Exhibit
10.4
 LANDAMERICA
FINANCIAL GROUP, INC.
 AMENDED
AND RESTATED
 EXECUTIVE
OFFICER INCENTIVE PLAN
 
 
 
 1.           Purpose.
 
 The
purposes of the Plan are to promote the success of the Company; to provide
designated Executive Officers with an opportunity to receive incentive
compensation dependent upon that success; to attract, retain and motivate such
individuals; and to provide Awards that are “qualified performance-based
compensation” under Section 162(m) of the Code.
 
 2.           Definitions.
 
 “Award”
means an incentive award made pursuant to the Plan.
 
 “Award
Formula” means one or more objective formulas or standards established by
the Committee for purposes of determining an Award based on the level of
performance with respect to one or more Performance Goals.  Award
Formulas may vary from Performance Period to Performance Period and from
Participant to Participant and may be established on a stand-alone basis, in
tandem or in the alternative.
 
 “Award
Schedule” means the Award Schedule established pursuant to Section
4.1.
 
 “Beneficiary”
means the person(s) designated by the Participant, in writing on a form provided
by the Committee, to receive payments under the Plan in the event of his or her
death while a Participant or, in the absence of such designation, the
Participant’s estate.
 
 “Board of
Directors” means the Board of Directors of the Company.
 
 “Code”
means the Internal Revenue Code of 1986, as amended.
 
 “Committee”
means the Executive Compensation Committee of the Board of
Directors.  The Committee shall be composed of not less than two
directors, each of whom is intended to be an “outside director” (within the
meaning of Code Section 162(m)).
 
 “Common
Stock” means the Common Stock of the Company.  Awards under the
Plan paid in Common Stock shall be awarded by the Committee under the Executive
Stock Plan.
 
 “Company”
means LandAmerica Financial Group, Inc. and its successors.
  
  “Determination
Period” means, with respect to a Performance Period applicable to any
Award under the Plan, the period commencing with the first day of such
Performance Period and ending on the earlier to occur of (i) 90 days after the
commencement of the Performance Period and (ii) the date upon which twenty-five
percent (25%) of the Performance Period shall have elapsed.
 
 “Disability”means disability as
defined under the Company’s long term disability plan or, if no such plan is in
force at the time, as determined by the Committee.
 
 “Executive
Officer” means a person who is an executive officer of the Company for
purposes of the Securities Exchange Act of 1934, as amended.
 
 “Executive Stock
Plan” means the LandAmerica Financial Group 2000 Stock Incentive Plan, as
amended in the future, or any successor plan.
 
 “Participant”
means an Executive Officer selected from time to time by the Committee to
participate in the Plan.
 
 “Performance
Goal” means the level of performance or matrix of levels of performance
established by the Committee as the Performance Goal with respect to a
Performance Measure.  A Performance Goal may be an absolute goal or a
goal relative to the performance of a peer group selected by the Committee.
Performance Goals may vary from Performance Period to Performance Period and
from Participant to Participant and may be established on a stand-alone basis,
in tandem or in the alternative.
 
 “Performance
Measure” means one or more of the following selected by the Committee to
measure Company and/or business unit performance for a Performance
Period:  net income; basic or diluted earnings per share; net
revenues; market share; gross profit; profit margin; cash flow; income before
income taxes; expense ratios; return on assets; return on funds employed, return
on equity; stock price; market capitalization; and total shareholder return;
each as determined in accordance with generally accepted accounting principles,
where applicable, as consistently applied by the Company and, if so determined
by the Committee prior to the expiration of the Determination Period, adjusted,
to the extent permitted under Section 162(m) of the Code, to omit the effects of
extraordinary items, the gain or loss on the disposal of a business segment,
unusual or infrequently occurring events and transactions, accruals for awards
under the Plan and cumulative effects of changes in accounting
principles.  Performance Measures may vary from Performance Period to
Performance Period and from Participant to Participant and may be established on
a stand-alone basis, in tandem or in the alternative.
 
 “Performance
Period” means one or more periods of time, as the Committee may
designate, over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant’s right to payment in
respect of an Award.
 
 “Plan”
means the LandAmerica Financial Group, Inc. Executive Officer Incentive Plan, as
amended and restated.
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  “Retirement”
means retirement at the Company’s normal retirement age or early retirement with
the prior written approval of the Company.
 
 “Restricted
Stock” means shares of Common Stock awarded to a participant subject to
forfeiture or otherwise restricted.  Awards under the Plan paid in
Restricted Stock shall be awarded by the Committee under the Executive Stock
Plan.
 
