Exhibit
10.2


























LANDAMERICA
FINANCIAL GROUP, INC.


OUTSIDE
DIRECTORS DEFERRAL PLAN







































































Effective


April
1, 1998





Amended
and Restated


Effective


November
3, 2008





TABLE OF
CONTENTS
 
 
 PageARTICLE
      I
              Definition of
      Terms
              11.1
              
              Account
              11.2
              
              Administrator
              11.3
              
              Affiliate
              21.4
              
              Beneficiary
              21.5
              
              Benefit
      Commencement
      Date
              21.6
              
              Board
              21.7
              
              Closing
      Price
              21.8
              
              Code
              21.9
              
              Compensation
              21.10
              
              Corporation
              21.11
              
              Death
      Benefit
              21.12
              
              Deferral
      Amount
              21.13
              
              Deferral
      Benefit
              21.14
              
              Deferral
      Contribution
              31.15
              
              Deferral
      Election
              31.16
              
              Deferral
      Year
              31.17
              
              Deferred
      Cash
      Account
              31.18
              
              Deferred
      Stock
      Unit
              31.19
              
              Deferred
      Stock Unit
      Account
              31.20
              
              Director
              31.21
              
              Effective
      Date
              31.22
              
              Eligible
      Director
              31.23
              
              Former
      Plan
              31.24
              
              Key
      Employee
              41.25
              
              Participant
              41.26
              
              Plan
              41.27
              
              Plan
      Year
              41.28
              
              Rate
      of Return
              41.29
              
              Short
      Plan Year
              4ARTICLE
      II
              Eligibility and
      Participation
              42.1
              
              Eligibility
              42.2
              
              Participation
              52.3
              
              Commencement
      of Active
      Participation
              52.4
              
              Length
      of
      Participation
              5
 
  
  
 ARTICLE
      III
              Determination of
      Deferral
              53.1
              
              Deferral
      Benefit
              53.2
              
              Transition
      Credits
              53.3
              
              Deferral
      Election
              63.4
              
              Subtractions
      from Deferred Cash Account and Deferred Stock Unit Account
              83.5
              
              Crediting
      of Interest to Deferred Cash Account
              83.6
              
              Equitable
      Adjustment in Case of Error or Omission
              83.7
              
              Statement
      of Benefits
              8ARTICLE
      IV
              Accounts and
      Investments
              84.1
              
              Accounts
              84.2
              
              Deferred
      Stock Units
              84.3
              
              Hypothetical
      Nature of Accounts and Investments
              9ARTICLE
      V
              Vesting
              10ARTICLE
      VI
              Death Benefits
              106.1
              
              Pre-Benefit
      Commencement Date Death Benefit
              106.2
              
              Post-Benefit
      Commencement Date Death Benefit
              10ARTICLE
      VII
              Payment of
      Benefits
              107.1
              
              Payment
      of Deferral Benefit
              107.2
              
              Payment
      of Death Benefit
              117.3
              
              Form
      of Payment of Deferral Benefit
              117.4
              
              Benefit
      Determination and Payment Procedure
              117.5
              
              Payments
      to Minors and Incompetents
              117.6
              
              Distribution
      of Benefit When Distributee Cannot be Located
              117.7
              
              Acceleration
      of Benefits Prohibited
              11ARTICLE
      VIII
              Beneficiary
      Designation
              12ARTICLE
      IX
              Withdrawals
              129.1
              
              No
      Withdrawals Permitted
              129.2
              
              Hardship
      Exemption
              12ARTICLE
      X
              Funding
              13
 
  ii
  
 ARTICLE
      XI
              Change of
    Control
              1311.1
              
              Change
      of Control
              1311.2
              
              Effect
      of Change of Control
              15ARTICLE
      XII
              Plan
      Administration
              1612.1
              
              Appointment
      of Administrator
              1612.2
              
              Duties
      and Responsibilities of Plan Administrator
              16ARTICLE
      XIII
              Amendment or Termination of
      Plan
              17ARTICLE
      XIV
              Miscellaneous
              1714.1
              
              Non-assignability
              1714.2
              
              Notices
      and Elections
              1714.3
              
              Delegation
      of Authority
              1714.4
              
              Service
      of Process
              1714.5
              
              Governing
      Law
              1714.6
              
              Binding
      Effect
              1714.7
              
              Severability
              1814.8
              
              Gender
      and Number
              1814.9
              
              Title
      and Captions
              1814.10
              
              Stock
      Subject to Plan
              1814.11
              
              Effective
      Date/Term
              18


iii


LandAmerica
Financial Group, Inc.


Outside
Directors Deferral Plan





Effective January 1, 1995, the Board of
Directors of Lawyers Title Corporation adopted the Outside Directors Deferral
Plan, under which non-employee directors of Lawyers Title Corporation had the
opportunity to defer receipt of certain compensation until retirement or
departure from the Board.





The Board of Directors determined it to
be in the best interests of the Corporation to allow non-employee directors of
the Corporation to continue to have the opportunity to defer receipt of certain
compensation until retirement or departure from the Board provided that the
deferred amounts are aligned with the interests of the Corporation by being tied
to the performance of the Corporation’s common stock.  Therefore,
effective April 1, 1998, the Board of Directors adopted the LandAmerica
Financial Group, Inc. Outside Directors Deferral Plan.  The Board of
Directors determined, effective January 1, 2004, that it was in the best
interest of the Corporation to make certain amendments to the Outside Directors
Deferral Plan to align the benefits available to non-employee directors under
the Outside Directors Deferral Plan with the benefits provided to participants
in Corporation’s Executive Voluntary Deferral Plan.





