the Redemption Consideration due with respect thereto.

1.3 Time and Place of Closing. The transactions contemplated by this Agreement will be consummated (the “Closing”) at 10:00 a.m. at the offices of McGuireWoods LLP on the fifth business

day after the date of this Agreement, or at such other place and time as may be agreed by the parties. The date on which the Closing occurs is the “Closing Date.”

1.4 Transfer Restrictions; Legend.

(a) The Markel Common Shares to be delivered to each Shareholder will not be registered under the Securities Act on the Closing Date and may not be transferred, sold or otherwise disposed of by any Shareholder except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act.

(b) Each certificate representing Markel Common Shares delivered to the Shareholders in accordance with Section 1.4(a) shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS PREVIOUSLY REGISTERED UNDER THE SECURITIES ACT, ONLY PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION.”

(c) Removal of Legend. Markel agrees to remove the legend contemplated by Section 1.4(b) (or any relevant portion thereof), by prompt delivery of substitute certificates upon the reasonable request of the holder if at such time such legend (or portion thereof) is no longer required for purposes of, or applicable pursuant to, the prior provisions of this Section 1.4.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF VENTURES

Ventures represents and warrants to each Shareholder as follows:

2.1 Corporate Status. Ventures is a corporation duly organized, validly existing and in good standing under the laws of Virginia. Ventures has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under, and carry out the provisions of, this Agreement.

2.2 Authorization; Binding Obligations; Governmental Consents.

(a) All corporate action on the part of Ventures necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder has been taken.

(b) This Agreement has been duly executed and delivered by Ventures and is the valid and legally binding obligation of Ventures, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.

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(c) No consent, approval, permit, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Ventures is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

2.3 Compliance with Other Instruments. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Ventures or any of its subsidiaries is a party or by which Ventures’s or any of its subsidiaries’ properties are bound.

2.4 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against or involving Ventures that question the validity of this Agreement or the taking of any action by Ventures hereunder or in connection herewith.

2.5 Consents. No permit, approval, authorization or consent of any person (other than any federal, state or local governmental authority) is required in connection with the execution, delivery and performance by Ventures of this Agreement or the consummation of the transactions contemplated hereby.

2.6 Brokers. No finder, broker, agent or other similar intermediary has acted for or on behalf of Ventures in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MARKEL

3.1 Corporate Status. Markel is a corporation duly organized, validly existing and in good standing under the laws of Virginia and has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under, and carry out the provisions of, this Agreement.

3.2 Authorization; Binding Obligations; Governmental Consents.

(a) All corporate action on the part of Markel necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder has been taken.

(b) This Agreement has been duly executed and delivered by Markel and is the valid and legally binding obligation of Markel, enforceable against Markel in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.

(c) Except as contemplated by Article VII of this Agreement, no consent, approval, permit, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Markel is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

3.3 Compliance with Other Instruments. The execution, delivery and performance of this Agreement will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Markel is a party or by which its properties are bound.

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3.4 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against or involving Markel that question the validity of this Agreement or the taking of any action by Markel hereunder or in connection herewith.

3.5 Consents. No permit, approval, authorization or consent of any person (other than any federal, state or local governmental authority) is required in connection with the execution, delivery and performance by Markel of this Agreement or the consummation of the transactions contemplated hereby.]

3.6 Markel Common Shares. Each Markel Common Share to be delivered to the Shareholders shall, when delivered in accordance with the terms of this Agreement at the Closing (i) be duly authorized, validly issued, fully paid and nonassessable and (ii) not have been issued in violation of any preemptive rights.

3.7 Brokers. No finder, broker, agent or other similar intermediary has acted for or on behalf of Markel in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder severally represents and warrants to Ventures as follows:

4.1 Corporate Status; Authorization. With respect to any Shareholder who is a corporation, such Shareholder: (i) is a corporation duly organized, validly existing and in good standing under the laws of Virginia; (ii) has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under, and carry out the provisions of, this Agreement; and (iii) has taken all corporate action on the part of such Shareholder necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder.

