Change of Control Employment Agreement


    

      Exhibit
        10.1

      CHANGE
        OF CONTROL EMPLOYMENT AGREEMENT

      


      AGREEMENT
        by and between LandAmerica Financial Group, Inc., a Virginia corporation
        (the
“Company”), and ____________ (the “Executive”), dated as of the ____ day of
        __________________.

      


      The
        Board
        of Directors of the Company (the “Board”) has determined that it is in the best
        interests of the Company and its shareholders to assure that the Company
        will
        have the continued dedication of the Executive, notwithstanding the possibility,
        threat or occurrence of a Change of Control (as defined below) of the Company.
        The Board believes it is imperative to diminish the inevitable distraction
        of
        the Executive by virtue of the personal uncertainties and risks created by
        a
        pending or threatened Change of Control and to encourage the Executive’s full
        attention and dedication to the Company currently and in the event of any
        threatened or pending Change of Control, and to provide the Executive with
        compensation and benefits arrangements upon a Change of Control which ensure
        that the compensation and benefits expectations of the Executive will be
        satisfied and which are competitive with those of other corporations. Therefore,
        in order to accomplish these objectives, the Board has caused the Company
        to
        enter into this Agreement.

      


      NOW,
        THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      


      1. Certain
        Definitions.
        

      


      (a) “Board”
        shall mean the Board of Directors of the Company. In the event the Company
        is no
        longer traded on an established securities market and any parent of the company
        is publicly traded, Board shall mean the Board of Directors of the publicly
        traded parent corporation.

      


      (b) “Change
        of Control Period” shall mean the period commencing on the date hereof and
        ending on the date one year after the date hereof; provided, however, that
        on
        each annual anniversary of the date hereof (each annual anniversary shall
        be
        hereinafter referred to as the “Renewal Date”), unless previously terminated,
        the Change of Control Period shall automatically extended so as to terminate
        one
        year from such Renewal Date, unless at least 60 days prior to the Renewal
        Date
        the Company shall give notice to the Executive that the Change of Control
        Period
        shall not be so extended.

      


      (c) “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

      


      (d)
         “Effective
        Date” shall mean the first date during the Change of Control Period (as defined
        in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs.
        Anything in this Agreement to the contrary notwithstanding, if a Change of
        Control occurs and if the Executive’s employment with the Company is terminated
        prior to the date on which the Change of Control occurs, and if it is reasonably
        demonstrated by the Executive that such termination of employment (i) was
        at the
        request of a third party who has taken steps reasonably calculated to effect
        a
        Change of Control or (ii) otherwise arose in connection with or anticipation
        of
        a Change of Control, then for all purposes of this Agreement the “Effective
        Date” shall mean the date immediately prior to the date of such termination of
        employment.


      
        
           

        

        
          
            

          

        

        
           

        

      


      


      (e) “Subsidiary”
        shall mean any corporation that is directly, or indirectly though one or
        more
        intermediaries, controlled by the Company.

      


      2. Change
        of Control.
        For the
        purpose of this Agreement, 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 Company (the “Outstanding Company
        Common Stock”) or (ii) the combined voting power of the then outstanding voting
        securities of the Company entitled to vote generally in the election of
        directors (the “Outstanding Company Voting Securities”); provided, however, that
        for purposes of this subsection (a), the following acquisitions shall not
        constitute a Change of Control: (i) any acquisition directly from the Company,
        (ii) any acquisition by the Company, (iii) any acquisition by any employee
        benefit plan (or related trust) sponsored or maintained by the Company or
        any
        corporation controlled by the Company 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 2; 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 Company’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 con-sents 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 Company (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 Company Common Stock and Outstanding Company
        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 Company or all or substantially all of the Company’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 Company Common Stock and Outstanding Company
        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 Company 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

       

       

      
 

      
        
           

        

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

       

      Notwithstanding
        the foregoing, for purposes of subsection (a) of this Section 2, a Change
        of
        Control shall not be deemed to have taken place if, as a result of an
        acquisition by the Company which reduces the Outstanding Company Common Stock
        or
        the Outstanding Company Voting Securities, the beneficial ownership of a
        Person
        increases to 20% or more of the Outstanding Company Common Stock or the
        Outstanding Company Voting Securities; provided, however, that if a Person
        shall
        become the beneficial owner of 20% or more of the Outstanding Company Common
        Stock or the Outstanding Company Voting Securities by reason of share purchases
        by the Company and, after such share purchases by the Company, such Person
        becomes the beneficial owner of any additional shares of the Outstanding
        Company
        Common Stock or the Outstanding Company Voting Stock, for purposes of subsection
        (a) of this Section 2, a Change of Control shall be deemed to have taken
        place.

      


      3. Employment
        Period.
        If the
        Executive is employed by the Company and/or a Subsidiary on the Effective
        Date,
        the Company hereby agrees to continue to employ and to cause such Subsidiary
        to
        continue to employ the Executive, and the Executive hereby agrees to remain
        in
        the employ of the Company and/or such Subsidiary, subject to the terms and
        conditions of this Agreement, for the period commencing on the Effective
        Date
        and ending on the third anniversary of such date (the “Employment Period”). For
        purposes of this Agreement, unless expressly limited to LandAmerica Financial
        Group, Inc., “Company” hereinafter shall mean each of LandAmerica Financial
        Group, Inc. and/or any of its Subsidiaries or affiliated companies that employ
        the Executive. As used in this Agreement, the term “affiliated companies” shall
        include any company controlled by, controlling or under common control with
        the
        Company.