Effective January 1, 2005, the Plan is
further amended to conform to the requirements of section 409A of the Internal
Revenue Code.  The amendments apply solely to amounts accrued on and
after January 1, 2005, plus any amounts accrued prior to January 1, 2005, that
are not earned and vested as of December 31, 2004.  Amounts accrued
prior to January 1, 2005, that are earned and vested as of December 31, 2004,
shall remain subject to the terms of the Plan as in effect on December 31,
2004.





ARTICLE
I


Definition of
Terms





The following words and terms as used
in this Plan shall have the meaning set forth below, unless a different meaning
is clearly required by the context:





1.1           Account.  A
bookkeeping account established for a Participant under Article IV
hereof.  Effective January 1, 2005, the Corporation shall maintain a
Pre-2005 Account and Post-2004 Account for each Participant.  A
Participant’s Pre-2005 Account shall document the amounts deferred under the
Plan by the Participant and any other amounts credited hereunder which are
earned and vested prior to January 1, 2005, plus earnings thereon.  A
Participant’s Post-2004 Account shall document the amounts deferred under the
Plan by the Participant and any other amounts credited hereunder on and after
January 1, 2005, plus earnings thereon.  Where applicable, a
Participant’s Pre-2005 Account and Post-2004 Account may be referred to
collectively as the Participant’s “Account.”





1.2           Administrator.The Executive
Compensation Committee of the Board is the Plan Administrator unless
responsibility is delegated as provided for in Article XII
hereof.





1.3           Affiliate.Any subsidiary, parent,
affiliate, or other related business entity to the Corporation.





1.4           Beneficiary.The person or persons
designated by a Participant or otherwise entitled pursuant to Section 8.1 to
receive benefits under the Plan attributable to such Participant after the death
of such Participant.





1.5           Benefit
Commencement Date.  The date irrevocably elected by the
Participant pursuant to Section 3.3, which date, with respect to the
Participant’s Pre-2005 Account, may not be later than the Participant’s 70th
birthday.  The same Benefit Commencement Date shall be required for
all Deferral Contributions made and Deferral Benefits attributable to a Deferral
Year.





1.6           Board.The present and any
succeeding Board of Directors of the Corporation, unless such term is used with
respect to a particular Affiliate and its Directors, in which event it shall
mean the present and any succeeding Board of Directors of that
Affiliate.





1.7           Closing
Price.The
closing price of a share of common stock of the Corporation as reported on the
New York Stock Exchange composite tape on such day or, if the common stock of
the Corporation was not traded on the New York Stock Exchange on such day, then
on the next preceding day that the common stock of the Corporation was traded on
such exchange, all as reported by such source as the Administrator may
select.





1.8           Code.The Internal Revenue
Code of 1986, as the same may be amended from time to time.





1.9           Compensation.Fees payable to a
Participant for service as a member of the Board, including (i) annual retainer
fee (“Retainer”) and (ii) meeting or committee fees (collectively referred to as
“Additional Fees”) paid by the Corporation to an Eligible Director, but
excluding any such compensation deferred from a prior period, expense
reimbursement and allowances and benefits not normally paid in cash to the
Participant.





1.10           Corporation. LandAmerica Financial
Group, Inc., or any successor thereto.





1.11           Death
Benefit.The
benefit with respect to a Participant due a Participant’s Beneficiary,
determined in accordance with Article VI hereof.





1.12           Deferral
Amount.With
respect to each Plan Year, the sum of the Deferral Contributions of a
Participant with respect to his Retainer and/or his Additional Fees earned
during the Plan Year.





1.13           Deferral
Benefit.The
balance in a Participant’s Deferred Cash Account and Deferred Stock Unit
Account.


2





1.14           Deferral
Contributions.That portion of a
Participant’s Compensation which is deferred under the Plan or which has been
deferred under the Former Plan.





1.15           Deferral
Election.  An irrevocable election of a Deferral Amount in
writing executed by the Eligible Director or Participant and timely filed with
the Administrator.





1.16           Deferral
Year.The
Plan Year with respect to which a Deferral Contribution is made.  For
purposes hereof, a Deferral Contribution is considered made with respect to the
Plan Year in which the amount was earned.





1.17           Deferred
Cash Account.An unfunded, bookkeeping
account maintained on the books of the Corporation for a Participant which
reflects his interest in amounts attributable to his Deferred Contributions
under the Former Plan.  The Deferred Cash Account of a Participant
consists of his Deferral Contributions made under the Former Plan with respect
to Compensation earned after December 31, 1994 and before April 1,
1998.  Separate subdivisions of the Deferred Cash Account shall
continue to be maintained to reflect Deferral Contributions made and Deferral
Benefits attributable with respect to each Deferral Year and within each
Deferral Year, the Deferral Contributions and Deferral Benefits attributable to
Deferral Contributions of Retainer and Deferral Contributions of Additional
Fees.