4.2 Binding Obligations; Governmental Consents.

(a) This Agreement has been duly executed and delivered by such Shareholder and is the valid and legally binding obligation of such Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights, and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.

(b) No consent, approval, permit, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of such Shareholder is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

4.3 Compliance with Other Instruments. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which such Shareholder is a party or by which such Shareholder or such Shareholder’s AMF Holdco Shares is bound, or result in the creation of any pledge, lien, charge or encumbrance upon the AMF Holdco Shares owned by such Shareholder.

4.4 Ownership of AMF Holdco Shares. Such Shareholder is the sole record and beneficial owner of such Shareholder’s AMF Holdco Shares, free of any pledge, lien, charge or encumbrance other than the transfer restrictions imposed by the AMF Holdco, Inc. Shareholders Agreement dated as of

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February 14, 2008 (the “Shareholders Agreement”); and as of the Closing Date the AMF Holdco Shares listed on Schedule A will constitute all of the capital stock of AMF Holdco owned, in any capacity, by such Shareholder.

4.5 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against or involving such Shareholder that question the validity of this Agreement or the taking of any action by such Shareholder hereunder or in connection herewith.

4.6 Consents. No permit, approval, authorization or consent of any person is required in connection with the execution, delivery and performance by such Shareholder of this Agreement or the consummation of the transactions contemplated hereby.

4.7 Accredited Investor. Such Shareholder (i) is an “Accredited Investor” as defined in Regulation D under the Securities Act, (ii) has had the opportunity to ask such questions and receive such information concerning Markel and Markel Common Stock as such Shareholder deems necessary, and (iii) is able to fend for himself, can bear the economic risk of the investment in Markel Common Stock, and has such knowledge and experience in financial and business matters that such Shareholder is capable of evaluating the merits and risks of the investment in Markel Common Stock.

4.8 Markel Information. In connection with this Agreement and the transactions contemplated hereby, such Shareholder is relying solely on the information relating to Markel’s business, finances and operations contained in filings by Markel with the Securities and Exchange Commission and further acknowledges that neither Ventures nor Markel makes any representation or warranty with respect to any matters relating to Markel, its business, financial condition, results of operations, prospects or otherwise, except to the extent expressly provided in Article III hereof.

4.9 Restricted Securities. Such Shareholder understands that the Markel Common Shares being delivered in connection with the transactions contemplated by this Agreement have not been registered under the Securities Act. Such Shareholder further understands that (i) such Markel Common Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, (ii) in the absence of an effective registration statement covering such securities or an available exemption from registration under the Securities Act, such securities must be held indefinitely and (iii) certificates for the Markel Common Shares delivered to the Shareholder will bear the legend set forth in Section 1.4(b).

4.10 AMF Holdco Information. AMF Holdco has made available to each Shareholder the (i) audited Consolidated Balance Sheets, Statements of Operations, Statements of Members’ Equity and Statements of Cash Flows of AMF Automation Technologies, LLC, a Virginia limited liability company and wholly owned subsidiary of AMF Holdco (“AMF”), as of December 31, 2009 and 2008 and for the years then ended and (ii) unaudited Consolidated Balance Sheet, Profit/Loss Statement and Statement of Cash Flows of AMF as of March 31, 2010 and for the quarterly period then ended (collectively, the “AMF Financial Statements”). Such Shareholder has had the opportunity to review the AMF Financial Statements. Based on such Shareholder’s position with AMF or its subsidiaries, such Shareholder has sufficient knowledge of AMF, its operations, prospects and financial position to determine whether or not to enter into this Agreement and has made such determination independently.

ARTICLE V

CLOSING

5.1 Form of Documents; Deliveries. At Closing, subject to Sections 5.2 and 5.3, the parties will deliver the documents, and will perform the acts, set forth in this Article V. All documents to be delivered at the Closing will be held in escrow by McGuireWoods LLP until the Closing Date, at which time they will be distributed to the appropriate parties.

