MARKEL CORP
11-K, 2000-06-27
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 11-K

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________


                        Commission file number 001-15811

                   MARKEL CORPORATION RETIREMENT SAVINGS PLAN



                               MARKEL CORPORATION
                             A Virginia Corporation
                  IRS Employer Identification Number 54-1959284
                             4521 Highwoods Parkway
                           Glen Allen, Virginia 23060
                            Telephone (804) 747-0136
<PAGE>

                   MARKEL CORPORATION RETIREMENT SAVINGS PLAN

                 Financial Statements and Supplemental Schedules

                           December 31, 1999 and 1998

                   (With Independent Auditors' Report Thereon)
<PAGE>

                   MARKEL CORPORATION RETIREMENT SAVINGS PLAN


                                Table of Contents

                                                                        Page

Independent Auditors' Report                                              1

Statements of Assets Available for Benefits                               2

Statements of Changes in Assets Available for Benefits                    3

Notes to Financial Statements                                             4


Schedules

1   Line 27a - Schedule of Assets Held for Investment Purposes  -
    December 31, 1999                                                    10

2   Line 27d - Schedule of Reportable Transactions -
    Year ended December 31, 1999                                         11
<PAGE>

                          Independent Auditors' Report


The Board of Directors
Markel Corporation

The Administrative Committee
Markel Corporation Retirement Savings Plan:


We have audited the accompanying  statements of assets available for benefits of
the Markel  Corporation  Retirement  Savings  Plan (the Plan) as of December 31,
1999 and 1998,  and the related  statements  of changes in assets  available for
benefits  for  the  years  then  ended.  These  financial   statements  are  the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets  available  for  benefits  of  the  Markel
Corporation  Retirement  Savings Plan as of December 31, 1999 and 1998,  and the
changes in assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment  purposes (Schedule 1) and reportable  transactions  (Schedule 2)
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary  information required by
the  Department of Labor's Rules and  Regulations  for Reporting and  Disclosure
under the Employee  Retirement  Income Security Act of 1974. These  supplemental
schedules are the  responsibility  of the Plan's  management.  The  supplemental
schedules have been subjected to the auditing  procedures  applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.




June 9, 2000


                                       1
<PAGE>

                  MARKEL CORPORATION RETIREMENT SAVINGS PLAN

                  Statements of Assets Available for Benefits

                          December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                    1999               1998
                                                                    ----               ----
<S> <C>
Investments, at fair value (note 3):
    Mutual funds                                           $     57,011,606          44,759,625
    Markel Corporation common stock                              20,953,775          23,468,471
    Loans receivable                                              1,487,744           1,429,937
                                                           ----------------         -----------
              Total investments                                  79,453,125          69,658,033
                                                           ----------------         -----------

Receivables:
    Employer's contribution                                         278,773             299,228
    Employees' contributions                                        359,250             233,378
                                                           ----------------         -----------
              Total receivables                                     638,023             532,606
                                                           ----------------         -----------
              Assets available for benefits                $     80,091,148          70,190,639
                                                           ================         ===========
</TABLE>

See accompanying notes to financial statements.

                                      2
<PAGE>

                  MARKEL CORPORATION RETIREMENT SAVINGS PLAN

            Statements of Changes in Assets Available for Benefits

                    Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                                                         1999                1998
                                                                                         ----                ----
<S> <C>
Additions to (deductions from) assets attributed to:
    Investment income:
      Net appreciation (depreciation) in fair value of
         investments (note 3)                                                   $     (1,506,321)          7,354,120
      Loan interest                                                                      122,133             112,778
      Dividends/interest                                                               4,565,785           2,772,947
                                                                                ----------------      --------------
                                                                                       3,181,597          10,239,845
                                                                                ----------------      --------------
    Contributions (note 2):
      Employer                                                                         3,000,488           2,761,707
      Employee                                                                         3,606,906           3,249,788
                                                                                ----------------      --------------
                                                                                       6,607,394           6,011,495
                                                                                ----------------      --------------
              Total additions                                                          9,788,991          16,251,340
                                                                                ----------------      --------------
Deductions from assets attributed to participant
    distributions and withdrawals                                                     (4,248,619)         (4,574,598)

