MARKEL CORP (Form: S-8, Received: 10/20/2010 16:54:55)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARKEL CORPORATION

(Exact name of registrant as specified in charter)

Virginia

54-1959284

(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)

Aspen Holdings, Inc. 2008 Stock Option Plan

Aspen Holdings, Inc. 2008 Stock Option Plan for Non-Employee

Directors

(Full Title of the Plans)

D. Michael Jones

General Counsel and Secretary

Markel Corporation

4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148

(Name and address of agent for service)

(804) 747-0136

(Telephone number, including area code, of agent for service)

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.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	58,116	$225.94	$13,130,729.04	$936.22

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such number of additional securities that may be offered pursuant to the terms of the Aspen Holdings, Inc. 2008 Stock Option Plan and the Aspen Holdings, Inc. 2008 Stock Option Plan for Non-Employee Directors, which provide for a change in the amount or type of securities being offered or issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. Based on the average of the price at which the options may be exercised; see Explanatory Note for additional detail.

Proposed sale to take place as soon as after the effective date of the registration statement as

awards under the Plan are exercised.

EXPLANATORY NOTE

On July 12, 2010, Markel Corporation (the “ Registrant ”) and Markel Aspen, Inc. (“ Markel Aspen ”), a wholly owned subsidiary of the Registrant entered into an Agreement and Plan of Merger with Aspen Holdings, Inc. (“ Aspen Holdings ”) providing for Markel Aspen to merge with and into Aspen Holdings (the “Merger”), with Aspen Holdings becoming a wholly-owned subsidiary of the Registrant. On October 15, 2010, the Merger was completed. In connection with the Merger, outstanding options to acquire Aspen Holdings common stock (the “ Aspen Options ”) granted under the Aspen Holdings, Inc. 2008 Stock Option Plan and the Aspen Holdings, Inc. 2008 Stock Option Plan for Non-Employee Directors, became fully vested and were assumed by Registrant and converted into options to purchase shares of common stock, no par value, of the Registrant.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “ SEC ,” or the “ Commission ”). The documents containing the information called for in Part I of Form S-8, along with the information incorporated by reference under Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated in this Registration Statement by reference:

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

(2)

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010;

(3)

The Registrant’s Current Reports on Form 8-K filed May 14, 2010 and July 14, 2010; and

(4)

The description of the Registrant’s capital stock contained in its Form 8-A filed on April 7, 2000 under Section 12(b) of the Exchange Act.

All reports and other documents filed by the Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not Applicable.

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

Item 6.

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.

The Registrant’s 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.

The Registrant maintains 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.

The Registrant’s 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.

Item 7.

Exemption from Registration Claimed.

Not Applicable.

Item 8.

Exhibits.

See Exhibit Index following signatures.

Item 9.

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.

(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 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.

(5)

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.

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-8 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 October 20, 2010.


MARKEL CORPORATION

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

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 October 20, 2010.


Signature		Title

/ S / A LAN I. K IRSHNER *		Director, Chairman and Chief Executive Officer (Principal Executive Officer)
Alan I. Kirshner

/ S / A NTHONY F. M ARKEL *		Director
Anthony F. Markel		Director

/ S / S TEVEN A. M ARKEL *		Director
Steven A. Markel		Director

/ S / ANNE G. WALESKI		Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Anne G. Waleski

/ S / NORA N. CROUCH		Controller and Chief Accounting Officer (Principal Accounting Officer)
Nora N. Crouch

/ S / J. A LFRED B ROADDUS *		Director
J. Alfred Broaddus		Director

/ S / D OUGLAS C. E BY *		Director
Douglas C. Eby		Director



/s/ Stewart M. Kasen*		Director
Stewart M. Kasen		Director

/s/ Lemuel E. Lewis*		Director
Lemuel E. Lewis		Director

/s/ Darrell D. Martin*		Director
Darrell D. Martin		Director

/ S / J AY M. W EINBERG *		Director
Jay M. Weinberg		Director

/s/ Debora J. Wilson*		Director
Debora J. Wilson		Director

*By:

/s/ D. Michael Jones

D. Michael Jones

Attorney-in-fact

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).

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.

99.1		Aspen Holdings, Inc. Amended and Restated 2008 Stock Option Plan, filed herewith

99.2		Aspen Holdings, Inc. Amended and Restated 2008 Stock Option Plan for Non-Employee Directors, filed herewith

II-8

Exhibit 5.1

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060

October 20, 2010

Board of Directors

Markel Corporation

4521 Highwoods Parkway

Glen Allen, VA 23060

Gentlemen:

Reference is made to the Registration Statement on Form S-8 relating to the Aspen Holdings, Inc. 2008 Stock Option Plan and the Aspen Holdings, Inc. 2008 Stock Option Plan for Non-Employee Directors (the “Plans”) being filed with the Securities and Exchange Commission (the “Registration Statement”) by Markel Corporation (the “Company”) in connection with the registration of 58,116 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:

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.

Upon exercise of stock options granted under the Plans and assumed by the Company, and payment of the option price therefor, the Common Shares will be legally issued, 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. 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

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.