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5.2 Conditions to Closing on the Part of Ventures. The obligation of Ventures to consummate the transactions contemplated by this Agreement will be subject to the following conditions:

(a) Each of the representations and warranties of the Shareholders contained in this Agreement must have been true and correct in all material respects at the time originally made, and must be true and correct in all material respects as of the Closing with the same force and effect as if such representations and warranties had been made at and as of the Closing;

(b) The Shareholders must have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing Date;

(c) All documents required to be delivered and actions required to be taken by the Shareholders under this Article V must have been delivered or taken on or before the Closing Date;

(d) The newly issued Markel Common Shares to be delivered to each Shareholder at the Closing shall have been issued and delivered to Ventures;

(e) The shares of AMF Holdco Common Stock owned by Ventures together with the AMF Holdco Shares owned by the Shareholders as of the Closing Date must constitute all of the shares of the capital stock of AMF Holdco outstanding as of the Closing Date; and

(f) No order, stay, decree, judgment or injunction has been entered, issued or enforced by any court of competent jurisdiction prohibiting the transactions contemplated by this Agreement, and no litigation has been initiated questioning the validity of this Agreement or the taking of any action hereunder.

5.3 Conditions to Closing on the Part of the Shareholders. The obligations of the Shareholders to consummate the transactions contemplated by this Agreement will be subject to the following conditions:

(a) Each of the representations and warranties of Ventures and Markel contained in this Agreement must have been true and correct in all material respects at the time originally made, and must be true and correct in all material respects as of the Closing with the same force and effect as if such representations and warranties had been made at and as of the Closing;

(b) Ventures must have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing Date;

(c) All documents required to be delivered and actions required to be taken by Ventures under this Article V must have been delivered or taken on or before the Closing Date; and

(d) No order, stay, decree, judgment or injunction has been entered, issued or enforced by any court of competent jurisdiction prohibiting the transactions contemplated by this Agreement.

5.4 Deliveries by Ventures. Ventures will deliver to each Shareholder a certificate representing such Shareholder’s respective Markel Common Shares and a check for the amount of cash for such Shareholder’s fractional shares set forth in Schedule A.

5.5 Deliveries by the Shareholders. Each Shareholder will deliver to Ventures one or more stock certificates evidencing such Shareholder’s AMF Holdco Shares, duly endorsed for transfer or accompanied by appropriate transfer documents, with signatures guaranteed by a bank or registered broker-dealer, together with appropriate transfer stamps, if any.

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ARTICLE VI

SHAREHOLDERS AGREEMENT

Each of the parties hereto agrees that (i) the transfer restrictions set forth in the Shareholders Agreement will not apply to the transactions contemplated hereby, and (ii) the Shareholders Agreement will terminate effective as of the Closing.

ARTICLE VII

REGISTRATION RIGHTS

7.1 Definitions. For all purposes of this Article VII, the following terms will have the meanings set forth below:

“Best Efforts” will mean, with respect to any efforts undertaken by Markel under this Agreement to accomplish a particular aim or satisfy a particular condition, Markel’s best efforts to cause such aim to be accomplished or such condition to be satisfied; provided, that Markel will not be deemed to be in breach of any obligation to use “Best Efforts” under this Agreement to the extent that Markel is unable to cause an aim to be accomplished or a condition to be satisfied as a result of the refusal or inability of, or any delay on the part of, a third party to perform an action or deliver a deliverable necessary to cause such aim to be accomplished or condition to be satisfied after Markel has undertaken all actions reasonably necessary to cause such third party to perform such action or deliver such deliverable.

“Registrable Securities” will mean (i) the Markel Common Shares delivered to the Shareholders in connection with the Exchange and (ii) any shares of Markel Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clause (i).

7.2 Registration Rights.

(a) Registration. Markel will, after the Closing, use its Best Efforts to effect as expeditiously as possible, but within 120 days after the Closing Date, the registration under the Securities Act of all the Registrable Securities that are then issued and outstanding. Markel will not be obligated to consummate more than one such registration.

