exhibit 4.1 Amended and Restated Articles of Incorporation


    Exhibit
      4.1

    


    


    AMENDED
      AND RESTATED

    ARTICLES
      OF INCORPORATION

    OF

    LANDAMERICA
      FINANCIAL GROUP, INC.

    


    FIRST:
      The name of the Corporation is LandAmerica Financial Group, Inc.

    


    SECOND:
      The purpose of the Corporation shall be to engage in any lawful act or activity
      for which corporations may be organized under the Virginia Stock Corporation
      Act.

    


    THIRD:
      The total number of shares of all classes of capital stock which the Corporation
      shall have authority to issue is 50,000,000, of which 5,000,000 shares shall
      be
      Preferred Stock, without par value (the “Preferred Stock”), and 45,000,000
      shares shall be Common Stock, without par value (the “Common
      Stock”).

    


    A. Preferred
      Stock. In addition to a series of Preferred Stock designated as “Series A Junior
      Participating Preferred Stock,” the terms of which are set forth below, the
      Board of Directors is expressly authorized to provide for the issue of all
      or
      any shares of the Preferred Stock, in one or more series, and to fix for each
      such series such voting powers, full or limited, or no voting powers, and such
      designations, preferences and relative, participating, optional or other special
      rights and such qualifications, limitations or restrictions thereof, as shall
      be
      stated and expressed in the resolution or resolutions adopted by the Board
      of
      Directors providing for the issue of such series (a “Preferred Stock
      Designation”) and as may be permitted by the Virginia Stock Corporation Act. The
      number of authorized shares of Preferred Stock may be increased or decreased
      (but not below the number of shares thereof then outstanding) by the affirmative
      vote of the holders of a majority of the voting power of all of the then
      outstanding shares of the capital stock of the Corporation entitled to vote
      generally in the election of directors (the “Voting Stock”), voting together as
      a single class, without a separate vote of the holders of the Preferred Stock,
      or any series thereof unless a vote of any such holders is required pursuant
      to
      any Preferred Stock Designation.

    


    Series
      A
      Junior Participating Preferred Stock:

    


    SECTION
      1. Designation and Amount. The shares of this series of Preferred Stock shall
      be
      designated as “Series A Junior Participating Preferred Stock” (the “Series A
      Preferred Stock”) and the number of shares constituting the Series A Preferred
      Stock shall be 200,000. Such number of shares may be increased or decreased
      by
      resolution of the Board of Directors, provided, that no decrease shall reduce
      the number of shares of Series A Preferred Stock to a number less than the
      number of shares then outstanding plus the number of shares reserved for
      issuance upon the exercise of outstanding options, rights or warrants to
      acquire, or upon the conversion of any outstanding securities issued by the
      Corporation convertible into, Series A Preferred Stock.

    


    SECTION
      2. Dividends and Distributions.

    


    (A) Subject
      to the rights of the holders of any shares of any series of Preferred Stock
      (or
      any similar stock) ranking prior and superior to the Series A Preferred Stock
      with respect to dividends, the holders of shares of Series A Preferred Stock,
      in
      preference to the holders of the Common Stock and of any other junior stock,
      shall be entitled to receive, when, as and if declared by the Board of Directors
      out of funds legally available for the purpose, quarterly dividends payable
      in
      cash on the second Monday of March, June, September and December in each year
      (each such date being referred to herein as a “Quarterly Dividend Payment
      Date”), commencing on the first Quarterly Dividend Payment Date after the first
      issuance of a share or fraction of a share of Series A Preferred Stock, in
      an
      amount per share (rounded to the nearest cent) equal to the greater of (a)
      $1 or
      (b) subject to the provision for adjustment hereinafter set forth, 100 times
      the
      aggregate per share amount of all cash dividends, and 100 times the aggregate
      per share amount (payable in kind) of all non-cash dividends or other
      distributions, other than a dividend payable in shares of Common Stock or a
      subdivision of the outstanding shares of Common Stock (by reclassification
      or
      otherwise), declared on the Common Stock since the immediately preceding
      Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
      Payment Date, since the first issuance of any share or fraction of a share
      of
      Series A Preferred Stock. In the event the Corporation shall at any time declare
      or pay any dividend on the Common Stock payable in shares of Common Stock,
      or
      effect a subdivision or combination or consolidation of the outstanding shares
      of Common Stock (by reclassification or otherwise than by payment of a dividend
      in shares of Common Stock) into a greater or lesser number of shares of Common
      Stock, then in each such case the amount to which holders of shares of Series
      A
      Preferred Stock were entitled immediately prior to such event under clause
      (b)
      of the preceding sentence shall be adjusted by multiplying such amount by a
      fraction, the numerator of which is the number of shares of Common Stock
      outstanding immediately after such event and the denominator of which is the
      number of shares of Common Stock that were outstanding immediately prior to
      such
      event.