      


      4. Terms
        of Employment.
        

      


      (a)
         Position
        and Duties.

      


      (i) During
        the Employment Period, (A) the Executive’s position (including status, offices,
        titles and reporting requirements), authority, duties and responsibilities
        shall
        be at least commensurate in all material respects with the most significant
        of
        those held, exercised and assigned at any time during the 120-day period
        immediately preceding the Effective Date and (B) the Executive’s services shall
        be performed at the location where the Executive was employed immediately
        preceding the Effective Date or any office or location less than 35 miles
        from
        such location.

       

       

      
 

      
        
           

        

        
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      (ii) During
        the Employment Period, and excluding any periods of paid time off to which
        the
        Executive is entitled, the Executive agrees to devote reasonable attention
        and
        time during normal business hours to the business and affairs of the Company
        and, to the extent necessary to discharge the responsibilities assigned to
        the
        Executive hereunder, to use the Executive’s reasonable best efforts to perform
        faithfully and efficiently such responsibilities. During the Employment Period
        it shall not be a violation of this Agreement for the Executive to (A) serve
        on
        corporate, civic or charitable boards or committees, (B) deliver lectures,
        fulfill speaking engagements or teach at educational institutions and (C)
        manage
        personal investments, so long as such activities do not significantly interfere
        with the performance of the Executive’s responsibilities as an employee of the
        Company in accordance with this Agreement. It is expressly understood and
        agreed
        that to the extent that any such activities have been conducted by the Executive
        prior to the Effective Date, the continued conduct of such activities (or
        the
        conduct of activities similar in nature and scope thereto) subsequent to
        the
        Effective Date shall not thereafter be deemed to interfere with the performance
        of the Executive’s responsibilities to the Company.

      


      (b) Compensation.
        

      


      (i) Base
        Salary.
        During
        the Employment Period, the Executive shall receive an annual base salary
        (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to
        12 times the highest monthly base salary paid or payable, including any base
        salary which has been earned but deferred, to the Executive by the Company
        in
        respect of the 12-month period immediately preceding the month in which the
        Effective Date occurs. During the Employment Period, the Annual Base Salary
        shall be reviewed no more than 12 months after the last salary increase awarded
        to the Executive prior to the Effective Date and thereafter at least annually.
        Any increase in Annual Base Salary shall not serve to limit or reduce any
        other
        obligation to the Executive under this Agreement. Annual Base Salary shall
        not
        be reduced after any such increase and the term Annual Base Salary as utilized
        in this Agreement shall refer to Annual Base Salary as so increased.


      


      (ii) Annual
        Bonus.
        In
        addition to Annual Base Salary, the Executive shall be awarded, for each
        fiscal
        year ending during the Employment Period, an annual bonus (the “Annual Bonus”)
        in cash at least equal to the Executive’s highest bonus under annual incentive
        plans of the Company or any comparable bonus under any predecessor or successor
        plan, for the last three full fiscal years prior to the Effective Date
        (annualized in the event that the Executive was not employed by the Company
        for
        the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual
        Bonus shall be paid no later than the end of the third month of the fiscal
        year
        next following the fiscal year for which the Annual Bonus is awarded, unless
        the
        Executive shall elect to defer the receipt of such Annual Bonus.

       

       

      
 

      
        
           

        

        
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      (iii) Incentive,
        Savings and Retirement Plans.
        During
        the Employment Period, the Executive shall be entitled to participate in
        all
        incentive, savings and retirement plans, practices, policies and programs
        applicable generally to other peer executives of the Company, but in no event
        shall such plans, practices, policies and programs provide the Executive
        with
        incentive opportunities (measured with respect to both regular and special
        incentive opportunities, to the extent, if any, that such distinction is
        applicable), savings opportunities and retirement benefit opportunities,
        in each
        case, less favorable, in the aggregate, than the most favorable of those
        provided by the Company and its affiliated companies for the Executive under
        such plans, practices, policies and programs as in effect at any time during
        the
        120-day period immediately preceding the Effective Date or if more favorable
        to
        the Executive, those provided generally at any time after the Effective Date
        to
        other peer executives of the Company.

      


      (iv) Welfare
        Benefit Plans.
        During
        the Employment Period, the Executive and/or the Executive’s family, as the case
        may be, shall be eligible for participation in and shall receive all benefits
        under welfare benefit plans, practices, policies and programs provided by
        the
        Company (including, without limitation, medical, prescription, dental,
        disability, employee life, group life, accidental death and travel accident
        insurance plans and programs) to the extent applicable generally to other
        peer
        executives of the Company, but in no event shall such plans, practices, policies
        and programs provide the Executive with benefits which are less favorable,
        in
        the aggregate, than the most favorable of such plans, practices, policies
        and
        programs in effect for the Executive at any time during the 120-day period
        immediately preceding the Effective Date or, if more favorable to the Executive,
        those provided generally at any time after the Effective Date to other peer
        executives of the Company.

      


      (v) Expenses.
        During
        the Employment Period the Executive shall be entitled to receive prompt
        reimbursement for all reasonable expenses incurred by the Executive in
        accordance with the most favorable policies, practices and procedures of
        the
        Company in effect for the Executive at any time during the 120-day period
        immediately preceding the Effective Date or, if more favorable to the Executive,
        as in effect generally at any time thereafter with respect to other peer
        executives of the Company.