Transfers from Gryphon 401(k) & Savings Plan (note 6)                                  4,360,137                 --
                                                                                ----------------      --------------
              Net increase                                                             9,900,509          11,676,742

Assets available for benefits:
      Beginning of year                                                               70,190,639          58,513,897
                                                                                ----------------      --------------
      End of year                                                               $     80,091,148          70,190,639
                                                                                ================      ==============

</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>

                   MARKEL CORPORATION RETIREMENT SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998



(1)    Summary of Significant Accounting Policies

       The following are the  significant  accounting  policies  followed by the
       Markel Corporation Retirement Savings Plan (the Plan).

       (a)    Basis of Presentation

              The accompanying financial statements, which present the assets of
              the Plan and changes in those  assets,  have been  prepared on the
              accrual basis of  accounting.  Accordingly,  contributions  to the
              Plan and investment income are recognized as earned; plan benefits
              and  withdrawals are recorded when paid and net  appreciation  and
              depreciation  of investments  are recognized as they occur.  Loans
              receivable  represent  loans to  participants  made against  their
              vested balances as permitted by the Plan.

       (b)    Use of Estimates

              Generally    accepted    accounting    principles    require   the
              Administrative  Committee  of  the  Plan  to  make  estimates  and
              assumptions when preparing  financial  statements.  Actual results
              could differ from those estimates.

       (c)    Investments

              The fair value of Markel  Corporation  common  stock is based upon
              the quoted price of stock as of the end of each year.

              Investments  in mutual  funds are  valued  according  to net asset
              values of the funds on the basis of fair  values of the assets and
              liabilities thereof.  Loans receivable are valued at the principal
              amount outstanding which approximates fair value.

              The change in the  difference  between the fair value and the cost
              of  investments  held  at the  beginning  and  end of  each  year,
              adjusted for realized gains or losses on  investments  sold during
              the year,  is  reflected  in the  statements  of changes in assets
              available for benefits as appreciation or depreciation in the fair
              value of investments.

              The cost of investments sold is determined on the basis of average
              cost.  Purchases  and  sales  of  investments  are  recorded  on a
              settlement  date basis.  The recording of these  transactions on a
              trade  date  basis  would  not have had a  material  impact on the
              accompanying financial statements.

       (d)    Income Taxes

              The Plan is in receipt of a favorable  determination  letter dated
              February 18, 1997,  issued  pursuant to Revenue  Procedure  93-39,
              under Section 401(a) of the Internal Revenue Code, and the related
              trust is considered  exempt from taxation  under the provisions of
              Section 501(a). In addition,  the plan administrator  believes the
              Plan operated in compliance with the

                                       4
<PAGE>

              plan   document  and  current  law  for  the  years  under  audit.
              Accordingly,  participants  have  not been  taxed on their  salary
              reduction  contributions  or investment  earnings related to these
              contributions  when  received  by  the  trustee  under  the  Plan.
              Ordinarily,  participants are subject to tax on these amounts when
              they receive distributions from the Plan.

              Under  normal  circumstances,  the  Plan  will not be taxed on its
              dividend and interest  income or any capital gains  realized by it
              or any unrealized appreciation on investments.

(2)    Summary of Significant Provisions of the Plan

       The following  description of the Plan provides only general information.
       Participants  should  refer to the  plan  agreement  for a more  complete
       description of the Plan's provisions.