    


    (B) The
      Corporation shall declare a dividend or distribution on the Series A Preferred
      Stock as provided in paragraph (A) of this Section immediately after it declares
      a dividend or distribution on the Common Stock (other than a dividend payable
      in
      shares of Common Stock); provided that, in the event no dividend or distribution
      shall have been declared on the Common Stock during the period between any
      Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
      Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall
      nevertheless be payable on such subsequent Quarterly Dividend Payment
      Date.

    


    (C) Dividends
      shall begin to accrue and be cumulative on outstanding shares of Series A
      Preferred Stock from the Quarterly Dividend Payment Date next preceding the
      date
      of issue of such shares, unless the date of issue of such shares is prior to
      the
      record date for the first Quarterly Dividend Payment Date, in which case
      dividends on such shares shall begin to accrue from the date of issue of such
      shares, or unless the date of issue is a Quarterly Dividend Payment Date or
      is a
      date after the record date for the determination of holders of shares of Series
      A Preferred Stock entitled to receive a quarterly dividend and before such
      Quarterly Dividend Payment Date, in either of which events such dividends shall
      begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
      Accrued but unpaid dividends shall not bear interest. Dividends paid on the
      shares of Series A Preferred Stock in an amount less than the total amount
      of
      such dividends at the time accrued and payable on such shares shall be allocated
      pro rata on a share-by-share basis among all such shares at the time
      outstanding. The Board of Directors may fix a record date for the determination
      of holders of shares of Series A Preferred Stock entitled to receive payment
      of
      a dividend or distribution declared thereon, which record date shall be not
      more
      than 60 days prior to the date fixed for the payment thereof.

    


    SECTION
      3. Voting
      Rights. The holders of shares of Series A Preferred Stock shall have the
      following voting rights:

    


    (A) Subject
      to the provision for adjustment hereinafter set forth, each share of Series
      A
      Preferred Stock shall entitle the holder thereof to 100 votes on all matters
      submitted to a vote of the shareholders of the Corporation. In the event the
      Corporation shall at any time declare or pay any dividend on the Common Stock
      payable in shares of Common Stock, or effect a subdivision or combination or
      consolidation of the outstanding shares of Common Stock (by reclassification
      or
      otherwise than by payment of a dividend in shares of Common Stock) into a
      greater or lesser number of shares of Common Stock, then in each such case
      the
      number of votes per share to which holders of shares of Series A Preferred
      Stock
      were entitled immediately prior to such event shall be adjusted by multiplying
      such number by a fraction, the numerator of which is the number of shares of
      Common Stock outstanding immediately after such event and the denominator of
      which is the number of shares of Common Stock that were outstanding immediately,
      prior to such event.

    


    (B) Except
      as
      otherwise provided herein, in any Preferred Stock Designation, or by law, the
      holders of shares of Series A Preferred Stock and the holders of shares of
      Common Stock and any other capital stock of the Corporation entitled to vote
      generally in the election of directors shall vote together as one class on
      all
      matters submitted to a vote of shareholders of the Corporation. 