1.18           Deferred
Stock Unit.  A hypothetical share of the Corporation’s common
stock.





1.19           Deferred
Stock Unit Account.An unfunded, bookkeeping
account maintained on the books of the Corporation for a Participant which
reflects his interest in amounts attributable to his Deferred Contributions
under the Plan.  The Deferred Stock Unit Account of a Participant
consists of his Deferral Contributions made under the Plan with respect to
Compensation earned after April 1, 1998.  Separate subdivisions of the
Deferred Stock Unit Account shall be maintained to reflect Deferral
Contributions made and Deferral Benefits attributable with respect to each
Deferral Year and within each Deferral Year, the Deferral Contributions and
Deferral Benefits attributable to Deferral Contributions of Retainer and
Deferral Contributions of Additional Fees.





1.20           Director.An individual who serves
as a member of the Board.





1.21           Effective
Date.  The Effective Date of the Plan is April 1,
1998.





1.22           Eligible
Director.  A Director who is not an employee of the
Corporation.





1.23           Former
Plan. The
Lawyers Title Corporation Outside Directors Deferral Plan effective January 1,
1995.


-
 3


1.24.                      Key
Employee.An
Eligible Director who, as of December 31 of any Plan Year, satisfies the
requirements of Code section 416(i) without regard to Code section 416(i)(5)
will be considered a Key Employee for purposes of the Plan for the 12-month
period commencing on the next following April 1.





1.25           Participant.An Eligible Director who
elects to participate in the Plan, and further differentiated as
follows:





(i)
            “Active
      Participant”: A Participant who has an election to make Deferral
      Contributions to the Plan in effect at the time in
    question.





(ii)
            “Inactive
      Participant”: A Participant who does not have an election to make Deferral
      Contributions to the Plan in effect at the time in
    question.





1.26           Plan. This document, as
contained herein or duly amended, which shall be known as the “LandAmerica
Financial Group, Inc. Outside Directors Deferral Plan” as amended and restated
effective November 3, 2008.





1.27           Plan
Year.The
calendar year or any Short Plan Year.





1.28           Rate of
Return.  Nine percent for the 1995 through 1999 Deferral Years,
and nine percent for Deferral Years after 1999 until, if ever, increased by the
Executive Compensation Committee of the Board.





1.29           Short
Plan Year.The remaining portion of
the calendar year after the Effective Date of this Plan.





ARTICLE
II


Eligibility and
Participation





2.1           Eligibility.  Each
Eligible Director shall be eligible to participate in the Plan and to defer
Compensation hereunder for such Plan Year.





2.2           Notice
and Election Regarding Active Participation.





(a)           The
Administrator shall notify each Eligible Director within a reasonable period of
time prior to the beginning of each Plan Year.





(b)           In
order to become an Active Participant and to make Deferral Contributions with
respect to a Plan Year, an Eligible Director must file with the Administrator a
Deferral Election, as provided in Section 3.3 which is effective as of the first
day of the Plan Year, such election must be filed by the date established by the
Administrator, which date shall be no later than the


-
 4


December
31 preceding such Plan Year or the last day before the commencement of a Short
Plan Year, whichever is applicable.





(c)           By
executing and filing such election with the Administrator, an Eligible Director
consents and agrees to the following:





(i)
            To
      execute such applications and take such physical examinations and to
      supply truthfully and completely such information as may be requested by
      any health questionnaire provided by the
  Administrator;





(ii)
            To
      be bound by all terms and conditions of the Former Plan, the Plan and all
      amendments thereto.





2.3           Commencement
of Active Participation.  An Eligible Director shall become an
Active Participant with respect to a Plan Year only if he is expected to have
Compensation during such Plan Year, and he timely files and has in effect a
Deferral Election for such Plan Year.





2.4           Length of
Participation.  An individual who is or becomes a Participant
shall be or remain an Active Participant as long as he has a Deferral Election
in effect; and he shall be or remain an Inactive Participant as long as he is
entitled to future benefits under the terms of the Plan and is not considered an
Active Participant.





ARTICLE
III


Determination of
Deferral





3.1           Deferral
Benefit.
For purposes hereof, a Participant’s Deferral Benefit shall be the balance in
his Deferred Cash Account and his Deferred Stock Unit Account at the time in
question.





3.2           Transition
Credits.Each Participant who has
a balance standing to his credit in the Former Plan as of April 1,
1998,  shall be permitted a one-time election, on or before April 1,
1998, to convert all or a portion of the balance standing to his credit in the
Former Plan to Deferred Stock Units as of April 1, 1998.  A
Participant who elects to convert all or a portion of his Deferral Account (as
defined in the Former Plan) in the Former Plan to Deferred Stock Units shall be
credited with the number of Deferred Stock Units determined by dividing the
portion of his Deferred Cash Account under the Former Plan on April 1, 1998 for
which such election is made, by the Closing Price on the date of the
Participant’s election.  If the formula produces a fractional Deferred
Stock Unit, then the fractional Deferred Stock shall be rounded off to the
nearest thousandth and credited to the Participant.  Once a
Participant has made an election under this Section 3.2 to convert some or all
of his Deferred Cash Account to Deferred Stock Units of the Corporation, the
Corporation’s rights and obligations, if any, with respect to the Deferred Stock
Units will be governed by this Plan.