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

October 20, 2010

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-8 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

Exhibit 99.1

ASPEN HOLDINGS, INC.

AMENDED AND RESTATED 2008 STOCK OPTION PLAN

1. Plan . This Plan shall be known as the Aspen Holdings, Inc. 2008 Stock Option Plan.

2. Definitions . As used herein, the following definitions shall apply:

a. “Board” shall mean the Board of Directors of the Corporation.

b. “Code” shall mean the Internal Revenue Code of 1986, as amended.

c. “Common Stock” shall mean the Common Stock, no par value per share, of the Corporation.

d. “Compensation Committee” shall mean the compensation committee of the Board, as it shall be constituted from time to time, which committee is responsible for administering the Plan.

e. “Corporation” shall mean Markel Corporation, a Virginia corporation.

f. “Date of Grant” shall mean the date on which an Option was granted pursuant to this Plan.

g. “Employee” shall mean any officer or other key employee (as determined by the Compensation Committee) of the Corporation or one of its Subsidiaries (including any director who is also an officer or key employee of the Corporation or one of its Subsidiaries).

h. “Exercise Price” shall mean the Option price for each share of Common Stock subject to an Option.

i. “Fair Market Value” shall mean the average of the reported high and low prices on the New York Stock Exchange (or such other exchange which is the principal exchange on which the Common Stock is traded) on the determination date

j. Reserved .

k. “Option” shall mean a stock option granted under this Plan.

l. “Option Agreement” shall mean an agreement between Aspen Holdings, Inc. and a participant containing the terms and provisions applicable to such Participant’s Option under this Plan.

m. “Optionee” or “Participant” shall mean any Employee who receives an Option pursuant to this Plan.

n. “Plan” shall mean this Amended and Restated 2008 Stock Option Plan.

o. “Securities Act” shall mean the Securities Act of 1933, as amended.

3. Term of Plan . The Plan initially became effective on August 26, 2008. The Plan shall continue in effect until all options previously granted under this Plan have expired, terminated or been exercised in full.

4. Reserved.

5. Reserved.

6. Grant of Options . Effective October 15, 2010, no additional Options shall be granted under the Plan.

7. Reserved.

8. Reserved.

9. Vesting . Effective October 15, 2010, all outstanding Options under the Plan shall be fully vested.

10. Exercise . A Participant may pay the Exercise Price of the shares of Common Stock as to which an Option is being exercised by the delivery of cash, check or other medium of payment acceptable to the Corporation.

If the shares to be purchased are covered by an effective registration statement under the Securities Act, any Option granted under the Plan may be exercised by the broker-dealer designated by the Corporation acting on behalf of an Optionee if (a) the broker-dealer has received from the Optionee or the Corporation a full- and duly-endorsed agreement evidencing such Option, together with instructions signed by the Optionee requesting the Corporation to deliver the shares of Common Stock subject to such Option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares shall be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.

11. When Options May be Exercised . Effective October 15, 2010, all Options granted pursuant to the terms of this Plan shall become immediately exercisable with respect to the full number of shares subject to that Option until expiration of the Option in accordance with the terms of the Option Agreement pursuant to which the Option was granted.

12. Reserved.

13. Withholding of Taxes . The Compensation Committee shall make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Corporation is required by any law or regulation of any governmental authority to withhold in connection with any Option including, but not limited to, (a) withholding the issuance of all or any portion of the shares of Common Stock subject to such Option until the Participant reimburses the Corporation for the amount it is required to withhold with respect to such taxes, (b) canceling any portion of such issuance in an amount sufficient to reimburse the Corporation for the amount it is required to withhold or (c) taking any other action reasonably required to satisfy the Corporation’s withholding obligation.

14. Conditions Upon Issuance of Shares . The Corporation shall not be obligated to sell or issue any shares upon the exercise of any Option granted under the Plan unless the issuance and delivery of shares shall comply with all provisions of applicable federal and state securities laws and the requirements of any stock exchange upon which shares of the Common Stock may then be listed.

No Participant shall be, or shall be deemed to be, a holder of any Common Stock subject to an Option unless and until such Participant has exercised his Option and paid the purchase price for the subject shares of Common Stock. Each Option under this Plan shall be transferable only by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by such Participant.

15. Reserved .

16. Reserved.

17. Effect of Change in Stock Subject to the Plan . In the event the outstanding shares of Common Stock (other than shares held by dissenting stockholders) shall be changed into or exchanged for a different number or kind of shares of stock of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, split-up, combination of shares or otherwise), or in the event a stock split or stock dividend or extra-ordinary cash dividend that has a material effect on the Company, with such materiality to be determined at the discretion of the Board, shall have occurred, there shall be substituted for each share of Common Stock then subject to Options or available for Options the number and kind of shares of stock into which each outstanding share of Common Stock (other than shares held by dissenting stockholders) shall be so changed or exchanged, or the number of shares of Common Stock as is equitably required in the event of a stock split, stock dividend or extra-ordinary cash dividend, together with an

appropriate adjustment of the Exercise Price under the Options. The Board may, but shall not be required to, provide additional anti-dilution protection to a Participant under the terms of the Participant’s Option Agreement.

