EX-99.2 5 dex992.txt EXHIBIT 99.2 Exhibit 99.2 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES MARKEL CORPORATION Offer to Exchange Any and All of the Outstanding 7.2% Terra Nova Notes due August 15, 2007 and 7.0% Terra Nova Notes due May 15, 2008 Issued by Markel International Limited (formerly, Terra Nova Insurance (UK) Holdings plc) and Solicitation of Consents for Amendment of the Related Indentures THE CONSENT PAYMENT DEADLINE WILL BE 5:00 P.M., NEW YORK CITY TIME, ON MAY 7, 2002, UNLESS EXTENDED. EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 20, 2002, UNLESS EXTENDED OR EARLIER TERMINATED. THE COMPANY MAY EXTEND THE CONSENT PAYMENT DEADLINE OR THE EXPIRATION OF THE EXCHANGE OFFER FOR EITHER SERIES OF NOTES WITHOUT EXTENDING ANY SUCH TIME FOR THE OTHER SERIES OF NOTES. HOLDERS OF THE APPLICABLE NOTES WHO DESIRE TO RECEIVE A CONSENT PAYMENT MUST VALIDLY CONSENT TO THE PROPOSED AMENDMENTS AND TENDER THEIR NOTES PURSUANT TO THE EXCHANGE OFFERS PRIOR TO THE APPLICABLE CONSENT PAYMENT DEADLINE. HOLDERS MAY ONLY REVOKE A CONSENT BY VALIDLY WITHDRAWING THE NOTES PRIOR TO THE CONSENT PAYMENT DEADLINE. HOLDERS WHO TENDER THEIR NOTES AFTER THE CONSENT PAYMENT DEADLINE WILL NOT RECEIVE THE APPLICABLE CONSENT PAYMENT. TENDERS OF NOTES MADE AFTER THE CONSENT PAYMENT DEADLINE MAY NOT BE WITHDRAWN. THE COMPLETION, EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT IN CONNECTION WITH A TENDER OF NOTES PURSUANT TO THE EXCHANGE OFFERS PRIOR TO THE CONSENT PAYMENT DEADLINE WILL BE DEEMED TO CONSTITUTE THE DELIVERY OF CONSENTS WITH RESPECT TO THE NOTES TENDERED. April 23, 2002 To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees: We are offering to exchange any and all of the notes of the series listed above for new Markel notes, on the terms and subject to the conditions set forth in our enclosed Prospectus and Consent Solicitation Statement (the "Prospectus"). We are asking you to contact your clients for whom you hold any of these notes. For your use and for forwarding to those clients, we are enclosing the Prospectus, the related Letter of Transmittal and Consent and a letter to holders summarizing the Exchange Offers. We will not pay you any fees or commissions for soliciting acceptances of the Exchange Offers. However, we will reimburse you for customary mailing and handling expenses incurred by you in forwarding these materials to your clients. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. If you or your clients would like you to tender pursuant to the Exchange Offers any notes you hold, you may do so through DTC's ATOP program or by following the instructions that appear in the Prospectus and in the related Letter of Transmittal and Consent. If you tender through ATOP you do not need to complete the Letter of Transmittal and Consent. If you have questions about the Exchange Offers or procedures for tendering, you should call the Dealer Manager or the Information Agent at one of their telephone numbers listed below. If you would like additional copies of the Prospectus and the Letter of Transmittal and Consent, you should call the Information Agent at its telephone number set forth below. Very truly yours, MARKEL CORPORATION (Enclosures) NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS CONSTITUTES YOU AS THE AGENT OF THE COMPANY OR THE DEALER MANAGER, OR AUTHORIZES YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFERS OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN The Information Agent for the Exchange Offers is: MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016 U.S. Toll-Free: (800) 322-2885 From Outside the U.S.: (212) 929-5500 (call collect) The exclusive Dealer Manager for the Exchange Offers is: JPMorgan 270 Park Avenue, 8th Floor New York, NY 10017 U.S. Toll-Free: (866) 834-4666 From Outside the U.S.: (212) 834-4388