 “Stock
Unit” means an award stated with reference to a share of Common Stock
that entitles the holder to receive a payment for each Stock Unit equal to the
Fair Market Value (as defined in the Executive Stock Plan) of a share of Common
Stock on the date of payment.  Awards under the Plan paid in Stock
Units shall be awarded as Phantom Stock under the Executive Stock
Plan.  At the Committee’s discretion, the Participant’s rights in
Stock Units may be forfeitable or otherwise restricted and may be paid in cash,
Common Stock or a combination of cash or Common Stock.
 
 3.
              Participation.
 
 3.1           Participants
shall be selected by the Committee from among the Executive
Officers.  The selection of an Executive Officer as a Participant for
a Performance Period shall not entitle such individual to be selected as a
Participant with respect to any other Performance Period.
 
 4.           Awards.
 
 4.1           Award
Schedules.  With respect to each Performance Period with
respect to which an Award may be earned by a Participant under the Plan, prior
to the expiration of the Determination Period the Committee shall establish in
writing for such Performance Period an Award Schedule for each
Participant.  Award Schedules may vary from Performance Period to
Performance Period and from Participant to Participant.  The Award
Schedule shall set forth the applicable Performance Period, Performance
Measure(s), Performance Goal(s), and Award Formula(s) and such other information
as the Committee may determine.  Once established for a Performance
Period, such items shall not be amended or otherwise modified to the extent such
amendment or modification would cause the compensation payable pursuant to the
Award to fail to constitute qualified performance based compensation under Code
Section 162(m).
 
 4.2           Determination of
Awards.  A Participant shall be eligible to receive payment in
respect of an Award only to the extent that the Performance Goal(s) for such
Award are achieved and the Award Formula as applied against such Performance
Goal(s) determines that all of some portion of such Participant’s Award has been
earned for the Performance Period.  As soon as practicable after the
close of each Performance Period, the Committee shall meet to review and certify
in writing whether, and to what extent, the Performance Goals for the
Performance Period have been achieved and, if so, to calculate and certify in
writing that amount of the Award earned by each Participant for such Performance
Period based upon such Participant’s Award Formula.  The Committee
shall then determine the actual amount of the Award to be paid to each
Participant and, in so doing, may decrease, but not increase, the amount of the
Award otherwise payable to the Participant based upon such
performance.  Anything in this Plan to the contrary
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  notwithstanding,
the maximum Award payable to any Participant with respect to each fiscal year of
the Company contained within a Performance Period shall be $2,000,000 cash and
50,000 shares of Common Stockprorated on a monthly
basis if the portion of a fiscal year included in the Performance Period is less
than twelve months.
 
 4.3           Payment of
Awards.  At the Committee’s discretion, awards may be paid in
cash, Common Stock, Restricted Stock, Stock Units or a combination of cash,
Common Stock, Restricted Stock or Stock Units.  Payments shall be made
as soon as practicable after the amount of the Award has been determined and
certified in accordance with Section 4.2.  The Committee may, subject
to such terms and conditions and within such limits as it may from time to time
establish, permit one or more Participants to defer the receipt of amounts due
under the Plan in a manner consistent with the requirements of Code Section
162(m) so that any increase in the amount of an Award that is deferred shall be
based either on a reasonable rate of interest or the performance of a
predetermined investment in accordance with Treasury Regulation
1.162-27(e)(2)(iii)(B).  If any Award which is earned pursuant to this
Section 4 is paid prior to the time determined when the Award was initially
granted, the amount of such Award shall be reduced by an appropriate discount
factor determined by the Committee.
 
 
 5.
              Termination of
      Employment.
 
 5.1           Termination of
Employment.Except as otherwise determined by the Committee or
as otherwise provided in Section 5.2, no Award with respect to a Performance
Period will be payable to any Participant who is not an employee of the Company
on the last day of such Performance Period.
 
 5.2           Death, Disability
or Retirement.  In the event that a Participant dies or his or
her employment is terminated by reason of Disability or Retirement after an
Award has been granted to the Participant but before it has been determined to
be earned pursuant to Section 4.2, there shall be paid to the Participant (or,
in the event of death, to the Participant’s Beneficiary or estate) a prorated
amount equal to the Award payment that the Committee determines would have been
paid to the Participant pursuant to Section 4.3 had his or her employment
continued based on actual performance for the Performance period in which death,
Disability or Retirement occurs, multiplied by a fraction, the numerator of
which is the number of completed calendar months of employment during the
Performance Period and the denominator of which is the number of calendar months
in the Performance Period.  Any prorated bonus under this Section 5.2
shall be paid when bonuses for the Performance Period are paid to other
participants.
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  6.           Administration.
 
 6.1           In
General.  The Committee shall have full and complete authority,
in its sole and absolute discretion, (i) to exercise all of the powers granted
to it under the Plan, (ii) to construe, interpret and implement the Plan and any
related document, (iii) to prescribe, amend and rescind rules relating to the
Plan, (iv) to make all determinations necessary or advisable in administering
the Plan, and (v) to correct any defect, supply any omission and reconcile any
inconsistency in the Plan.
 