5





3.3           Deferral
Election.





(a)           Subject
to the restrictions and conditions hereinafter provided, a Participant may
irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to
receive an amount of his Compensation which is specified by his Deferral
Election for such Plan Year in the form of Deferred Stock Units.  Any
such election must be filed with the Administrator at the time required under
Section 2.2(b).





(b)           The
following conditions apply:





(i)
            The
      maximum Deferral Contribution of Retainer with respect to any Participant
      for a Plan Year shall be one hundred percent of his Retainer for such Plan
      Year and such election shall be made in whole dollar amounts. A
      Participant who elects to receive his Retainer in Deferred Stock Units
      shall have credited to his Deferred Stock Unit Account as of the first day
      of each calendar quarter the number of Deferred Stock Units determined by
      dividing that portion of his accrued, deferred Retainer for the quarter
      (determined by dividing the amount of such Retainer previously selected by
      the Participant to be applied to the purchase of Deferred Stock Units by
      four) by the Closing Price as of the first day of such calendar
      quarter.





(ii)
            The
      maximum Deferral Contribution of Additional Fees with respect to any
      Participant for a Plan Year shall be one hundred percent of his Additional
      Fees for such Plan Year and such election shall be made in twenty-five
      percent increments.  A Participant who elects to receive his
      Additional Fees in Deferred Stock Units shall have credited to his
      Deferred Stock Unit Account as of the first day of the month following the
      month in which such Additional Fees are accrued the number of Deferred
      Stock Units determined by dividing the deferred portion of his Additional
      Fees by the Closing Price as of the day the Deferred Stock Units are
      credited to his Account.





(iii)
            A
      Participant who elects to defer one hundred percent of his Compensation
      shall receive additional Deferred Stock Units equal to twenty percent of
      said Participant’s Compensation for the Plan Year.  Such
      Deferred Stock Units shall be credited to the Participant in addition to
      the Deferred Stock Units received as a result of the election to defer the
      Retainer and Additional Fees in the manner provided by subsections (i) and
      (ii) above.





(iv)           A
separate Deferral Election must be filed for each Plan Year.





(v)
            Each
      Deferral Election shall be made on a form provided by the Administrator
      and shall specify the Deferral Amount and source of deferrals and such
      additional information as the Administrator may
  require.


6


(vi)           A
Deferral Election must specify the period of payment.  A Participant
may elect to receive a lump sum payment or annual or quarterly installment
payments over periods of five, ten or fifteen years.





(vii)           A
Deferral Election must specify the Benefit Commencement Date, as described
below:





(A)           This
subsection (vii)(A) applies solely to a Participant’s Pre-2005
Account.  In his Deferral Election, a Participant may elect to receive
his lump sum payment, or begin receiving installment payments, on the January 1
after age 55, 60 or 65.  A Participant shall have the option of
postponing the elected Benefit Commencement Date of a Deferral Benefit by making
an irrevocable subsequent deferral election at least one year before such
Deferral Benefit is payable, provided that the Participant may not change his
previous allocation of amounts to his Deferred Cash Account and Deferred Stock
Unit Account at such time and provided that the Participant may not postpone the
elected Benefit Commencement Date past the Participant’s 70th
birthday.  For example, a Participant who makes an initial election to
receive a lump sum payment on January 1 after he attains age 65, and wishes to
postpone his Benefit Commencement Date until age 70 must make a
subsequent deferral electionno
later than January 1 after he attains age 64and must specify
that the payment is being deferred to age 70.





(B)           This
subsection (vii)(B) applies solely to a Participant’s Post-2004
Account.  In his Deferral Election, a Participant may elect to receive
his lump sum payment, or begin receiving installment payments, on the January 1
after attainment of any age through age 70, on the January 1 after the
Participant’s retirement from service on the Board, or on the later of these two
events.  A Participant may postpone a Benefit Commencement Date
scheduled for January 1 after attainment of a specified age for a period of not
less than five years by making an irrevocable election to do so, provided such
election is made at least twelve months before the scheduled Benefit
Commencement Date.  In addition, an election to postpone a Benefit
Commencement Date may not take effect for twelve months after the date of the
election, and no such election may be made if the minimum five-year period
described in the preceding sentence would extend beyond January 1 after the
Participant’s 70th
birthday.  For example, a Participant who makes an initial election to
receive a lump sum payment on January 1 after he attains age 68 may not postpone
his Benefit Commencement Date.  A Participant who makes an
initial election to receive a lump sum payment on January 1 after the later of
age 68 or retirement may not postpone his Benefit Commencement Date, but will receive
his benefit after age 68 if he remains in service on the Board past that
date.  A Benefit Commencement Date scheduled for January 1
after the retirement of a Participant who is a Key Employee may
be


7


adjusted
for his Post-2004 Account to the first day of the month following the six–month
anniversary of the Participant’s retirement.  Such adjustment shall
occur only if it results in a Benefit Commencement Date that is later than the
Benefit Commencement Date specified in the Participant’s Deferral
Election.





A
Participant shall make an election to postpone his Benefit Commencement Date on
a form designated by the Administrator.





3.4           Subtractions
from Deferred Cash Account and Deferred Stock Unit Account. All distributions from
a Participant’s Deferred Cash Account and Deferred Stock Unit Account shall be
subtracted when such distributions are made.