       (a)    General

              The Plan is a defined  contribution plan covering all employees of
              Markel   Corporation  and  its  wholly-owned   subsidiaries   (the
              Company).  Employees,  age eighteen or older, are eligible for the
              Plan upon date of employment,  with matching Company contributions
              commencing  after one year of service.  The Plan is subject to the
              provisions of the Employee  Retirement Income Security Act of 1974
              (ERISA).  The Plan is administered by an Administrative  Committee
              appointed  by the Chief  Executive  Officer  of the  Company.  The
              assets  of the  Plan are held in  trust  under an  agreement  with
              Fidelity Management Trust Company,  with  administrative  services
              provided by Fidelity Institutional  Retirement Services Company, a
              division of Fidelity  Investment  Institutional  Services Company,
              Inc. (the Trustee).

       (b)    Contributions

              Each year,  the Company is  obligated to  contribute  to the Plan,
              subject  to  certain  limitations,  an amount  equal to 6% of each
              participant's compensation. The Company also contributes under the
              matching  provision  of the  Plan an  amount  equal to 100% of the
              first   2%  and  50%  of  the   next  2%  of  each   participant's
              contribution,  not to exceed 3% of the participant's  compensation
              for  any  such  year.   Participants  may  contribute,   in  whole
              percentage  increments,  up to 15% of their  annual  compensation,
              excluding  bonuses,  on a pre-tax  basis.  The  allocation of both
              employer and employee  contributions to the various funds is based
              upon the individual employee's election. However, one-third of the
              employer's  contribution  representing  up to 3% of an  employee's
              annual  compensation,  will be allocated  to a restricted  Company
              Stock Fund.

              Employee contributions, as shown in the accompanying statements of
              changes in assets  available for benefits,  include amounts rolled
              over into the Plan from other  qualified  plans totaling  $741,807
              and  $718,758  for the years  ended  December  31,  1999 and 1998,
              respectively.

       (c)    Participant Accounts

              Each participant's  account is credited with the participant's and
              Company's  contributions  and earnings of the Plan. The posting of
              earnings is made on a quarterly or more frequent basis.

                                       5
<PAGE>

       (d)    Vesting and Plan Termination

              Participants  are  immediately  vested in their own  contributions
              plus earnings thereon.  Vesting in the Company's  contributions is
              based on years of service as follows:

                    Years of Vesting Service                  Vested Percentage
          ---------------------------------------         ----------------------

          Less than two years of service                           0%
          Two years of service                                    20%
          Three years of service                                  50%
          Four or more years of service                          100%

              In accordance  with the provisions of the Plan, any portion of the
              Company's  contributions  that  has not  vested  at the  time of a
              participant's withdrawal shall be forfeited by the participant and
              applied  to reduce  future  Company  contributions.  For the years
              ended  December  31,  1999 and  1998,  forfeited  amounts  totaled
              $130,669 and $117,556, respectively.
              Although it has not expressed any intent to do so, the Company has
              the right under the Plan to discontinue its  contributions  at any
              time and to terminate the Plan subject to the provisions of ERISA.

       (e)    Payment of Benefits

              Upon  termination  of service,  participants  may receive either a
              lump sum amount equal to the value of their vested  account within
              45 days of the quarter end in which termination  occurred or their
              account  will  continue  to be held in the  trust  fund  until the
              participant reaches age 65 or dies, whichever occurs first.

       (f)    Participant Loans

              The Plan contains a provision for loans to  participants  with the
              plan  administrator's  consent.  Under  the  terms  of  the  Plan,
              participants may borrow from their accounts a minimum of $1,000 up
              to the  lesser  of  $30,000  or 30% of  the  vested  value  of the
              participant's  account or under certain conditions up to a maximum
              of the  lesser of  $50,000 or 50%.  Loans  bear  interest  and are
              repayable in accordance with terms established by the Plan.

       (g)    Investment Options

              The Plan offers nine  investment  fund options - the Company Stock
              Fund, the Fidelity  Magellan Fund, the Fidelity  Intermediate Bond
              Fund, the Fidelity Equity Income Fund, the Fidelity  Puritan Fund,
              the Fidelity  Retirement  Money Market  Fund,  the Fidelity  Stock
              Selector Fund, the Fidelity  Contrafund and the Fidelity  Overseas
              Fund.  Participants in the Plan are able to direct into which Fund
              contributions are invested as discussed in note 2(b). Participants
              are allowed to change investment options daily.