      


      (vi) Fringe
        Benefits.
        During
        the Employment Period, the Executive shall be entitled to fringe benefits,
        including, without limitation, tax and financial planning services, payment
        of
        club dues, and, if applicable, use of an automobile and payment of related
        expenses, in accordance with the most favorable plans, practices, programs
        and
        policies of the Company and its affiliated companies in effect for the Executive
        at any time during the 120-day period immediately preceding the Effective
        Date
        or, if more favorable to the Executive, as in effect generally at any time
        thereafter with respect to other peer executives of the Company.

      


      (vii) Office
        and Support Staff.
        During
        the Employment Period, the Executive shall be entitled to an office or offices
        of a size and with furnishings and other appointments, and to exclusive personal
        secretarial and other assistance, at least equal to the most favorable of
        the
        foregoing provided to the Executive by the Company and its affiliated companies
        at any time during the 120-day period immediately preceding the Effective
        Date
        or, if more favorable to the Executive, as provided generally at any time
        thereafter with respect to other peer executives of the Company.

       

       

      
 

      
        
           

        

        
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      (viii) Paid
        Time Off.
        During
        the Employment Period, the Executive shall be entitled to paid time off in
        accordance with the most favorable plans, policies, programs and practices
        of
        the Company and its affiliated companies as in effect for the Executive at
        any
        time during the 120-day period immediately preceding the Effective Date or,
        if
        more favorable to the Executive, as in effect generally at any time thereafter
        with respect to other peer executives of the Company.

      


      5. Termination
        of Employment.
        

      


      (a) Death
        or Disability.
        The
        Executive’s employment shall terminate automatically upon the Executive’s death
        during the Employment Period. If the Company determines in good faith that
        the
        Disability of the Executive has occurred during the Employment Period (pursuant
        to the definition of Disability set forth below), it may give to the Executive
        written notice in accordance with Section 12(b) of this Agreement of its
        intention to terminate the Executive’s employment. In such event, the
        Executive’s employment with the Company shall terminate effective on the 30th
        day after receipt of such notice by the Executive (the “Disability Effective
        Date”), provided that, within the 30 days after such receipt, the Executive
        shall not have returned to full-time performance of the Executive’s duties. For
        purposes of this Agreement, “Disability” shall mean that the Executive is
        unable, by reason of physical or mental incapacity, to perform Executive’s
        duties to the Company on a full-time basis for a period longer than 3
        consecutive months or more than 6 months in any consecutive 12-month period.
        The
        existence of a Disability shall be determined by the Board of Directors of
        the
        Company, based upon due consideration of the opinion of the Executive’s personal
        physician or physicians and of the opinion of any physician or physicians
        selected by the Board of Directors for these purposes. If the Executive’s
        personal physician disagrees with the physician retained by the Company,
        the
        Board of Directors will retain an impartial physician selected by the
        Executive’s personal physician and the Company’s physician and the opinion of
        the impartial physician shall be binding upon the Company and the Executive.
        The
        Executive shall submit to examination by any physician or physicians so selected
        by the Board of Directors, and shall otherwise cooperate with the Board of
        Directors in making the determination contemplated hereunder, such cooperation
        to include, without limitation, consenting to the release of information
        by any
        such physician(s) to the Board of Directors.

      


      (b) Cause.
        The
        Company may terminate the Executive’s employment during the Employment Period
        for Cause. For purposes of this Agreement, “Cause” shall mean:

      


      (i) the
        willful and continued failure of the Executive to perform substantially the
        Executive’s duties with the Company (other than any such failure resulting from
        incapacity due to physical or mental illness), after a written demand for
        substantial performance is delivered to the Executive by the Board or the
        Chief
        Executive Officer of the Company which specifically identifies the manner
        in
        which the Board or Chief Executive Officer believes that the Executive has
        not
        substantially performed the Executive’s duties, or

      


      (ii) the
        willful engaging by the Executive in illegal conduct or gross misconduct,
        which
        is materially and demonstrably injurious to the Company.

       

       

      
 

      
        
           

        

        
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      For
        purposes of this provision, no act or failure to act, on the part of the
        Executive, shall be considered “willful” unless it is done, or omitted to be
        done, by the Executive in bad faith or without reasonable belief that the
        Executive’s action or omission was in the best interests of the Company. Any
        act, or failure to act, based upon authority given pursuant to a resolution
        duly
        adopted by the Board or upon the instructions of the Chief Executive Officer
        or
        a senior officer of the Company or based upon the advice of counsel for the
        Company shall be conclusively presumed to be done, or omitted to be done,
        by the
        Executive in good faith and in the best interests of the Company. The cessation
        of employment of the Executive shall not be deemed to be for Cause unless
        and
        until there shall have been delivered to the Executive a copy of a resolution
        duly adopted by the affirmative vote of not less than three-quarters of the
        entire membership of the Board at a meeting of the Board called and held
        for
        such purpose (after reasonable notice is provided to the Executive and the
        Executive is given an opportunity, together with counsel, to be heard before
        the
        Board), finding that, in the good faith opinion of the Board, the Executive
        is
        guilty of the conduct described in subparagraph (i) or (ii) above, and
        specifying the particulars thereof in detail.

