AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN MARKEL & GAYNER



 EXHIBIT 10.5 
  
 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 
  
 This Amended and Restated Employment Agreement is made as of the 25th day of February, 2005, between Markel Corporation
(“Markel”), and Thomas S. Gayner (“Executive”). 
  
 The parties agree as follows: 
  
 1. Employment and
Duties. The Company employs the Executive as Executive Vice President and Chief Investment Officer. The Executive agrees to devote full time and attention to the business of Markel and its subsidiaries and affiliates and to perform duties
normally and properly incident to his position and such further duties as may be assigned to him by the Vice-Chairman or Board of Directors of Markel. The duties to be performed by the Executive under this Agreement shall be primarily performed by
him in the Richmond, Virginia metropolitan area, provided, however, that the Executive shall travel to the extent reasonably necessary to perform his duties hereunder. 
  
 2. Term. Unless sooner terminated pursuant to Sections 4, 5 or 6 of this Agreement, the Company employs the Executive
and the Executive agrees to serve the Company for a term of one year from the date of this Agreement. The term of this Agreement shall automatically be extended for additional terms of 1 year, unless either party notifies the other in writing at
least 90 days before the expiration of the term of this Agreement that it does not wish to extend the term. If the Company notifies the Executive that it does not wish to extend the term of this Agreement, the Company shall be deemed to have
terminated Executive’s employment without cause and Executive shall be entitled to the benefits specified in Paragraph 6(b) of this Agreement. If the Executive notifies the Company that Executive does not wish to extend the term of this
Agreement, Executive shall be deemed to have voluntarily left the employ of the Company and the Company’s obligations to the Executive under this Agreement shall terminate. 
  
 3. Salary. 
  
 During the term of this Agreement, the Company shall pay (or cause to be paid to) the Executive a salary at a rate of not less than four hundred twenty
five thousand dollars ($425,000) per year, which sum shall be payable in bi-weekly installments. The Executive shall be entitled to participate in the Company’s bonus program and the Company agrees to review the Executive’s salary no less
frequently than annually. In the event of an increase in 







 salary or the payment of a bonus, the other terms and conditions of this Agreement shall remain in full force and effect.
The salary in effect at any given time is sometimes referred to in this Agreement as “Base Salary.” 
  
 4. Termination by Death or Disability. 
  
 (a) Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be
entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore
regularly paid to the Executive for a period of twelve months beginning as of the date of death. 
  
 (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a
physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive 30 days written notice. After the date of termination, the Company shall pay to the Executive or the
Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve months beginning as of the date of termination. 

 
 The onset of a condition of disability under this Agreement shall be
determined by the Board of Directors on the basis of (i) a written opinion of a licensed physician certified in his field of specialization and acceptable to the Board, or (ii) the receipt of, or entitlement by the Executive to disability benefits
under any insurance policy or employee benefit plan provided or made available by the Company or under Federal Social Security laws. 
  
 5. Termination for Cause. The Company, by action of the Vice-Chairman or by action of the Board of Directors, may at any time elect to terminate
the Company’s obligations under this Agreement for “cause” and remove the Executive from employment. Termination for cause shall be made upon 30 days’ written notice, and upon expiration of the 30-day notice period, all
obligations of the Company to the Executive under this Agreement shall cease. 







 For purposes of this Agreement “cause” shall be only the following: 
  
 (a) continued and deliberate neglect by the Executive, after receipt of
notice thereof, of employment duties other than as a result of Executive’s physical or mental disability; 
  
 (b) willful misconduct of the Executive in connection with the performance of his duties, including by way of example but not limitation, misappropriation
of funds or property of the Company; securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or violation of any code of conduct or standards of ethics applicable to employees
of the Company; 
  
 (c) conduct by the Executive which may result
in material injury to the reputation of the Company if the Executive were retained in his position with the Company, including by way of example but not limitation, commission of a felony, bankruptcy, insolvency or general assignment for the benefit
of creditors; 
  
 (d) active disloyalty such as aiding a
competitor; 
  
 (e) the Executive’s inability to obtain or
maintain any required regulatory approvals or authorizations necessary for Executive to perform his duties under this Agreement; or 
  
 (f) a breach by the Executive of Sections 7 or 8 of this Agreement. 
  