    


    (C) Except
      as
      otherwise provided herein or as otherwise provided by law, holders of Series
      A
      Preferred Stock shall have no special voting rights and their consent shall
      not
      be required (except to the extent they are entitled to vote with holders of
      Common Stock as set forth herein) for taking any corporate action.

    


    SECTION
      4. Certain
      Restrictions.

    


    (A) Whenever
      quarterly dividends or other dividends or distributions payable on the Series
      A
      Preferred Stock as provided in Section 2 are in arrears, thereafter and until
      all accrued and unpaid dividends and distributions, whether or not declared,
      on
      shares of Series A Preferred Stock outstanding shall have been paid in full,
      the
      Corporation shall not:

    


    (i) declare
      or pay dividends, or make any other distributions, on any shares of stock
      ranking junior (either to dividends or upon liquidation, dissolution or winding
      up) to the Series A Preferred Stock;

    


    (ii) declare
      or pay dividends, or make any other distributions, on any shares of stock
      ranking on a parity (either as to dividends or upon liquidation, dissolution
      or
      winding up) with the Series A Preferred Stock, except dividends paid ratably
      on
      the Series A Preferred Stock and all such parity stock on which dividends are
      payable or in arrears in proportion to the total amounts to which the holders
      of
      all such shares are then entitled;

    


    (iii) redeem
      or
      purchase or otherwise acquire for consideration shares of any stock ranking
      junior (either as to dividends or upon liquidation, dissolution or winding
      up)
      to the Series A Preferred Stock, provided that the Corporation may at any time
      redeem, purchase or otherwise acquire shares of any such junior stock in
      exchange for shares of any stock of the Corporation ranking junior (either
      as to
      dividends or upon dissolution, liquidation or winding up) to the Series A
      Preferred Stock; or

    


    (iv) redeem
      or
      purchase or otherwise acquire for consideration any shares of Series A Preferred
      Stock, or any shares of stock ranking on a parity with the Series A Preferred
      Stock, except in accordance with a purchase offer made in writing or by
      publication (as determined by the Board of Directors) to all holders of such
      shares upon such terms as the Board of Directors, after consideration of the
      respective annual dividend rates and other relative rights and preferences
      of
      the respective series and classes, shall determine in good faith will result
      in
      fair and equitable treatment among the respective series or
      classes.

    


    (B) The
      Corporation shall not permit any subsidiary of the Corporation to purchase
      or
      otherwise acquire for consideration any shares of stock of the Corporation
      unless the Corporation could, under subparagraph (A) of this Section 4, purchase
      or otherwise acquire such shares at such time and in such manner.

    


    SECTION
      5. Reacquired
      Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired
      by the Corporation in any manner whatsoever shall be retired and cancelled
      promptly after the acquisition thereof. All such shares shall upon their
      cancellation become authorized but unissued shares of Preferred Stock and may
      be
      reissued as part of a new series of Preferred Stock subject to the conditions
      and restrictions on issuance set forth herein or in any Preferred Stock
      Designation or as otherwise required by law.

    


    SECTION
      6. Liquidation,
      Dissolution or Winding Up. Upon any liquidation, dissolution or winding up
      of
      the Corporation, no distribution shall be made (1) to the holders of shares
      of
      stock ranking junior (either as to dividends or upon liquidation, dissolution
      or
      winding up) to the Series A Preferred Stock unless, prior thereto, the holders
      of shares of Series A Preferred Stock shall have received $100 per share, plus
      an amount equal to accrued and unpaid dividends and distributions thereon,
      whether or not declared, to the date of such payment, provided that the holders
      of shares of Series A Preferred stock shall be entitled to receive an aggregate
      amount per share, subject to the provision for adjustment hereinafter set forth,
      equal to 100 times the aggregate amount to be distributed per share to holders
      of shares of Common Stock, or (2) to the holders of shares of stock ranking
      on a
      parity (either as to dividends or upon liquidation, dissolution or winding
      up)
      with the Series A Preferred Stock, except distributions made ratably on the
      Series A Preferred Stock and all such parity stock in proportion to the total
      amounts to which the holders of all such shares are entitled upon such
      liquidation, dissolution or winding up. In the event the Corporation shall
      at
      any time declare or pay any dividend on the Common Stock payable in shares
      of
      Common Stock, or effect a subdivision or combination or consolidation of the
      outstanding shares of Common Stock (by reclassification or otherwise than by
      payment of a dividend in shares of Common Stock) into a greater or lesser number
      of shares of Common Stock, then in each such case the aggregate amount to which
      holders of shares of Series A Preferred Stock were entitled immediately prior
      to
      such event under the proviso in clause (1) of the preceding sentence shall
      be
      adjusted by multiplying such amount by a fraction the numerator of which is
      the
      number of shares of Common Stock outstanding immediately after such event and
      the denominator of which is the number of shares of Common Stock that were
      outstanding immediately to such event.