                                       6
<PAGE>

(3)    Investments

       The Plan's investments are held by a trustee-administered trust fund. The
       following  tables  present the fair values of investments at December 31,
       1999 and 1998  representing  five percent or more of the Plan's assets at
       the end of the respective years:

                                                  December 31, 1999
                                           --------------------------------
                                             Number of
                                             shares or           Fair
                                               units             value
                                           -------------    ---------------

Markel Corporation common stock               135,186   $     20,953,775

Mutual funds:
    Fidelity Magellan Fund                    138,909         18,979,091
    Fidelity Equity Income Fund               162,076          8,667,817
    Fidelity Puritan Fund                     436,159          8,300,106
    Fidelity Retirement Money Market Fund   6,918,660          6,918,660
    Fidelity Stock Selector Fund              217,561          6,961,962


                                                      December 31, 1998
                                          --------------------------------
                                              Number of
                                              shares or           Fair
                                                units             value
                                             -------------    ------------

Markel Corporation common stock                129,660   $     23,468,471

Mutual funds:
    Fidelity Magellan Fund                     107,903         13,036,900
    Fidelity Equity Income Fund                144,320          8,016,958
    Fidelity Puritan Fund                      391,321          7,853,813
    Fidelity Retirement Money Market Fund    5,303,958          5,303,958
    Fidelity Stock Selector Fund               187,027          5,369,549



                                       7

<PAGE>

       During  1999 and 1998,  the  Plan's  investments  (including  investments
       bought, sold and held during the year) appreciated  (depreciated) in fair
       value by $(1,506,321) and $7,354,120, respectively, as follows:

                                                            Year ended
                                                            December 31,
                                                --------------------------------
                                                    1999             1998
                                                -------------  -----------------

Markel Corporation common stock               $   (3,487,801)         3,287,493

Mutual funds:
Fidelity Magellan Fund                             1,842,748          2,629,486
Fidelity Intermediate Bond Fund                     (157,478)            25,015
Fidelity Equity Income Fund                         (263,161)           454,984
Fidelity Puritan Fund                               (438,396)           308,743
Fidelity Stock Selector Fund                         671,869            297,940
Fidelity Contrafund                                  115,009            323,831
Fidelity Overseas Fund                               210,889             26,628
                                                -------------  -----------------
                Net change in fair value      $   (1,506,321)         7,354,120
                                                =============  =================



(4)    Administrative Expenses

       The administrative  expenses of the Plan have been paid by the Company to
       the Trustee.  Expenses paid by the Company totaled  approximately $91,545
       and $10,724 for the years ended December 31, 1999 and 1998, respectively.


(5)    Reconciliation of Financial Statements to Form 5500

       The following is a  reconciliation  of assets  available for benefits per
       the financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                                      December 31,
                                                           ---------------------------------
                                                                1999                1998
                                                           ---------------------------------
<S>     <C>
Assets available for benefits per the financial statements  $80,091,148          70,190,639
Amounts allocated to withdrawing participants                (1,029,580)         (1,374,563)
                                                           ---------------------------------
Assets available for benefits per the Form 5500             $79,061,568          68,816,076
                                                           =================================
</TABLE>



                                      8

<PAGE>

       The following is a  reconciliation  of benefits paid to participants  per
the financial statements to the Form 5500:

<TABLE>
<CAPTION>

                                                                            Year ended December 31,
                                                                    -------------------------------------
                                                                          1999                1998
                                                                    -----------------   -----------------
<S> <C>
Benefits paid to participants per the financial statements            $ 4,248,619           4,574,598
Add amounts allocated to withdrawing participants at
     the end of the year                                                1,029,580           1,374,563
Less amounts allocated to withdrawing participants at
     the end of the prior year                                          1,374,563           1,138,032
                                                                    -----------------   -----------------
Benefits paid to participants per the Form 5500                       $ 3,903,636           4,811,129
                                                                    =================   =================
</TABLE>




       Amounts  allocated to withdrawing  participants  are recorded on the Form
       5500 for benefit claims that have been processed and approved for payment
       prior to December 31 but not yet paid as of that date.