      


      (c) Good
        Reason; Window Period.
        The
        Executive’s employment may be terminated (i) during the Employment Period by the
        Executive for Good Reason or (ii) during the Window Period by Executive without
        any reason. For purposes of this Agreement, “Window Period” shall mean the
        30-day period immediately following the first anniversary of the Effective
        Date.
        For purposes of this Agreement, “Good Reason” shall mean:

      


      (i) the
        assignment to the Executive of any duties inconsistent in any respect with
        the
        Executive’s position (including status, offices, titles and reporting
        requirements), authority, duties or responsibilities as contemplated by Section
        4(a) of this Agreement, or any other action by the Company, which results
        in a
        diminution in such position, authority, duties or responsibilities, excluding
        for this purpose an isolated, insubstantial and inadvertent action not taken
        in
        bad faith and which is remedied by the Company promptly after receipt of
        notice
        thereof given by the Executive;

      


      (ii) any
        failure by the Company to comply with any of the provisions of Section 4(b)
        of
        this Agreement, other than an isolated, insubstantial and inadvertent failure
        not occurring in bad faith and which is remedied by the Company promptly
        after
        receipt of notice thereof given by the Executive;

      


      (iii) the
        Company’s requiring the Executive to be based at any office or location other
        than as provided in Section 4(a)(i)(B) hereof or the Company’s requiring the
        Executive to travel on Company business to a substantially greater extent
        than
        required immediately prior to the Effective Date;

       

       

      
 

      
        
           

        

        
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      (iv) any
        purported termination by the Company of the Executive’s employment otherwise
        than as expressly permitted by this Agreement; or

      


      (v) any
        failure by the Company to comply with and satisfy Section 11(c) of this
        Agreement.

      


      For
        purposes of this Section 5(c), any good faith determina-tion of “Good Reason”
made by the Executive shall be conclusive.

      


      Executive’s
        mental or physical incapacity following the occurrence of an event described
        in
        clauses (i) through (v) shall not affect Executive’s ability to terminate for
        Good Reason and Executive’s eligibility for retirement shall not be a basis to
        deny benefits payable to Executive under this Agreement following his
        resignation for Good Reason if Executive otherwise has Good Reason to
        resign.

      


      (d) Notice
        of Termination.
        Any
        termination by the Company for Cause, or by the Executive during the Window
        Period or for Good Reason, shall be communicated by Notice of Termination to
        the
        other party hereto given in accordance with Section 12(b) of this Agreement.
        For
        purposes of this Agreement, a “Notice of Termination” means a written notice
        which (i) indicates the specific termination provision in this Agreement
        relied
        upon, (ii) to the extent applicable, sets forth in reasonable detail the
        facts
        and circumstances claimed to provide a basis for termination of the Executive’s
        employment under the provision so indicated and (iii) if the Date of Termination
        (as defined below) is other than the date of receipt of such notice, specifies
        the termination date (which date shall be not more than thirty days after
        the
        giving of such notice). The failure by the Executive or the Company to set
        forth
        in the Notice of Termination any fact or circumstance which contributes to
        a
        showing of Good Reason or Cause shall not waive any right of the Executive
        or
        the Company, respectively, hereunder or preclude the Executive or the Company,
        respectively, from asserting such fact or circumstance in enforcing the
        Executive’s or the Company’s rights hereunder.

      


      (e) Date
        of Termination.
“Date
        of Termination” means (i) if the Executive’s employment is terminated by the
        Company for Cause, or by the Executive during the Window Period or for Good
        Reason, the date of receipt of the Notice of Termination or any later date
        specified therein, as the case may be, (ii) if the Executive’s employment is
        terminated by the Company other than for Cause or Disability, the Date of
        Termination shall be the date on which the Company notifies the Executive
        of
        such termination and (iii) if the Executive’s employment is terminated by reason
        of death or Disability, the Date of Termination shall be the date of death
        of
        the Executive or the Disability Effective Date, as the case may be.

      


      6. Obligations
        of the Company upon Termination.

      


      (a) During
        the Window Period.
        If,
        during the Employment Period, the Executive shall terminate employment without
        any reason during the Window Period:

      


      (i) the
        Company shall pay to the Executive in a lump sum in cash within 30 days after
        the Date of Termination, except as provided in Section 6(f) of this Agreement
        the aggregate of the following amounts:

       

       

      
 

      
        
           

        

        
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      (A) 
        the sum
        of (1) the Executive’s Annual Base Salary through the Date of Termination to the
        extent not theretofore paid and (2) the product of (x) the higher of (I)
        the
        Recent Annual Bonus and (II) the Annual Bonus paid or payable, including
        any
        bonus or portion thereof which has been earned but deferred (and annualized
        for
        any fiscal year consisting of less than twelve full months or during which
        the
        Executive was employed for less than 12 full months), for the most recently
        completed fiscal year during the Employment Period, if any (such higher amount
        being referred to as the “Highest Annual Bonus”) and (y) a fraction, the
        numerator of which is the number of days in the current fiscal year through
        the
        Date of Termination, and the denominator of which is 365, in each case to
        the
        extent not theretofore paid (the sum of the amounts described in clauses
        (1) and
        (2) shall be hereinafter referred to as the “Accrued Obligations”);
        and

      


      (B) the
        amount equal to the sum of (x) the Executive’s Annual Base Salary and (y) the
        Highest Annual Bonus; 

      


      (ii) for
        the
        period from Executive’s Date of Termination through December 31 of the second
        calendar year following the calendar year of Executive’s Date of Termination
        after the Executive’s Date of Termination, the Company shall continue benefits
        to the Executive and/or the Executive’s family at least equal to those which
        would have been provided to them in accordance with the plans, programs,
        practices and policies described in Section 4(b)(iv) of this Agreement if
        the
        Executive’s employment had not been terminated or, if more favorable to the
        Executive, as in effect generally at any time thereafter with respect to
        other
        peer executives of the Company and its affiliated companies and their families
        at a cost to the Executive no greater than the cost the Executive would have
        paid for such benefits if he had remained employed, provided, however, that
        if
        the Executive becomes reemployed with another employer and is eligible to
        receive medical or other welfare benefits under another employer provided
        plan,
        the medical and other welfare benefits described herein shall be secondary
        to
        those provided under such other plan during such applicable period of
        eligibility. For purposes of determining eligibility (but not the time of
        commencement of benefits) of the Executive for retiree benefits pursuant
        to such
        plans, practices, programs and policies, the Executive shall be considered
        to
        have remained employed until 3 years after the Date of Termination and to
        have
        retired on the last day of such period; and

