Change of Control Employment Agreement Amendment


    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

    


    
      
         

      

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

    


    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:

    


    
      
         

      

      
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    (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 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.

    


    
      
         

      

      
        Page
          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.

    


    
      
         

      

      
        Page
          11

        
          

        

      

      
         

      

    

    (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). 

    


    
      
         

      

      
        Page
          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.

    


    
      
         

      

      
        Page
          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).

    


    
      
         

      

      
        Page
          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. 

    


    
      
         

      

      
        Page
          15

        
          

        

      

      
         

      

    

    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.

    


    
      
         

      

      
        Page
          16

        
          

        

      

      
         

      

    

    (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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          17

        
          

        

      

      
         

      

    


    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

            	
              3

            
	
              Melissa
                Hill

              Named
                Executive Officer

            	
              3

            
	
              Jeffrey
                C. Selby

              Named
                Executive Officer

            	
              3

            


    

    


    
      
         

      

      
        Page
          18