(6)    Plan-to-Plan Merger

       Effective January 15, 1999, Gryphon Holdings,  Inc. (Gryphon) merged with
       the  Company,  becoming  a  wholly-owned  subsidiary.  As a result of the
       merger, all assets of the Gryphon Holdings,  Inc. 401(k) and Savings Plan
       were merged into the Plan on December 31, 1999.  Former Gryphon employees
       began contributing to the Plan on March 1, 1999.



                                       9
<PAGE>

                                                                      Schedule 1
                   MARKEL CORPORATION RETIREMENT SAVINGS PLAN

           Line 27a - Schedule of Assets Held for Investment Purposes

                                December 31, 1999
<TABLE>
<CAPTION>

                                                  Description of invest-
                                                  ment including maturity
       Identity of issue,                         date, rate of interest,
      borrower, lessor or                            collatral, par or                                       Current
         similar party                                maturity value                      Cost                value
----------------------------------        ------------------------------------      ----------------     ---------------
<S> <C>
Markel Corporation*                       135,186 shares of Markel
                                          Corporation common
                                          stock                                   $       10,261,767        20,953,775
Mutual funds:
    Fidelity Investments*                 138,909 shares of Fidelity
                                          Magellan Fund                                   12,713,961        18,979,091

    Fidelity Investments*                 330,342 shares of Fidelity
                                          Intermediate Bond Fund                           3,371,962         3,224,139

    Fidelity Investments*                 162,076 shares of Fidelity
                                          Equity Income Fund                               7,023,510         8,667,817

    Fidelity Investments*                 436,159 shares of Fidelity
                                          Puritan Fund                                     7,628,455         8,300,106

    Fidelity Investments*                 6,918,680 shares of Fidelity
                                          Retirement Money Market
                                          Fund                                             6,918,650         6,918,660

    Fidelity Investments*                 217,561 shares of Fidelity
                                          Stock Selector Fund                              5,378,967         6,961,962

    Fidelity Investments*                 48,145 shares of Fidelity                        2,534,956         2,889,678
                                          Contrafund

    Fidelity Investments*                 22,290 shares of Fidelity
                                          Overseas Fund                                      832,672         1,070,153
                                                                                   -----------------      -------------
        Total mutual funds                                                                46,403,133        57,011,606

Markel Corporation                        $1,487,744 in loan receivables
Retirement Savings Plan*                  from participants with interest
                                          rates of prime + 1% or 2%                           --             1,487,744
                                                                                   -----------------      -------------
        Total investments                                                         $       56,664,900        79,453,125
                                                                                  ==================      ============

</TABLE>

* Party-in-interest
See accompanying independent auditors' report.
                                       10

<PAGE>

                                                                   Schedule 2

               MARKEL CORPORATION RETIREMENT SAVINGS PLAN

             Line 27d - Schedule of Reportable Transactions

                          Year ended December 31, 1999

<TABLE>
<CAPTION>

                                                                                                                Current
                                                                                       Expense                   value
                                                                                       incurred               of asset on
         Identity of                                 Purchase    Selling     Lease       with       Cost of   transaction    Net
        party involved      Description of assets     price       price      rental  transaction     asset        date       gain
        --------------      ---------------------     -----       -----      ------  -----------     -----        ----       ----
<S> <C>
                     ***No reportable transactions***
</TABLE>

See accompanying independent auditors' report.

                                       11
<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
administrative  committee  members  have duly caused  this  annual  report to be
signed on behalf by the undersigned hereunto duly authorized.


                     MARKEL CORPORATION RETIREMENT SAVINGS PLAN

                           /s/ Pamela J. Perrott
                  By:      _____________________________________
                           Administrative Committee Member


Date:    June 27, 2000



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