      


      (iii) to
        the
        extent not theretofore paid or provided, the Company shall timely pay or
        provide
        to the Executive any other amounts or benefits required to be paid or provided
        or which the Executive is eligible to receive under any plan, program, policy
        or
        practice or contract or agreement of the Company and its affiliated companies
        (such other amounts and benefits shall be hereinafter referred to as the
“Other
        Benefits”).

       

       

      
 

      
        
           

        

        
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      (b) Good
        Reason; Other Than for Cause, Death or Disability.
        If,
        during the Employment Period, the Company shall terminate the Executive’s
        employment other than for Cause, Death or Disability or the Executive shall
        terminate employment for Good Reason:

      


      (i) the
        Company shall pay to the Executive in a lump sum in cash within 30 days after
        the Date of Termination, except as provided in Section 6(f) of this Agreement,
        the aggregate of the following amounts:

      


      (A) the
        Accrued Obligations; and

      


      (B) the
        amount equal to the product of (1) [two or three times, per attached
        Schedule],
        and
        (2)
        the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual
        Bonus; 

      


      (ii) for
        the
        period from Executive’s Date of Termination through December 31 of the second
        calendar year following the calendar year of Executive’s Date of Termination
        after the Executive’s Date of Termination, the Company shall continue benefits
        to the Executive and/or the Executive’s family at least equal to those which
        would have been provided to them in accordance with the plans, programs,
        practices and policies described in Section 4(b)(iv) of this Agreement if
        the
        Executive’s employment had not been terminated or, if more favorable to the
        Executive, as in effect generally at any time thereafter with respect to
        other
        peer executives of the Company and their families at a cost to the Executive
        no
        greater than the cost the Executive would have paid for such benefits if
        he had
        remained employed, provided, however, that if the Executive becomes reemployed
        with another employer and is eligible to receive medical or other welfare
        benefits under another employer provided plan, the medical and other welfare
        benefits described herein shall be secondary to those provided under such
        other
        plan during such applicable period of eligibility. For purposes of determining
        eligibility (but not the time of commencement of benefits) of the Executive
        for
        retiree benefits pursuant to such plans, practices, programs and policies,
        the
        Executive shall be considered to have remained employed until 3 years after
        the
        Date of Termination and to have retired on the last day of such
        period;

      


      (iii) the
        Company shall, at its sole expense as incurred, provide the Executive with
        outplacement services the scope and provider of which shall be selected by
        the
        Executive in his sole discretion; and

      


      (iv) to
        the
        extent not theretofore paid or provided, the Company shall timely pay or
        provide
        to the Executive any other amounts or benefits required to be paid or provided
        or which the Executive is eligible to receive under any plan, program, policy
        or
        practice or contract or agreement of the Company and its affiliated companies
        (such other amounts and benefits shall be hereinafter referred to as the
“Other
        Benefits”). 

      


      Executive’s
        resignation for Good Reason shall not provide a basis for denying Executive
        any
        retirement or other benefits if he otherwise qualifies for such
        benefits.

       

       

      
 

      
        
           

        

        
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            10

          
            

          

        

        
           

        

      

      (c) Death.
        If the
        Executive’s employment is terminated by reason of the Executive’s death during
        the Employment Period, this Agreement shall terminate without further
        obligations to the Executive’s legal representatives under this Agreement, other
        than for payment of Accrued Obligations and the timely payment or provision
        of
        Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or
        beneficiary, as applicable, in a lump sum in cash within 30 days of the Date
        of
        Termination. With respect to the provision of Other Benefits, the term Other
        Benefits as utilized in this Section 6(c) shall include, without limitation,
        and
        the Executive’s estate and/or beneficiaries shall be entitled to receive,
        benefits at least equal to the most favorable benefits provided by the Company
        to the estates and beneficiaries of peer executives of the Company under
        such
        plans, programs, practices and policies relating to death benefits, if any,
        as
        in effect with respect to other peer executives and their beneficiaries at
        any
        time during the 120-day period immediately preceding the Effective Date or,
        if
        more favorable to the Executive’s estate and/or the Executive’s beneficiaries,
        as in effect on the date of the Executive’s death with respect to other peer
        executives of the Company and their beneficiaries.

      


      (d) Disability.
        If the
        Executive’s employment is terminated by reason of the Executive’s Disability
        during the Employment Period, this Agreement shall terminate without further
        obligations to the Executive, other than for payment of Accrued Obligations
        and
        the timely payment or provision of Other Benefits. Accrued Obligations shall
        be
        paid to the Executive in a lump sum in cash within 30 days of the Date of
        Termination. With respect to the provision of Other Benefits, the term Other
        Benefits as utilized in this Section 6(d) shall include, and the Executive
        shall
        be entitled after the Disability Effective Date to receive, disability and
        other
        benefits at least equal to the most favorable of those generally provided
        by the
        Company to disabled executives and/or their families in accordance with such
        plans, programs, practices and policies relating to disability, if any, as
        in
        effect generally with respect to other peer executives and their families
        at any
        time during the 120-day period immediately preceding the Effective Date or,
        if
        more favorable to the Executive and/or the Executive’s family, as in effect at
        any time thereafter generally with respect to other peer executives of the
        Company and their families. Any disability benefits for purposes of Code
        Section
        409A shall be available only for the period from Executive’s Date of Termination
        through December 31 of the second calendar year following the calendar year
        of
        Executive’s Date of Termination. 