 6. Other Termination. 
  
 (a) If the Executive resigns or voluntarily leaves the employ of the Company, except as set forth in Paragraph 6(c) below, the Company’s obligations
to the Executive under this Agreement shall terminate and the Company shall have no further liability to the Executive under this Agreement. 
  
 (b) The Company, by action of the Vice-Chairman or by action of the Board of Directors, may at any time elect to terminate the Company’s obligations
under this Agreement without cause and remove the Executive from employment on 30 days’ written notice. If the Company elects to terminate Executive’s employment without cause, then the Executive shall be entitled to receive, subject to
compliance by the Executive with the provisions of Sections 7 and 8 of this Agreement, the compensation and benefits (but not any accrued or pro rata bonus) due under this Agreement for a period of twelve (12) months from the date of termination.

  

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 (c) If the Executive terminates employment for Good Reason following a Change in Control then Executive
shall be entitled to receive, subject to compliance by the Executive with the provisions of Sections 7 and 8 of this Agreement, the compensation and benefits (but not any accrued or pro rata bonus) due under this Agreement for a period of twelve
(12) months from the date of termination. At the end of the twelve (12) month period Executive shall also be entitled to receive, subject to compliance by Executive with the provisions of Sections 7 and 8 of this Agreement, a lump sum payment equal
to the amount of bonus, if any, received by Executive for the calendar year preceding the year in which termination occurs. For these purposes “Change in Control” means the occurrence of any of the following events: 
  
 (i) Stock Acquisition. The acquisition by any individual, entity or
group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of Markel (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then outstanding voting securities of Markel entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (A) any
acquisition directly from Markel; (B) any acquisition by Markel; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Markel or any corporation controlled by Markel; or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section; or 
  
 (ii) Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by Markel’s shareholders was approved by a vote of at least a


  

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majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or 
  
 (iii) Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Markel (a “Business Combination”),
unless, following such Business Combination: 
  
 (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Markel or all or substantially all of the assets of Markel either
directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be; 
  
 (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or related trust) of Markel or such corporation resulting from such Business 
  

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 Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the
Business Combination; and 
  
 (C) at least a
majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board
providing for such Business Combination. 
  
 (iv) Liquidation
or Dissolution. Approval by the shareholders of Markel of a complete liquidation or dissolution of Markel. 
  
 “Good Reason” means unless and to the extent otherwise waived in writing by the Executive, the termination of the Executive’s employment
with the Company which is initiated by the Executive and that occurs within 90 days of any of the following events (excluding for this purpose, isolated, insubstantial and inadvertent actions not taken in bad faith and which are remedied by the
Company within 15 days after receipt of written notice thereof given by the Executive): 
  
 (i) a decrease in the Executive’s aggregate annual base salary and incentive bonus opportunity in effect as of the date of the Change
in Control or a material reduction in the amount of additional benefits or perquisites provided to the Executive as of the date of the Change in Control; 
  
 (ii) the assignment of duties and responsibilities to the Executive that materially reduce the level and types of duties and
responsibilities of the Executive as of the date of the Change in Control; 
  

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 (iii) a material change in the Executive’s working conditions which causes such
working conditions to cease to be comparable to the working conditions of similarly situated executives of Company and its subsidiaries after the date of the Change in Control; or 
  
 (iv) the Company changes by 50 miles or more the principal location in which the Executive is required to
perform services from the location at which the Executive was employed as of the date of the Change in Control. 
  