18. Administration, Amendment and Termination .

a. The Compensation Committee shall have complete authority to construe, interpret and administer the provisions of this Plan and the provisions of the Option Agreements executed hereunder; to prescribe, amend and rescind rules and regulations pertaining to this Plan; to suspend or discontinue this Plan; and to make all other determinations necessary or deemed advisable in the administration of the Plan. The determinations, interpretations and constructions made by the Compensation Committee shall be final and conclusive. No member of the Compensation Committee shall be liable for any action taken or not taken in good faith relating to this Plan or any award hereunder, and the members of the Compensation Committee shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the fullest extent permitted by law.

b. No amendment may be made to this Plan without the approval of the Board of Directors of the Corporation.

19. Continued Employment Not Presumed . Nothing in this Plan or any document describing it nor the grant of any Option shall give any Participant the right to continue in the employment of the Corporation or any of its subsidiaries or affect the right of the Corporation or any of its subsidiaries to terminate the employment of any such person with or without cause.

20. Reserved.

21. Invalidity of Provisions . If any provision of this Plan is determined to be invalid, illegal or unenforceable in whole or in part, then the Corporation and the Participants shall be relieved of all obligations arising under such provision to the extent it is invalid, illegal or unenforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

22. Section Titles . All section titles and captions in this Plan are for convenience only, shall not be deemed part of this Plan and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Plan.

23. Governing Law . This Plan shall be governed by and construed in accordance with the substantive laws of the State of Nebraska and the United States, as applicable, without giving effect to any conflict of laws provisions that might result in the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Corporation, through its duly authorized officer, has executed this Aspen Holdings, Inc. Amended and Restated 2008 Stock Option Plan, on this 15th day of October , 2010.


MARKEL ASPEN, INC.
(formerly ASPEN HOLDINGS, INC.)

By: /s/ D. Michael Jones
Name/Title:		D. Michael Jones, Vice President & Assistant Secretary

Exhibit 99.2

ASPEN HOLDINGS, INC.

AMENDED AND RESTATED 2008 STOCK OPTION PLAN

FOR NON-EMPLOYEE DIRECTORS

1. Plan . This Plan shall be known as the Aspen Holdings, Inc. 2008 Stock Option Plan for Non-Employee Directors.

2. Definitions . As used herein, the following definitions shall apply:

a. “Board” shall mean the Board of Directors of the Corporation.

b. “Code” shall mean the Internal Revenue Code of 1986, as amended.

c. “Common Stock” shall mean the Common Stock, no par value per share, of the Corporation.

d. “Compensation Committee” shall mean the compensation committee of the Board, as it shall be constituted from time to time, which committee is responsible for administering the Plan.

e. “Corporation” shall mean Markel Corporation, a Virginia corporation.

f. “Date of Grant” shall mean the date on which an Option was granted pursuant to this Plan.

g. “Director” shall mean any member of the Board who is not an officer or other employee of the Corporation or one of its subsidiaries.

h. “Exercise Price” shall mean the Option price for each share of Common Stock subject to an Option.

j. Reserved .

k. “Option” shall mean a stock option granted under this Plan.

l. “Option Agreement” shall mean an agreement between Aspen Holdings, Inc. and a participant containing the terms and provisions applicable to such Participant’s Option under this Plan.

m. “Optionee” or “Participant” shall mean any Director who receives an Option pursuant to this Plan.

n. “Plan” shall mean this Amended and Restated 2008 Stock Option Plan for Non-Employee Directors.

o. “Securities Act” shall mean the Securities Act of 1933, as amended.

4. Reserved.

5. Reserved.

6. Grant of Options . Effective October 15, 2010, no additional Options shall be granted under the Plan.

7. Reserved.

8. Reserved.

9. Vesting . Effective October 15, 2010, all outstanding Options under the Plan shall be fully vested.

12. Reserved.

15. Reserved.

16. Reserved.

Common Stock as is equitably required in the event of a stock split, stock dividend or extra-ordinary cash dividend, together with an appropriate adjustment of the Exercise Price under the Options. The Board may, but shall not be required to, provide additional anti-dilution protection to a Participant under the terms of the Participant’s Option Agreement.

18. Administration, Amendment and Termination .

b. No amendment may be made to this Plan without the approval of the Board of Directors of the Corporation.

19. Continued Appointment Not Presumed . Nothing in this Plan or any document describing it nor the grant of any Option shall give any Participant the right to continue as Director of the Corporation.

20. Reserved.

IN WITNESS WHEREOF, the Corporation, through its duly authorized officer, has executed this Aspen Holdings, Inc. Amended and Restated 2008 Stock Option Plan for Non-Employee Directors, on this 15th day of October , 2010.


MARKEL ASPEN, INC.
(formerly ASPEN HOLDINGS, INC.)

By: /s/ D. Michael Jones
Name/Title:		D. Michael Jones, Vice President & Assistant Secretary