 6.2           Determinations.  The
actions and determinations of the Committee or others to whom authority is
delegated under the Plan on all matters relating to the Plan and any Awards
shall be final and conclusive.  Such determinations need not be
uniform and may be made selectively among persons who receive, or are eligible
to receive, Awards under the Plan, whether or not such persons are similarly
situated.
 
 6.3           Appointment of
Experts.  The Committee may appoint such accountants, counsel,
and other experts as it deems necessary or desirable in connection with the
administration of the Plan.
 
 6.4           Delegation.  The
Committee may delegate to others the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all such
other steps deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and purposes, except
that the Committee shall not delegate any authority with respect to decisions
regarding Plan eligibility or the amount, timing or other material terms of
Awards.
 
 6.5           Books and
Records.  The Committee and others to whom the Committee has
delegated such duties shall keep a record of all their proceedings and actions
and shall maintain all such books of account, records and other data as shall be
necessary for the proper administration of the Plan.
 
 6.6           Payment of
Expenses.  The Company shall pay all reasonable expenses of
administering the Plan, including, but not limited to, the payment of
professional and expert fees.
 
 7.
              Miscellaneous.
 
 7.1           Nonassignability.  No
Award shall be assignable or transferable (including pursuant to a pledge or
security interest) other than by will or by the laws of descent and
distribution.
 
 7.2           Withholding
Taxes.  Whenever payments under the Plan are to be made or
deferred, the Company will withhold therefrom, or from any other amounts payable
to or in respect of the Participant, an amount sufficient to satisfy any
applicable governmental withholding tax requirements related
thereto.
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  7.3           Amendment or
Termination of the Plan.  The Plan may be amended or terminated
by the Committee in any respect except that (i) no amendment may be made after
the date on which an Executive Officer is selected as a Participant for a
Performance Period that would adversely affect the rights of such Participant
with respect to such Performance Period without the consent of the affected
Participant and (ii) no amendment shall be effective without the approval of the
shareholders of the Company to increase the maximum Award payable under the Plan
or if, in the opinion of counsel to the Company, such approval is necessary to
satisfy the applicable requirements of Code Section 162(m).
 
 7.4           Other Payments or
Awards.  Nothing contained in the Plan will be deemed in any
way to limit or restrict the Company from making any award or payment to any
person under any other plan, arrangement or understanding, whether now existing
or hereafter in effect.
 
 7.5           Payments to Other
Persons.  If payments are legally required to be made to any
person other than the person to whom any amount is payable under the Plan, such
payments will be made accordingly.  Any such payment will be a
complete discharge of the liability of the Company under the Plan.
 
 7.6           Unfunded
Plan.  Nothing in this Plan will require the Company to
purchase assets or place assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets for the purpose of
satisfying any obligations under the Plan.  Participants will have no
rights under the Plan other than as unsecured general creditors of the
Company.
 
 7.7           
Limits of
Liability.  Neither the Company nor any other person
participating in any determination of any question under the Plan, or in the
interpretation, administration or application of the Plan, will have any
liability to any party for any action taken or not taken in good faith under the
Plan.
 
 7.8           No Right of
Employment.  Nothing in this Plan will be construed as creating
any contract of employment or conferring upon any Participant any right to
continue in the employ or other service of the Company or limit in any way the
right of the Company to change such person’s compensation or other benefits or
to terminate the employment or other service of such person with or without
cause and with or without notice.
 
 7.9           Section
Headings.  The section headings contained herein are for
convenience only, and in the event of any conflict, the text of the Plan, rather
than the section headings, will control.
 
 7.10           Invalidity.  If
any term or provision contained herein is to any extent invalid or
unenforceable, such term, or provision will be reformed so that it is valid, and
such invalidity or unenforceability will not affect any other provision or part
hereof.
 
 7.11           Applicable
Law.  The Plan will be governed by the laws of the Commonwealth
of Virginia, as determined without regard to the conflict of law principles
thereof.
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  7.12           Effective
Date/Term.  The Plan became effective upon the approval by the
shareholders of the Company at the 2005 Annual Meeting of Shareholders and
became effective for the Company’s 2005 fiscal year and each of the next four
succeeding fiscal years of the Company unless sooner terminated by the Committee
in accordance with Section 7.3.  For the fifth succeeding fiscal year,
the Plan shall remain in effect in accordance with its terms unless amended or
terminated by the Committee, and the Committee shall make the determinations
required by Section 4 for such year, but the Plan shall be submitted for
re-approval by the shareholders of the Company at the annual meeting of
shareholders held during such fifth year and payment of all Awards under the
Plan for such fiscal Year and any future periods shall be contingent upon such
approval.  This Amended and Restated Plan is effective November 4,
2008.
 
 
 
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