 7. Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive
agrees that: 
  
 (a) All information relating to or used in the
business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and
corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during
the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not
include information which (i) is or was already in Executive’s possession prior to employment, (ii) becomes generally available to the public other than as a result of a disclosure by Executive or (iii) becomes available to Executive on a
non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. 
  
 (b) All records of and materials relating to Confidential Information or
other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate
affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. 
  

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 (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in
writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials
relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate
affiliates any records of or any materials relating to Confidential Information or other information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates. 

 
 8. Covenants. As consideration for and to induce the employment and
continued employment of the Executive by the Company, the Executive agrees that, except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during the term of this
Agreement and for a period of 12 months immediately following the termination of this Agreement, Executive will not directly or indirectly serve in an executive or investment position for any entity that competes with Markel and its subsidiaries.
These restrictions all benefit Markel and their predecessors and successors, whether by sale, merger, consolidation or otherwise. 
  
 9. Survival of Covenants and Remedies. The agreements made by the Executive in Sections 7 and 8 shall survive the termination of this Agreement and
the Executive’s employment. Each such agreement by the Executive shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by the Executive against the Company
shall not constitute a defense to the enforcement of the provisions of Sections 7 or 8. The Executive acknowledges and agrees that the Company will sustain irreparable injury in the event of a breach or threatened breach by the Executive of the
provisions of Sections 7 or 8 and that the Company does not and will not have any adequate remedy at law for such breach or threatened breach. Accordingly, the Executive agrees that if he breaches or threatens to breach any such covenant or
agreement, the Company shall be entitled to immediate injunctive relief. The foregoing shall not, however, be deemed to limit the Company’s remedies at law or in equity for any such breach or threatened breach. 
  

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 10. Notices. All notices, consents and other communications under this Agreement shall be in
writing and shall be deemed to have been given, delivered or made when delivered personally or when mailed by registered or certified mail, postage prepaid and return receipt requested, addressed to the Company at its principal office in Richmond,
Virginia, and to the Executive at his residence as shown upon the employment records of the Company, or to such other address as either party may by notice specify to the other. 
  
 11. Modification. No provision of this Agreement, including any provision of this Section, may be modified, deleted
or amended in any manner except by an agreement in writing executed by Executive and the Company. 
  
 12. Benefit. All of the terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and its successors
and assigns and by the Executive and his heirs and personal representatives. 
  
 13. Construction and Venue. This Agreement is executed and delivered in the Commonwealth of Virginia and shall be construed and enforced in accordance with the laws of such state. EXECUTIVE AND THE COMPANY
AGREE THAT THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT COURT FOR THE COUNTY OF HENRICO, VIRGINIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT. 
  
 14. Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other provision. 
  
 In addition, if, at the time of enforcement of this Agreement, a court holds that any restriction stated in this Agreement is unreasonable under the circumstances then existing, the parties agree that the maximum
restriction reasonable under such circumstances shall be substituted for the stated restriction. 
  
 15. Headings. The underlined headings provided in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement. 
  
 16. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original. 
  

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 17. Withholding. There shall be withheld from amounts due Executive under this Agreement such
income taxes, contributions and other amounts as may be required to be withheld under applicable law. 
  
 18. Delay in Payments. In response to the American Jobs Creation Act of 2004 (“AJCA”), any payments under this agreement that are treated
as made under a deferred compensation plan for purposes of Internal Revenue Code (“Code”) Section 409A are intended to meet the requirements of Code Section 409A(a)(2)(B) and any regulations and other guidance under that section.
Therefore, if the Executive is a “specified employee” for purposes of Code Section 409A, no payment shall be made before the date provided in Code Section 409A(a)(2)(B) and all payments otherwise payable during that period shall be made to
Executive as soon as possible after the date provided in Code Section 409A(a)(2)(B). 
  

					
	 /s/ Thomas S. Gayner

	 	 MARKEL CORPORATION
  

	 Executive
	 	 By:
	 	 /s/ Alan I. Kirshner


	 	 	 Title:
	 	 Chairman



  

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