      


      (e) Cause;
        Other than for Good Reason.
        If the
        Executive’s employment shall be terminated for Cause during the Employment
        Period, this Agreement shall terminate without further obligations to the
        Executive other than the obligation to pay to the Executive (x) Executive’s
        Annual Base Salary through the Date of Termination, (y) the amount of any
        compensation previously deferred by the Executive, and (z) Other Benefits,
        in
        each case to the extent theretofore unpaid. If the Executive voluntarily
        terminates employment during the Employment Period, excluding a termination
        for
        Good Reason, this Agreement shall terminate without further obligations to
        the
        Executive, other than for Accrued Obligations and the timely payment or
        provision of Other Benefits. In such case, all Accrued Obligations shall
        be paid
        to the Executive in a lump sum in cash within 30 days of the Date of
        Termination.

       

       

      
 

      
        
           

        

        
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      (f) Application
        of Code Section 409A.
        

      


      (i) Notwithstanding
        any other provision in this Agreement, the Executive and the Company intend
        for
        this Agreement to comply with the provisions of Code Section 409A and any
        Treasury Regulations issued thereunder. Each provision and term of this
        Agreement should be interpreted accordingly. If any provision or term of
        this
        Agreement would be prohibited by or be inconsistent with Code Section 409A,
        then
        such provision shall be deemed to be conformed to comply with Code Section
        409A
        or, if such conformation is not possible, such provision shall be null and
        void
        to the extent, and only to the extent, required for this Agreement to be
        in
        compliance with Code Section 409A without effecting the remainder of this
        Agreement. 

      


      (ii) To
        the
        extent required by Code Section 409A, in the event the Executive is a “key
        employee” as provided in Code Section 409A(a)(2)(i) on the Date of Termination,
        any amounts payable hereunder shall be paid no earlier than the first business
        day after the six month anniversary of the Date of Termination. Whether the
        Executive is a key employee and whether an amount payable to the Executive
        hereunder is subject to Code Section 409A shall be determined by the Company.
        

      


      


      7. Non-exclusivity
        of Rights.
        Nothing
        in this Agreement shall prevent or limit the Executive’s continuing or future
        participation in any plan, program, policy or practice provided by the Company
        and for which the Executive may qualify, nor, subject to Section 12(f), shall
        anything herein limit or otherwise affect such rights as the Executive may
        have
        under any contract or agreement with the Company. Amounts which are vested
        benefits or which the Executive is otherwise entitled to receive under any
        plan,
        policy, practice or program of or any contract or agreement with the Company
        at
        or subsequent to the Date of Termination shall be payable in accordance with
        such plan, policy, practice or program or contract or agreement except as
        explicitly modified by this Agreement.

      


      8. Full
        Settlement.
        The
        Company’s obligation to make the payments provided for in this Agreement and
        otherwise to perform its obligations hereunder shall not be affected by any
        set-off, counterclaim, recoupment, defense or other claim, right or action
        which
        the Company may have against the Executive or others. In no event shall the
        Executive be obligated to seek other employment or take any other action
        by way
        of mitigation of the amounts payable to the Executive under any of the
        provisions of this Agreement and such amounts shall not be reduced whether
        or
        not the Executive obtains other employment. The Company agrees to pay as
        incurred, to the full extent permitted by law, all legal fees and expenses
        which
        the Executive may reasonably incur as a result of any contest (regardless
        of the
        outcome thereof) by the Company, the Executive or others of the validity
        or
        enforceability of, or liability under, any provision of this Agreement or
        any
        guarantee of performance thereof (including as a result of any contest by
        the
        Executive about the amount of any payment pursuant to this Agreement), plus
        in
        each case interest on any delayed payment at the applicable Federal rate
        provided for in Code Section 7872(f)(2)(A). 

       

       

      
 

      
        
           

        

        
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            12

          
            

          

        

        
           

        

      

      9. Certain
        Additional Payments by the Company.

      


      (a) Anything
        in this Agreement to the contrary notwithstanding and except as set forth
        below,
        in the event it shall be determined that any payment or distribution by the
        Company to or for the benefit of the Executive (whether paid or payable or
        distributed or distributable pursuant to the terms of this Agreement or
        otherwise, but determined without regard to any additional payments required
        under this Section 9) (a “Payment”) would be subject to the excise tax imposed
        by Code Section 4999 or any interest or penalties are incurred by the Executive
        with respect to such excise tax (such excise tax, together with any such
        interest and penalties, are hereinafter collectively referred to as the “Excise
        Tax”), then the Executive shall be entitled to receive an additional payment
        (a
“Gross-Up Payment”) in an amount such that after payment by the Executive of all
        taxes (including any interest or penalties imposed with respect to such taxes),
        including, without limitation, any income taxes (and any interest and penalties
        imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
        the Executive retains an amount of the Gross-Up Payment equal to the Excise
        Tax
        imposed upon the Payments. Notwithstanding the foregoing provisions of this
        Section 9(a), if it shall be determined that the Executive is entitled to
        a
        Gross-Up Payment, but that the Payments do not exceed 110% of the greatest
        amount that could be paid to the Executive such that the receipt of Payments
        would not give rise to any Excise Tax (the “Reduced Amount”), then no Gross-Up
        Payment shall be made to the Executive and the Payments, in the aggregate,
        shall
        be reduced to the Reduced Amount.