    


    SECTION
      7. Consolidation,
      Merger, etc. In case the Corporation shall enter into any consolidation, merger,
      combination or other transaction in which the shares of Common Stock are
      exchanged for or changed into other stock or securities, cash and/or any other
      property, then in any such case each share of Series A Preferred Stock shall
      at
      the same time be similarly exchanged or changed into an amount per share,
      subject to the provision for adjustment hereinafter set forth, equal to 100
      times the aggregate amount of stock, securities, cash and/or any other property
      (payable in kind), as the case may be, into which or for which each share of
      Common Stock is changed or exchanged. In the event the Corporation shall at
      any
      time declare or pay any dividend on the Common Stock payable in shares of Common
      Stock, or effect a subdivision or combination or consolidation of the
      outstanding shares of Common Stock (by reclassification or otherwise than by
      payment of a dividend in shares of Common Stock) into a greater or lesser number
      of shares of Common Stock, then in each such case the amount set forth in the
      preceding sentence with respect to the exchange or change of shares of Series
      A
      Preferred Stock shall be adjusted by multiplying such amount by a fraction,
      the
      numerator of which is the number of shares of Common Stock outstanding
      immediately after such event and the denominator of which is the number of
      shares of Common Stock that were outstanding immediately prior to such
      event.

    


    SECTION
      8. No
      Redemption. The shares of Series A Preferred Stock shall not be
      redeemable.

    


    SECTION
      9. Rank.
      The
      Series A Preferred Stock shall rank, with respect to the payment of dividends
      and the distribution of assets, junior to all other series of the Preferred
      Stock.

    


    SECTION
      10. Amendment.
      The Articles of Incorporation of the Corporation shall not be amended in any
      manner which would materially alter or change the powers, preferences or special
      rights of the Series A Preferred Stock so as to affect them adversely without
      the affirmative vote of the holders of at least two-thirds of the outstanding
      shares of Series A Preferred Stock.

    


    B. Common
      Stock. Except as otherwise required by law or as otherwise provided in these
      Articles of Incorporation or in any Preferred Stock Designation, the holders
      of
      the Common Stock shall exclusively possess all voting power and each share
      of
      Common Stock shall have one vote.

    


    C. No
      Preemptive Rights. No holder of shares of the Corporation of any class, now
      or
      hereafter authorized, shall as such holder have any preemptive right to
      subscribe to, purchase, or receive any shares of the Corporation of any class,
      now or hereafter authorized, or any rights or options to subscribe to or
      purchase any such shares or other securities convertible into or exchangeable
      for or carrying rights or options to purchase shares of any class or other
      securities, which may at any time be issued, sold, or offered for sale by the
      Corporation or subjected to rights or options to purchase granted by the
      Corporation.