(b) Expenses of Registration. Markel will bear and pay all expenses incurred in connection with the registration, filing or qualification of shares with respect to the registration under this Section 7.2 for the Shareholders, including, without limitation, all registration, filing, qualification, Blue Sky, printing and accounting fees relating or apportionable thereto, but excluding applicable transfer taxes and expenses of counsel to the Shareholders, which will be borne by the Shareholders.

(c) Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, Markel will:

(i) use its Best Efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(ii) use its Best Efforts to file with the SEC in a timely manner all reports and other documents required of Markel under the Securities Act and the Exchange Act; and

(iii) furnish promptly to the Shareholders upon request (a) a written statement by Markel as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, (b) Markel’s most recent SEC filings, and (c) such other information which may reasonably be requested by the

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Shareholders to take advantage of any other rule or regulation of the SEC which permits Shareholders to sell their Markel Shares without registration; provided, that Markel will be deemed to have furnished the Shareholders copies of any SEC filings that are available to the public on the SEC’s EDGAR website at www.sec.gov.

(d) Obligations of Markel. Whenever required under this Section 7.2 to effect the registration of the Registrable Securities, Markel will, as expeditiously as reasonably possible:

(i) Prepare and use its Best Efforts to file with the SEC a registration statement within 120 days after the Closing Date with respect to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of six months after the effective date of the registration statement or the disposition of all securities covered by the registration statement;

(ii) Prepare and use its Best Efforts to file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii) Furnish to the Shareholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statement;

(iv) Use its Best Efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Shareholders; provided, that Markel will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(v) Notify the Shareholders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly prepare (and file with the SEC) and furnish to the Shareholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of Markel Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(vi) Notify the Shareholders promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional information, and notify the Shareholders promptly of the filing of each amendment or supplement to such registration statement or prospectus;

(vii) Advise the Shareholders, promptly after it receives notice thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and

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(viii) Furnish to the Shareholders at least one conformed copy of the registration statement and any amendments thereto.

(e) Obligations of Shareholders. In connection with any registration required to be effected under this Section 7.2, the Shareholders will furnish to Markel such information regarding themselves, the shares held by them and the intended method of disposition of such shares as may be required to effect the registration of its shares.

(f) Sale of Registrable Securities by Shareholders. The Shareholders may sell Registrable Securities under an effective registration statement as long as, to the extent required by law, they arrange for delivery of a current prospectus and, if applicable, prospectus supplement to the transferee of such Registrable Securities. Upon the sale of any Registrable Securities by the Shareholders under a registration statement, the Shareholders will deliver to Markel’s transfer agent, with a copy to Markel, a Certificate of Subsequent Sale substantially in the form attached to this Agreement as Exhibit A so that the Registrable Securities may be properly transferred.

(g) Indemnification by Markel. Markel will indemnify, to the extent permitted by law, the Shareholders and each of them against all losses, claims, damages, liabilities and expenses (under the Securities Act or common law or otherwise) caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (as amended or supplemented if Markel has furnished any amendments or supplements thereto) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information furnished in writing to Markel by the Shareholders or either of them expressly for use therein.

(h) Indemnification by Shareholders. The Shareholders and each of them will indemnify, to the extent permitted by law, Markel against all losses, claims, damages, liabilities and expenses (under the Securities Act or common law or otherwise) caused by any untrue statement or alleged untrue statement of a material fact contained in any written material provided to Markel under Section 7.2(e) above or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that any untrue statement or omission of a material fact was subsequently corrected by the Shareholders in a writing delivered to Markel before completion of the final prospectus.

ARTICLE VIII

INDEMNIFICATION

8.1 General. From and after the Closing, the parties will indemnify each other as provided in this Article VIII. The representations and warranties of Ventures and the Shareholders will survive Closing as provided in this Article VIII.