      


      (b) Subject
        to the provisions of Section 9(c), all determinations required to be made
        under
        this Section 9, including whether and when a Gross-Up Payment is required
        and
        the amount of such Gross-Up Payment and the assumptions to be utilized in
        arriving at such determination, shall be made by a nationally recognized
        certified public accounting firm as may be designated by the Executive (the
        “Accounting Firm”) which shall provide detailed supporting calculations both to
        the Company and the Executive within 15 business days of the receipt of notice
        from the Executive that there has been a Payment, or such earlier time as
        is
        requested by the Company. In the event that the Accounting Firm is serving
        as
        accountant or auditor for the individual, entity or group effecting the Change
        of Control, the Executive shall appoint another nationally recognized accounting
        firm to make the determinations required hereunder (which accounting firm
        shall
        then be referred to as the Accounting Firm hereunder). All fees and expenses
        of
        the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
        as determined pursuant to this Section 9, shall be paid by the Company to
        the
        Executive within 5 days of the receipt of the Accounting Firm’s determination.
        Any determination by the Accounting Firm shall be binding upon the Company
        and
        the Executive. As a result of the uncertainty in the application of Code
        Section
        4999 at the time of the initial determination by the Accounting Firm hereunder,
        it is possible that Gross-Up Payments which will not have been made by the
        Company should have been made (“Underpayment”), consistent with the calculations
        required to be made hereunder. In the event that the Company exhausts its
        remedies pursuant to Section 9(c) and the Executive thereafter is required
        to
        make a payment of any Excise Tax, the Accounting Firm shall determine the
        amount
        of the Underpayment that has occurred and any such Underpayment shall be
        promptly paid by the Company to or for the benefit of the
        Executive.

       

       

      
 

      
        
           

        

        
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            13

          
            

          

        

        
           

        

      

      (c) The
        Executive shall notify the Company in writing of any claim by the Internal
        Revenue Service that, if successful, would require the payment by the Company
        of
        the Gross-Up Payment. Such notification shall be given as soon as practicable
        but no later than 10 business days after the Executive is informed in writing
        of
        such claim and shall apprise the Company of the nature of such claim and
        the
        date on which such claim is requested to be paid. The Executive shall not
        pay
        such claim prior to the expiration of the 30-day period following the date
        on
        which it gives such notice to the Company (or such shorter period ending
        on the
        date that any payment of taxes with respect to such claim is due). If the
        Company notifies the Executive in writing prior to the expiration of such
        period
        that it desires to contest such claim, the Executive shall:

      


      (i) give
        the
        Company any information reasonably requested by the Company relating to such
        claim,

      


      (ii) take
        such
        action in connection with contesting such claim as the Company shall reasonably
        request in writing from time to time, including, without limitation, accepting
        legal representation with respect to such claim by an attorney reasonably
        selected by the Company,

      


      (iii) cooperate
        with the Company in good faith in order effectively to contest such claim,
        and

      


      (iv) permit
        the Company to participate in any pro-ceedings relating to such claim; provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including additional interest and penalties) incurred in connection with
        such
        contest and shall indemnify and hold the Executive harmless, on an after-tax
        basis, for any Excise Tax or income tax (including interest and penalties
        with
        respect thereto) imposed as a result of such representation and payment of
        costs
        and expenses. Without limitation on the foregoing provisions of this Section
        9(c), the Company shall control all proceedings taken in connection with
        such
        contest and, at its sole option, may pursue or forgo any and all administrative
        appeals, proceedings, hearings and conferences with the taxing authority
        in
        respect of such claim and may, at its sole option, either direct the Executive
        to pay the tax claimed and sue for a refund or contest the claim in any
        permissible manner, and the Executive agrees to prosecute such contest to
        a
        determination before any administrative tribunal, in a court of initial
        jurisdiction and in one or more appellate courts, as the Company shall
        determine; provided, however, that any extension of the statute of limitations
        relating to payment of taxes for the taxable year of the Executive with respect
        to which such contested amount is claimed to be due is limited solely to
        such
        contested amount. Furthermore, the Company’s control of the contest shall be
        limited to issues with respect to which a Gross-Up Payment would be payable
        hereunder and the Executive shall be entitled to settle or contest, as the
        case
        may be, any other issue raised by the Internal Revenue Service or any other
        taxing authority.

      


      (d) If,
        after
        the receipt by Executive of a Gross-up Payment, Executive becomes entitled
        to
        receive any refund with respect to the Excess Tax to which such Gross-up
        Payment
        relates, Executive shall promptly pay to the Company the amount of such refund
        (together with any interest paid or credited thereon after taxes applicable
        thereto).

       

       

      
 

      
        
           

        

        
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            14

          
            

          

        

        
           

        

      

      10. Restrictive
        Covenants.

      


      (a) Confidential
        Information.
        The
        Executive shall hold in a fiduciary capacity for the benefit of the Company
        all
        secret or confidential information, knowledge or data relating to the Company,
        and their respective businesses, which shall have been obtained by the Executive
        during the Executive’s employment by the Company and which shall not be or
        become public knowledge (other than by acts by the Executive or representatives
        of the Executive in violation of this Agreement). After termination of the
        Executive’s employment with the Company, the Executive shall not, without the
        prior written consent of the Company or as may otherwise be required by law
        or
        legal process, communicate or divulge any such information, knowledge or
        data to
        anyone other than the Company and those designated by it.