3.5           Crediting
of Interest to Deferred Cash Account.  There shall be credited
to each Participant’s Deferred Cash Account an amount representing interest on
the balance of such account.  Under the Former Plan, the interest was
credited as of the first day of the Deferral Year. Under this Plan, interest
shall be credited as earned.  Such interest shall be based on the
applicable Rate of Return for the Deferral Year.





3.6           Equitable
Adjustment in Case of Error or Omission.  If an error or
omission is discovered in the Deferred Cash Account and Deferred Stock Unit
Account of a Participant, the Administrator shall make such equitable adjustment
as the Administrator deems appropriate.





3.7           Statement
of Benefits.  Within a reasonable time after the end of the
Plan Year and at the date a Participant’s Deferral Benefit or Death Benefit
becomes payable under the Plan, the Administrator shall provide to each
Participant (or, if deceased, to his Beneficiary) a statement of the benefit
under the Plan.








ARTICLE
IV


Accounts and
Investments





4.1           Accounts.  A
separate Pre-2005 Account and Post-2004 Account under the Plan shall be
established for each Participant.  Such Account shall be (a) credited
with the amounts credited in accordance with Sections 3.2 and 3.3, (b) credited
(or charged, as the case may be) with the investment results determined in
accordance with Sections 4.2 and 4.3, and (c) charged with the amounts paid by
the Plan to or on behalf of the Participant in accordance with Article
VII.  With each Participant’s Account, separate subaccounts
(including, as necessary, a Deferred Stock Unit Account and a Deferred Cash
Account) shall be maintained to the extent that the Board determines them
necessary or useful in the administration of the Plan.





4.2           Deferred
Stock Units.  Except as provided below, a Participant’s
Deferred Stock Unit Account shall be treated as if it were invested in Deferred
Stock Units that are equivalent in


8


value to
the fair market value of the shares of the Corporation’s common stock in
accordance with the following rules:





(a)           The
number of Deferred Stock Units credited to a Participant’s Deferred Stock Unit
Account shall be increased on each date on which a dividend is paid on the
Corporation’s common stock.  The number of additional Deferred Stock
Units credited to a Participant’s Deferred Stock Unit Account as a result of
such increase shall be determined by (i) multiplying the total number of
Deferred Stock Units (with fractional Deferred Stock Units rounded off to the
nearest thousandth) credited to the Participant’s Deferred Stock Unit Account
immediately before such increase by the amount of the dividend paid per share of
the Corporation’s common stock on the dividend payment date, and (ii) dividing
the product so determined by the Closing Price on the dividend payment
date.





(b)           The
dollar value of the Deferred Stock Units credited to a Participant’s Deferred
Stock Unit Account on any date shall be determined by multiplying the number of
Deferred Stock Units (including fractional Deferred Stock Units) credited to the
Participant’s Deferred Stock Unit Account by the Closing Price on that
date.





(c)           In
the event of a transaction or event described in this subsection (c), the number
of Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account
shall be adjusted in such manner as the Board, in its sole discretion, deems
equitable.  A transaction or event is described in this subsection (c)
if (i) it is a dividend (other than regular quarterly dividends) or other
distribution (whether in the form of cash, shares, other securities, or other
property), extraordinary cash dividend, recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
repurchase, or exchange of shares or other securities, the issuance or
exercisability of stock purchase rights, the issuance of warrants or other
rights to purchase shares or other securities, or other similar corporate
transaction or event and (ii) the Board determines that such transaction or
event affects the shares of the Corporation’s common stock, such that an
adjustment pursuant to this subsection (c) is appropriate to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.





4.3           Hypothetical
Nature of Accounts and Investments.  Each Account established
under this Article IV shall be maintained for bookkeeping purposes
only.  Neither the Plan nor any of the Accounts established under the
Plan shall hold any actual funds or assets.  The Deferred Stock Units
established hereunder shall be used solely to determine the amounts to be paid
hereunder, shall not represent an equity security of the Corporation, and shall
not carry any voting or dividend rights.





9


ARTICLE
V


Vesting





A Participant’s Deferred Cash Account
and Deferred Stock Unit Account shall be fully vested and non-forfeitable at all
times.








ARTICLE
VI


Death
Benefits





6.1           Pre-Benefit
Commencement Date Death Benefit.  In the event that a
Participant dies prior to his Benefit Commencement Date, the Beneficiary of such
Participant shall be entitled to receive as a Death Benefit an amount equal to
the Deferral Benefit that the Participant would have received had the
Participant lived to his Benefit Commencement Date and received the full
Deferral Benefit.  This Death Benefit shall be calculated by
increasing the value of the Participant’s Deferred Cash Account by the amount
that would have been credited as interest at the Rate of Return from the date of
death through the Participant’s Benefit Commencement Date assuming, for purposes
of this additional interest crediting only, the Participant’s Deferred Stock
Unit Account had been converted to a Deferred Cash Account and added to the
Participant’s existing Deferred Cash Account as of the first day of the month
following the Participant’s date of death.  This Death Benefit shall
be paid pursuant to the Participant’s election form except that the payment
shall be made, or begin, on the first of January after the Participant’s date of
death.  To the extent not paid out in a lump sum payment, the
Participant’s Deferred Stock Unit Account will continue to be credited with
additional Deferred Stock Units in accordance with Section 4.2 and the
Participant’s Deferred Cash Account, as adjusted by this Section 6.1, shall
accrue interest thereafter at the Rate of Return.