8.2 Certain Definitions. For purposes of this Article VIII, the following terms will have the indicated meanings:

(a) “Damages” will mean all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, losses, fines, penalties, damages, amounts paid in settlement, costs and expenses, including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses sustained or incurred in connection with the defense or investigation of any of the foregoing;

(b) “Indemnified Party” will mean a party who is entitled to indemnification from another party under this Article VIII; and

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(c) “Indemnifying Party” will mean a party who is required to provide indemnification under this Article VIII to another party.

8.3 Indemnification Obligations of Shareholders. Each Shareholder will severally indemnify, save and keep harmless Ventures, Markel and their successors and assigns from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

(a) Any breach of any representation or warranty made by such Shareholder in this Agreement or in any closing document delivered to Ventures in connection with this Agreement;

(b) Any claim by any person to have a beneficial interest in the AMF Holdco Shares shown to be owned by such Shareholder on Schedule A; or

(c) Any breach by such Shareholder of, or failure by such Shareholder to comply with, any of its covenants or obligations under this Agreement;

8.4 Limitations on the Shareholders’ Indemnification Obligations. The aggregate liability of any Shareholder in connection with such Shareholder’s indemnification obligation under Section 8.3(a) will not exceed the product of (i) the number of such Shareholder’s AMF Holdco Shares times (ii) the AMF Holdco Common Stock Price per Share (as defined in Schedule A).

8.5 Ventures’s Indemnification Obligations. Ventures will indemnify, save and keep harmless the Shareholders and their respective successors and permitted assigns from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

(a) Any breach of any representation or warranty made by Ventures or Markel in this Agreement or in any closing document delivered to the Shareholders in connection with this Agreement; or

(b) Any breach by Ventures or Markel of, or failure by Ventures or Markel to comply with, any of its respective covenants or obligations under this Agreement.

8.6 Subrogation. The Indemnifying Party will not be entitled to require that any action be brought against any other person before action is brought against it hereunder by the Indemnified Party but will be subrogated to any right of action to the extent that it has paid or successfully defended against any claim against an Indemnified Party by a person who is not a party to this Agreement.

ARTICLE IX

MISCELLANEOUS

9.1 Publicity. Press releases or other public statements concerning the transactions contemplated hereby may be made only by Ventures or with its prior written consent.

9.2 Notices. All notices required or permitted to be given hereunder will be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail. Notices delivered by mail will be deemed given three business days after being deposited in the United States mail, postage prepaid, registered or certified mail. Notices delivered by hand, by facsimile, or by nationally recognized private courier will be deemed given upon receipt. All notices will be addressed as follows:

If to Ventures or Markel:

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060

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Facsimile: 804-965-1600

Attention: Corporate Secretary

If to a Shareholder, to the Shareholder’s address on Schedule A.

and/or to such other addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 9.2.

9.3 Expenses. Each of the Shareholders, Ventures and Markel will bear all fees and expenses he or it incurs in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including attorneys’, accountants’ and other professional fees and expenses. No fees or expenses of the Shareholders will be paid by AMF Holdco.

9.4 Entire Agreement. This Agreement (including any exhibits and schedules) and the instruments to be delivered by the parties under the provisions hereof constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements between or among the parties with respect to its subject matter.

9.5 Non-Waiver. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right or privilege conferred by this Agreement, or the waiver by such party of any breach of any of the terms, covenants or conditions of this Agreement, will not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges. No waiver will be effective unless it is in writing and signed by an authorized representative of the waiving party.

9.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original, and all such counterparts will constitute but one instrument.

9.7 Severability. The invalidity of any provision of this Agreement, or any portion of a provision, will not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

9.8 Applicable Law. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia.

9.9 Binding Effect; Benefit. This Agreement will inure to the benefit of and be binding upon the parties and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, including any third party beneficiary rights.

9.10 Assignability. This Agreement will not be assignable by any Shareholder without the prior written consent of Ventures.

9.11 Amendments. This Agreement may not be modified or amended except by an instrument in writing executed and delivered by the party to be charged with the modification or amendment.

