REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of March 30, 2007, is among (i) Markel Corporation, a Virginia corporation (Markel), and (ii) Euclid G. H. Black (Black) and Black/White Group, a Nevada corporation (BWG and collectively with Black, the Holders).

This Agreement is entered into as a condition to closing of an Agreement and Plan of Merger (the Merger Agreement), dated as of February 28, 2007, under which Markel is acquiring Black/White & Associates Insurance Brokers, a California corporation, and the Holders are acquiring (and may in the future acquire) shares of the common stock, no par value, of Markel (Markel Common Stock). The Merger Agreement and the Goodwill Agreement (as defined in the Merger Agreement) under which Black may also acquire Markel Common Stock are referred to collectively as the Stock Issuance Agreements.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS. For all purposes of this Agreement, 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, Markels 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.

Exchange Act will mean the Securities Exchange Act of 1934, as amended, and the rules and regulation promulgated thereunder.

Registrable Securities will mean (i) the shares of Markel Common Stock issued or issuable to the Holders from time to time in connection with the transactions contemplated by the Stock Issuance Agreements and (ii) any 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 (i) above.

SEC will mean the United States Securities and Exchange Commission.

Securities Act will mean the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

2. REGISTRATION RIGHTS.

(a) Registration Upon Request. Markel will, upon written request, use its Best Efforts to effect as expeditiously as possible, but within 120 days of the Holders request, the registration under the Securities Act of all the Registrable Securities that are then issued and outstanding and that are yet to be issued under the Stock Issuance Agreements. Markel will not be obligated to consummate more than one such registration. In connection with any underwritten offering with respect to which the Holders have requested registration under this Section 2(a), Markel will have the right to select the lead managing underwriter (being an underwriting firm of national standing) with respect to such offering, such underwriter to be reasonably acceptable to the Holders.

(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 2 for the Holders, including, without limitation, all registration, filing, qualification, Blue Sky, printing and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to shares being registered, applicable transfer taxes and expenses of counsel to the Holders, which will be borne by the Holders.

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