Exhibit 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

  

 14 








 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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