9.12 Headings; Interpretation. The headings contained in this agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement. Unless otherwise indicated, all references to sections, exhibits and schedules are to sections, exhibits and schedules of or to this Agreement. Unless the context requires otherwise, the word “including” will be interpreted to mean “including without limitation.” The masculine gender includes the neuter, and the singular includes the plural, and vice versa.

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9.13 Waiver of Jury Trial. EACH OF THE PARTIES WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

9.14 Termination. This Agreement and the transactions contemplated hereby may be terminated and abandoned at any time before the Closing:

(a) By mutual written consent of Ventures and all the Shareholders;

(b) By either Ventures or all the Shareholders if the Closing Date has not occurred by July 1, 2010; or

(c) By either Ventures or all the Shareholders, if the terminating party is not then in material breach of any representation, warranty or covenant in this Agreement and there has been a material breach by the other party of any of its representations, warranties or covenants under this Agreement which has not been cured on 10 days’ written notice.

9.15 Plan of Reorganization. For United States federal income tax purposes it is intended by the parties that the Exchange qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement is hereby adopted as a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

[Remainder of page intentionally left blank]

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Each party has therefore caused this Agreement to be duly executed as of the day and year first above written.

MARKEL VENTURES, INC.
By	/s/ Thomas S. Gayner
Name: Title:	Thomas S. Gayner President

AMF HOLDCO, INC.
By	/s/ Ken Newsome
Name: Title:	Ken Newsome President

SHAREHOLDERS: Allegiant Corporation
By	/s/ Ken Newsome
Name: Title:	Ken Newsome President

/s/ Bruce V. Campbell

Bruce V. Campbell

/s/ Austin Brockenbrough, III

Austin Brockenbrough, III

/s/ Margaret Shaia

Margaret Shaia

/s/ Tim Cook

Tim Cook

Solely for purposes of Sections 1.4(c) and Article VII and the representations and warranties made in Article III of this Agreement: MARKEL CORPORATION
By	/s/ Thomas S. Gayner
Name: Title:	Thomas S. Gayner President

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SCHEDULE A

Name and Address	Shares of AMF Holdco Common Stock (“AMF Holdco Shares”)	Shares of Markel Common Stock to be Delivered (“Markel Common Shares”)	Cash for Fractional Shares
Allegiant Corporation Attn: Ken Newsome c/o AMF Automation Technologies, LLC 2115 W Laburnum Avenue Richmond, VA 23227	395.95730738	10,385	$123.88
Bruce V. Campbell AMF Automation Technologies, LLC 2115 W Laburnum Avenue Richmond, VA 23227	113.77906009	2,984	$88.52
Austin Brockenbrough, III Lowe Brockenbrough & Co. 1802 Bayberry Court, Suite 400 Richmond, VA 23226-3767	199.75764639	5,239	$118.91
Margaret Shaia AMF Automation Technologies, LLC 2115 W Laburnum Avenue Richmond, VA 23227	18.00199041	472	$58.46
Tim Cook AMF Automation Technologies, LLC 2115 W Laburnum Avenue Richmond, VA 23227	17.64195060	462	$256.42

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Exhibit A

Certificate of Subsequent Sale

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060

Attention: Corporate Secretary

Dear Sir:

We have been requested to act as broker or dealer in connection with the sale of the following shares of Markel Corporation:

Selling Stockholder:

No. of Shares Sold:

Registration Statement: 333-

Date of Prospectus:

Trade Date(s):

In connection therewith, the undersigned hereby certifies that the number of shares sold, as indicated above, were sold for the account of the registered owner in accordance with the above-referenced prospectus. A copy of the prospectus was properly delivered in accordance with the prospectus delivery requirements of Section 5(b)(2) of the Securities Act of 1933, as amended. Please authorize the transfer of these shares without further restriction.

Thank you for your assistance in this matter.