6.2           Post-Benefit
Commencement Date Death Benefit.  In the event that a
Participant dies after his Benefit Commencement Date, then the Beneficiary of
such Participant shall be entitled to receive as a Death Benefit a continuation
of the payment of the Deferral Benefit in the same manner and in the same amount
that the Participant would have received had the Participant lived to receive
the Deferral Benefit.








ARTICLE
VII


Payment of
Benefits





7.1           Payment
of Deferral Benefit.A Participant’s Deferral
Benefit, if any, shall become payable to the Participant as of the Benefit
Commencement Date specified in his Deferral Election (or adjusted Benefit
Commencement Date described in Section 3.3(b)(vii)(B)) or as soon thereafter as
is administratively practical. The first payment made on an adjusted Benefit
Commencement Date shall include a “catch-up” amount equal to the sum of the
payments that would have been made to the Participant during the period
preceding the adjusted


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Benefit
Commencement Date if no adjustment had been made. If the Participant has elected
to receive the Deferral Benefit in installments, each of the Participant’s
installment payments shall be comprised of accrued interest, if any, and that
portion of the Participant’s Deferral Benefit equal to the balances in the
Participant’s Deferred Cash Account and Deferred Stock Unit Account divided by
the number of remaining installment payments to be made to the
Participant.





7.2           Payment
of Death Benefit.  A Participant’s pre-commencement Death
Benefit shall be payable to his Beneficiary as set forth in Article
VI.  A Participant’s post-commencement Death Benefit shall be paid in
installments payable over the period irrevocably elected by the Participant
pursuant to his Deferral Election.





7.3           Form of
Payment of Deferral Benefit.A Participant’s Deferred
Stock Unit Account shall be paid in shares of the Corporation’s common stock,
with fractional shares paid in cash, and the Deferred Cash Account shall be paid
in cash.





7.4           Benefit
Determination and Payment Procedure.  The Administrator shall
make all determinations concerning eligibility for benefits under the Plan, the
time or terms of payment, and the form or manner of payment to the Participant
or the Participant’s Beneficiary, in the event of the death of the
Participant.  The Administrator shall promptly notify the Corporation
of each such determination that benefit payments are due and provide to the
Corporation all other information necessary to allow the Corporation to carry
out said determination, whereupon the Corporation shall pay such benefits in
accordance with the Administrator’s determination.





7.5           Payments
to Minors and Incompetents.  If a Participant or Beneficiary
entitled to receive any benefits hereunder is a minor or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits, or is
deemed so by the Administrator, benefits will be paid to such person as the
Administrator may designate for the benefit of such Participant or
Beneficiary.  Such payments shall be considered a payment to such
Participant or Beneficiary and shall, to the extent made, be deemed a complete
discharge of any liability for such payments under the Plan.





7.6           Distribution
of Benefit When Distributee Cannot Be Located.  The
Administrator shall make all reasonable attempts to determine the identity
and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to
benefits under the Plan, including the mailing by certified mail of a notice to
the last known address shown on the Corporation’s or the Administrator’s
records.  If the Administrator is unable to locate such a person
entitled to benefits hereunder, or if there has been no claim made for such
benefits, the Corporation shall continue to hold the benefit due such person,
subject to any applicable statute of escheats.





7.7           Acceleration
of Benefits Prohibited.  Except as provided in Treasury
Regulations, no acceleration in the time or schedule of any payment or amount
scheduled to be paid from the Participant’s Post-2004 Account is
permitted.


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ARTICLE
VIII


Beneficiary
Designation





A Participant may designate a
Beneficiary.  Any Beneficiary designation made hereunder shall be
effective only if properly signed and dated by the Participant and delivered to
the Administrator prior to the time of the Participant’s death.  The
most recent Beneficiary designation received by the Administrator shall be the
effective Beneficiary designation for all Plan Years and shall supercede all
prior Beneficiary designations unless specifically designated
otherwise.  Any Beneficiary designation hereunder shall remain
effective until changed or revoked hereunder.





A Beneficiary designation may be
changed by the Participant at any time, or from time to time, by filing a new
designation in writing with the Administrator.





If the Participant dies without having
designated a Beneficiary, or if the Beneficiary so designated has predeceased
him, then his estate shall be deemed to be his Beneficiary.





If a Beneficiary of the Participant
shall survive the Participant but shall die before the Participant’s entire
benefit under the Plan has been distributed, then the unpaid balance thereof
shall be distributed to any other beneficiary named by the deceased Beneficiary
to receive his interest or, if none, to the estate of the deceased
Beneficiary.





ARTICLE
IX


Withdrawals





9.1           No
Withdrawals Permitted.  No withdrawals or other distributions
shall be permitted from the Deferred Cash Account and Deferred Stock Unit
Account except as provided in Article VII.





9.2           Hardship
Exemption.





(a)           A
distribution of a portion of the Participant’s Deferral Account because of an
Unforeseeable Emergency will be permitted only to the extent required by the
Participant to satisfy the emergency need.  Whether an Unforeseeable
Emergency has occurred will be determined solely by the Administrator.
Distributions in the event of an Unforeseeable Emergency may be made by and with
the approval of the Administrator upon written request by a
Participant.





