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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of September 30, 2009 and utilizes the closing stock price on that date of $329.82. As of 9/30/2009, a unit under the Plan represented one share of Common Stock. |
(2) |
Beneficial ownership of securities is expressly disclaimed. |
(3) |
On January 31, 2007, Mr. Martin entered into a Prepaid Forward Agreement ("Forward Agreement") relating to the forward sale of 5000 shares of common stock of Markel Corporation ("Common Stock"). On January 31, 2007, the counterparty to the Forward Agreement sold 5000 shares of Common Stock into the public market at a weighted average per-share price equal to $486.00 (the "Floor Price"). The Forward Agreement provides that three business days after February 1, 2010 (the "Maturity Date'), Mr. Martin will deliver to the counterparty to the Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Martin, the cash equivalent of such shares) based on an agreed formula. |
(4) |
The agreed formula provides that (a) if the closing price per share of Common Stock on the Maturity Date ("Final Price") is less than the Floor Price, Mr. Martin will deliver 5000 shares; (b) if the Final Price is equal to or greater than the Floor Price but less than or equal to $972.00 (the "Cap Price"), Mr. Martin will deliver a number of shares equal to the Floor Price/Final Price x 5000; and (c) if the Final Price is greater than the Cap Price, Mr. Martin will deliver a number of shares equal to the product of the sum of [(Floor Price/Final Price) + ((Final Price - Cap Price)/Final Price)] x 5000. In consideration of the Forward Agreement, Mr. Martin received a price of $1,868,670. |