      


      (b) Nonraiding
        of Employees.
        The
        Executive covenants that during Executive’s employment hereunder and for a
        period of 2 years immediately following the date of termination of Executive’s
        employment, but only if said termination is voluntary or for Cause, Executive
        will not solicit, induce or encourage for the purposes of employing or offering
        employment to any individuals who, as of the date of termination of the
        Executive’s employment, are employees of the Company, nor will Executive
        directly or indirectly solicit, induce or encourage any of the Company’s
        employees to seek employment with any other business, whether or not the
        Executive is then affiliated with such business.

      


      In
        no
        event shall an asserted violation of the provisions of this Section 10
        constitute a basis for deferring or withholding any amounts otherwise payable
        to
        the Executive under this Agreement.

      


      11. Successors.
        

      


      (a)
         This
        Agreement is personal to the Executive and without the prior written consent
        of
        the Company shall not be assignable by the Executive otherwise than by will
        or
        the laws of descent and distribution. This Agreement shall inure to the benefit
        of and be enforceable by the Executive’s legal representatives.

      


      (b) This
        Agreement shall inure to the benefit of and be binding upon the Company and
        its
        successors and assigns.

      


      (c) The
        Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the business
        and/or assets of the Company to assume expressly and agree to perform this
        Agreement in the same manner and to the same extent that the Company would
        be
        required to perform it if no such succession had taken place. 

       

       

      
 

      
        
           

        

        
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      12. Miscellaneous.
        

      


      (a) This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        Commonwealth of Virginia without reference to principles of conflict of laws.
        The captions of this Agreement are not part of the provisions hereof and
        shall
        have no force or effect. This Agreement may not be amended or modified otherwise
        than by a written agreement executed by the parties hereto or their respective
        successors and legal representatives.

      


      (b) All
        notices and other communications hereunder shall be in writing and shall
        be
        given by hand delivery to the other party or by registered or certified mail,
        return receipt requested, postage prepaid, addressed, if to the Executive,
        to
        the Executive’s address, or record with the Company and, if to the Company, to
        LandAmerica Financial Group, Inc., 5600 Cox Road, Glen Allen, Virginia 23060
        Attention: Chief Executive Officer, or to such other address as either party
        shall have furnished to the other in writing in accordance herewith. Notice
        and
        communications shall be effective when actually received by the
        addressee.

      


      (c) The
        invalidity or unenforceability of any pro-vision of this Agreement shall
        not
        affect the validity or enforceability of any other provision of this
        Agreement.

      


      (d) The
        Company may withhold from any amounts payable under this Agreement such federal,
        state, local or foreign taxes as shall be required to be withheld pursuant
        to
        any applicable law or regulation.

      


      (e) The
        Executive’s or the Company’s failure to insist upon strict compliance with any
        provision of this Agreement or the failure to assert any right the Executive
        or
        the Company may have hereunder, including, without limitation, the right
        of the
        Executive to terminate employment for Good Reason pursuant to Sections
        5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such
        provision or right or any other provision or right of this
        Agreement.

      


      (f) The
        Executive and the Company acknowledge that, except as may otherwise be provided
        under any other written agreement between the Executive and the Company,
        the
        employment of the Executive by the Company is “at will” and, subject to Section
        1(a) hereof, prior to the Effective Date, the Executive’s employment and/or this
        Agreement may be terminated by either the Executive or the Company at any
        time
        prior to the Effective Date, in which case the Executive shall have no further
        rights under this Agreement. From and after the Effective Date, this Agreement
        shall become effective, and shall replace and supersede any existing Employment
        Agreement between the Company and the Executive, to the extent its terms
        are
        more advantageous to the Executive, except that any covenants contained in
        any
        prior agreement between Executive and the Company restricting Executive’s
        ability to compete with or to solicit the employees, clients or customers
        of the
        Company, or to use or disclose any Confidential Information (as that term
        is
        defined in any such agreement), shall remain in full force and
        effect.

       

       

      
 

      
        
           

        

        
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      (g) The
        Executive hereby acknowledges and agrees that this Agreement is intended
        to
        replace and supersede the Change of Control Employment Agreement between
        Executive and the Company dated _______________, _____ and that such former
        agreement is terminated as of the date hereof.

      


      IN
        WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
        pursuant to the authorization from its Board of Directors, the Company has
        caused these presents to be executed in its name on its behalf, all as of
        the
        day and year first above written.

      


      


      LANDAMERICA
        FINANCIAL GROUP, INC.

      


      


      By: _____________________________________

      Theodore
        L. Chandler, Jr., President and

      Chief
        Executive Officer

      


      


      __________________________________________

      [Name
        of
        Executive]

      



      
        
           

        

        
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      Schedule
        to Change of Control Employment Agreements

      


      Applicable
        Multiples

      


      
        	
                Executive
                  Officer 

              	
                Applicable
                  Multiple

              
	
                Theodore
                  L. Chandler, Jr.

                Principal
                  Executive Officer

              	
                3

              
	
                G.
                  William Evans

                Principal
                  Financial Officer

              	
                3

              
	
                Kenneth
                  Astheimer

                Named
                  Executive Officer

              	
                2

              
	
                Melissa
                  Hill

                Named
                  Executive Officer

              	
                2

              
	
                Jeffrey
                  C. Selby

                Named
                  Executive Officer

              	
                2

              


      

      


      
        
           

        

        
          Page
            18