(b)           An
“Unforeseeable Emergency” is defined as a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the


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Participant’s
control.  The circumstances that will constitute an Unforeseeable
Emergency will depend upon the facts of each case, but, in any event, any
distribution under this Section 9.2 shall not exceed the remaining amount
required by the Participant to resolve the hardship after (i) reimbursement or
compensation through insurance or otherwise, (ii) obtaining liquidation of the
Participant’s assets, to the extent such liquidation would not itself cause a
severe financial hardship, or (iii) suspension of deferrals under the
Plan.





ARTICLE
X


Funding





All Plan Participants and Beneficiaries
are general unsecured creditors of the Corporation with respect to the benefits
due hereunder and the Plan constitutes a mere promise by the Corporation to make
benefit payments in the future.  It is the intention of the
Corporation that the Plan be considered unfunded for tax purposes.





The Corporation may, but is not
required to, purchase life insurance in amounts sufficient to provide some or
all of the benefits provided under this Plan or may otherwise segregate assets
for such purpose.





The Corporation may, but is not
required to, establish a grantor trust which may be used to hold assets of the
Corporation which are maintained as reserves against the Corporation’s unfunded,
unsecured obligations hereunder.  Such reserves shall at all times be
subject to the claims of the Corporation’s creditors.  To the extent
such trust or other vehicle is established, and assets contributed, for the
purpose of fulfilling the Corporation’s obligation hereunder, then such
obligation of the Corporation shall be reduced to the extent such assets are
utilized to meet its obligations hereunder.  Any such trust and the
assets held thereunder are intended to conform in substance to the terms of the
model trust described in Revenue Procedure 92-64.








ARTICLE
XI


Change of
Control





11.1           Change of
Control.





A “Change of Control” shall
mean





(a)           The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Corporation (the “Outstanding
Corporation Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding Corporation Voting Securities”);
provided, however, that


13


for
purposes of this subsection (a), the following acquisitions shall not constitute
a Change of Control: (i) any acquisition directly from the Corporation, (ii) any
acquisition by the Corporation, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section; or





(b)           Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation’s shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or





(c)           Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Corporation (a “Business
Combination”), in each case, unless, following such Business Combination, (i)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation common stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
common stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or





(d)           Approval
by the shareholders of the Corporation of a complete liquidation or dissolution
of the Corporation.


14


Notwithstanding the foregoing, for
purposes of subsection (a) of this Section, a Change of Control shall not be
deemed to have taken place if, as a result of an acquisition by the Corporation
which reduces the Outstanding Corporation common stock or the Outstanding
Corporation Voting Securities, the beneficial ownership of a Person increases to
20% or more of the Outstanding Corporation common stock or the Outstanding
Corporation Voting Securities; provided, however, that if a Person shall become
the beneficial owner of 20% or more of the Outstanding Corporation common stock
or the Outstanding Corporation Voting Securities by reason of share purchases by
the Corporation and, after such share purchases by the Corporation, such Person
becomes the beneficial owner of any additional shares of the Outstanding
Corporation common stock or the Outstanding Corporation Voting Stock, for
purposes of subsection (a) of this Section, a Change of Control shall be deemed
to have taken place.





11.2           Effect of
Change of Control.





(a)           Upon
a Change of Control, the Corporation shall establish, if one has not been
established, a grantor trust, as described in Article X and shall contribute to
such trust within seven days of the Change of Control and within thirty days of
the end of each Plan Year thereafter, a lump sum payment equal to the difference
between the aggregate value of all Participants’ Accounts and the value of the
assets of the trust on the date of the Change of Control or end of the Plan
Year.





(b)           Notwithstanding
any other provision in any other Article of this Plan to the contrary, in the
event a Participant ceases to serve as a Director of the Corporation (or as a
Director of any publicly held acquiring parent corporation in the event the
Corporation is not the surviving publicly held parent corporation in the Change
of Control transaction) within two years following a change of control event as
defined in Treasury Regulations section 1.409A-3(i)(5), with respect to the
Company, (i) the value of all amounts deferred by a Participant which have not
yet been credited to the Participant’s Account and (ii) the value of such
Participant’s Account shall be paid to the Participant in a lump-sum payment no
later than thirty days after the date of the Participant’s separation from
service; provided, however, that with respect to the Post-2004 Account of a Key
Employee, such distribution shall be paid on first day of the month following
the six-month anniversary of the Participant’s separation from service (and
shall be calculated as of that date).  The value of such Participant’s
Deferred Stock Unit Account shall be paid in shares of the Corporation’s common
stock (or the stock of an Acquiring Corporation as provided in Section 11.2(c)),
with fractional shares paid in cash and the value of such Participant’s Deferred
Cash Account shall be paid in cash.