Sincerely,

[FIRM NAME]

By:

Print name: Title:

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EX-5.1

EXHIBIT 5.1

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060

May 26, 2010

Board of Directors

Markel Corporation

4521 Highwoods Parkway

Glen Allen, VA 23060

Gentlemen:

Reference is made to the Registration Statement on Form S-3 of Markel Corporation (the “Company”) being filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with the registration of 19,542 shares of the Company (the “Common Shares”) under the Securities Act of 1933, as amended (the “Securities Act”). I am the Company’s General Counsel and have represented it in connection with the Registration Statement.

In connection with the delivery of this opinion, I have examined originals or copies of the articles of incorporation and bylaws of the Company, the Registration Statement and the exhibits thereto, certain resolutions adopted by the Board of Directors, and such other records, certificates and other documents of public officials, the Company and its officers and representatives, and have made such inquiries of the Company and its officers and representatives, as I have deemed necessary or appropriate in connection with the opinions set forth herein. I am familiar with the proceedings taken by the Company in connection with the authorization, registration, issuance and sale of the Common Shares. With respect to certain factual matters, I have relied upon representations set forth in the Registration Statement, or otherwise made by officers of the Company. In making such examination and rendering the opinions set forth below, I have assumed without verification (i) that all documents submitted to me as originals are authentic, complete and accurate, (ii) that all documents submitted to me as copies conform to authentic original documents and (iii) the legal capacity of all individuals executing such documents.

Based on such examination and review, and subject to the foregoing, I am of the opinion that:

1. The Company is a corporation validly existing under the laws of the Commonwealth of Virginia and has the corporate power to conduct its business as now conducted and to issue the Common Shares.

2. The Common Shares have been legally issued and are fully paid and non-assessable.

This opinion is limited to the laws of the United States of America and the Commonwealth of Virginia, and I have not considered, and I express no opinion as to, the laws of any other jurisdiction.

I consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the statements made with regard to me under the caption “LEGAL MATTERS” appearing in the prospectus that is a part of the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ D. Michael Jones

D. Michael Jones

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Markel Corporation:

We consent to the use of our reports dated March 1, 2010 with respect to the consolidated balance sheets of Markel Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated by reference herein, and to the reference to our firm under the heading “Experts” in the prospectus.

As discussed in note 1 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320-10-65 related to the recognition and presentation of other-than-temporary impairment of investments on April 1, 2009. As discussed in note 7 to the consolidated financial statements, the Company adopted the provisions of FASB ASC 740-10 related to accounting for uncertainty in income taxes on January 1, 2007.

/s/ KPMG LLP

Richmond, Virginia

May 25, 2010

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned hereby appoints Anne G. Waleski , D. Michael Jones and Linda S. Rotz (each with full power to act alone), as his or her true and lawful attorneys-in-fact, and grants unto such attorneys the authority in his or her name and on his or her behalf to execute and file (individually and in the capacity stated below) any documents relating to the registration by Markel Corporation (the “Company”) of common shares in connection with the Company’s filing of a Registration Statement on Form S-3 and any and all amendments or supplements thereto, in each case with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto such attorneys, and each of them, full power and authority to perform each and every act necessary in order to accomplish the foregoing registration as fully as he himself might do.

IN WITNESS WHEREOF, the undersigned has signed this power of attorney as of May 10, 2010.

/s/ Alan I. Kirshner	/s/ Stewart M. Kasen
Alan I. Kirshner, Director, Chairman and Chief Executive Officer	Stewart M. Kasen, Director
/s/ Anthony F. Markel	/s/ Lemuel E. Lewis
Anthony F. Markel, Director	Lemuel E. Lewis, Director
/s/ Steven A. Markel	/s/ Darrell D. Martin
Steven A. Markel, Director	Darrell D. Martin, Director
/s/ J. Alfred Broaddus, Jr.	/s/ Jay M. Weinberg
J. Alfred Broaddus, Jr., Director	Jay M. Weinberg, Director
/s/ Douglas C. Eby	/s/ Debora J. Wilson
Douglas C. Eby, Director	Debora J. Wilson, Director