(c)           Upon
a Change of Control, each Participant’s Stock Unit Account shall be adjusted as
provided in Section 4.1(c).  The amount of such adjustment shall be
determined by the Board (which, for this purpose, shall be comprised solely of
employee members of the Board prior to the Change of Control) so as to reflect
fairly and equitably appropriate circumstances as the Board deems appropriate,
including, without limitation, the recent price of shares of the Corporation’s
common stock.  For purposes of adjustments under this Section 11.2(c),
the value


15


of a
Participant’s Deferred Stock Unit Account shall be adjusted to the greater of
(1) the Closing Price on or nearest the date on which the Change of Control is
deemed to occur, or (2) the highest per share price for shares of the
Corporation’s common stock actually paid in connection with the Change of
Control.  In the event the consideration received in the Change of
Control transaction by the holders of the Corporation’s common stock includes
shares of stock of another corporation (an “Acquiring Corporation”), the
adjustment under this Section 11.2(c) shall include converting each Deferred
Stock Unit into units of stock of the Acquiring Corporation of the same class as
the shares received by the holders of the Corporation’s common stock in the
Change of Control transaction using the same exchange ratio as the exchange
ratio used in the Change of Control transaction and such units shall be deemed
to be equivalent in value to the fair market value of such shares of the
Acquiring Corporation.  Such units shall thereafter be deemed to be
Deferred Stock Units within the meaning of this Plan and accounted for and
adjusted accordingly.  Any other adjustment made to a Deferred Stock
Unit Account, including an adjustment relating to other consideration received
in the Change of Control transaction by the holders of the Corporation’s common
stock, shall be credited to the Participant’s Deferred Cash
Account.








ARTICLE
XII


Plan
Administration





12.1           Appointment
of Administrator.The Executive
Compensation Committee may appoint one or more persons to serve as the
Administrator for the purpose of administering the Plan.  In the event
more than one person is appointed, the persons shall form a committee for the
purpose of functioning as the Administrator.  The person or
committeemen serving as Administrator shall serve for indefinite terms at the
pleasure of the Executive Compensation Committee, and may, by thirty days prior
written notice to the Executive Compensation Committee, terminate such
appointment.





12.2           Duties
and Responsibilities of Plan Administrator.





(a)           The
Administrator shall maintain and retain necessary records regarding its
administration of the Plan.





(b)           The
Administrator is empowered to settle claims against the Plan and to make such
equitable adjustments in a Participant’s or Beneficiary’s rights or entitlements
under the Plan as it deems appropriate in the event an error or omission is
discovered or claimed in the operation or administration of the
Plan.





(c)           The
Administrator may construe the Plan, correct defects, supply omissions or
reconcile inconsistencies to the extent necessary to effectuate the Plan, and
such action shall be conclusive.





16


ARTICLE
XIII


Amendment or Termination of
Plan





The Plan may be terminated or amended
at any time by the Board, effective as of any date specified.  Any
such action taken by the Board shall be evidenced by a resolution and shall be
communicated to Participants and Beneficiaries prior to the effective date
thereof.  No amendment or termination shall decrease a Participant’s
Deferral Benefit accrued prior to the effective date of the amendment or
termination. Solely with respect to a Participant’s Pre-2005 Account, the Board
reserves the right unilaterally to shorten the deferral period of any
Participant hereunder in its sole discretion if, in its sole discretion, it
determines that to do so will be fair and equitable to the
Participant.








ARTICLE
XIV


Miscellaneous





14.1           Non-assignability.  The
interests of each Participant under the Plan are not subject to claims of the
Participant’s creditors; and neither the Participant nor his Beneficiary shall
have any right to sell, assign, transfer or otherwise convey the right to
receive any payments hereunder or any interest under the Plan, which payments
and interest are expressly declared to be non-assignable and
non-transferable.





14.2           Notices
and Elections.  All notices required to be given in writing and
all elections required to be made in writing under any provision of the Plan
shall be invalid unless made on such forms as may be provided or approved by the
Administrator and, in the case of a notice or election by a Participant or
Beneficiary, unless executed by the Participant or Beneficiary giving such
notice or making such election.  Notices and elections shall be deemed
given or made when received by any member of the committee that serves as
Administrator.





14.3           Delegation
of Authority.  Whenever the Corporation is permitted or
required to perform any act, such act may be performed by its Chief Executive
Officer or President or other person duly authorized by its Chief Executive
Officer or President or its Board.





14.4           Service
of Process.The Administrator shall
be the agent for service of process on the Plan.





14.5           Governing
Law.  The Plan shall be construed, enforced and administered in
accordance with the laws of the Commonwealth of Virginia.





14.6           Binding
Effect.  The Plan shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns, and the Participant and
his heirs, executors, administrators and legal representatives.


17


14.7           Severability.If any provision of the
Plan should for any reason be declared invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions shall nevertheless remain in
full force and effect.





14.8           Gender
and Number.  In the construction of the Plan, the masculine
shall include the feminine or neuter and the singular shall include the plural
and vice-versa in all cases where such meanings would be
appropriate.





14.9     Titles
and Captions.Titles and captions and
headings herein have been inserted for convenience of reference only and are to
be ignored in any construction of the provisions hereof.





14.10     Stock
Subject to Plan.  Up to 100,000 shares of the Corporation’s
common stock may be distributed pursuant to Section 7.3.  In the event
of a transaction described in Section 4.2(c), the maximum number of shares that
may be distributed shall be adjusted as the Board, in its sole discretion, deems
appropriate.





14.11     Effective
Date/Term.  This Plan, as amended and restated, has been
approved by the Board, effective November 3, 2008.  No Deferral
Contributions may be made under the Plan for any Plan Year ending after December
31, 2013.  Except as provided in Section 13.1 with respect to a
Participant’s Pre-2005 Account or Section 7.7, the expiration or termination of
this Plan in whole or in part shall not shorten the deferral period of any
Participant.








393223v21





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