    


    FOURTH: A.
      Number, election and terms of directors; Board action. The business and affairs
      of the Corporation shall be managed by or under the direction of a Board of
      Directors. Subject to the rights of the holders of any series of Preferred
      Stock
      to elect directors under specified circumstances, the number of directors shall
      be fixed from time to time exclusively by the Board of Directors pursuant to
      a
      resolution adopted by a majority of the total number of directors which the
      Corporation would have if there were no vacancies (the “Whole Board”).
      Commencing with the first shareholders’ meeting at which directors are elected,
      the directors, other than those who may be elected by the holders of any series
      of Preferred Stock under specified circumstances, shall be divided, with respect
      to the time for which they severally hold office, into three classes, as nearly
      equal in number as reasonably possible. The term of office of the first class
      of
      directors shall expire at the first annual meeting of shareholders after the
      initial election dividing directors into such classes, the term of office of
      the
      second class of directors shall expire at the second annual meeting of
      shareholders after such election and the term of office of the third class
      of
      directors shall expire at the third annual meeting of shareholders after such
      election, with each director to hold office until his or her successor shall
      have been duly elected and qualified. At each annual meeting of shareholders
      (i)
      directors elected to succeed those directors whose terms then expire shall
      be
      elected for a term of office to expire at the third succeeding annual meeting
      of
      shareholders after their election, with each director to hold office until
      his
      or her successor shall have been duly elected and qualified, and (ii) if
      authorized by a resolution of the Board of Directors, directors may be elected
      to fill any vacancy on the Board of Directors, regardless of how such vacancy
      shall have been created.

    


    B.
      Shareholder nomination of director candidates and introduction of business.
      Advance notice of shareholder nominations for the election of directors and
      of
      business to be brought by shareholders before any meeting of the shareholders
      of
      the Corporation shall be given in the manner provided in the Bylaws of the
      Corporation.

    


    C. Newly
      created directorships and vacancies. Subject to applicable law and to the rights
      of the holders of any series of Preferred Stock with respect to such series
      of
      Preferred Stock, and unless the Board of Directors otherwise determines, newly
      created directorships resulting from any increase in the authorized number
      of
      directors or any vacancies on the Board of Directors resulting from death,
      resignation, retirement, disqualification, removal from office or other cause
      shall be filled only by a majority vote of the directors then in office, though
      less than a quorum, and directors so chosen shall hold office until the next
      meeting of shareholders at which directors are elected and until such director’s
      successor shall have been duly elected and qualified. No decrease in the number
      of authorized directors constituting the entire Board of Directors shall shorten
      the term of any incumbent director.

    


    D. Removal.
      Subject to the rights of the holders of any series of Preferred Stock with
      respect to such series of Preferred Stock, any director, or the entire Board
      of
      Directors, may be removed from office at any time, but only for cause and only
      by the affirmative vote of the holders of at least 80 percent of the voting
      power of all of the then outstanding shares of the Voting Stock, voting together
      as a single class.

    


    FIFTH:
      In
      furtherance and not in limitation of the powers conferred by law, the Board
      of
      Directors is expressly authorized to make, alter, amend and repeal the Bylaws
      of
      the Corporation, subject to the power of the holders of the capital stock of
      the
      Corporation to alter, amend or repeal the Bylaws; provided, however, that,
      with
      respect to the powers of holders of capital stock to alter, amend and repeal
      Bylaws of the Corporation, notwithstanding any other provision of these Articles
      of Incorporation or any provision of law which might otherwise permit a lesser
      vote or no vote, but in addition to any affirmative vote of the holders of
      any
      particular class or series of the capital stock of the Corporation required
      by
      law, these Articles of Incorporation or any Preferred Stock Designation, the
      affirmative vote of the holders of at least 80 percent of the voting power
      of
      all of the then-outstanding shares of the Voting Stock, voting together as
      a
      single class, shall be required to (i) alter, amend or repeal any provision
      of
      the Bylaws, or (ii) alter, amend or repeal any provision of this Article
      FIFTH.

    


    SIXTH:
      Subject to the rights of the holders of any series of Preferred Stock with
      respect to such series of Preferred Stock, special meetings of shareholders
      of
      the Corporation may be called only by the Chairman of the Board or by the Board
      of Directors pursuant to a resolution adopted by a majority of the Whole Board.
      Notwithstanding any other provisions of these Articles of Incorporation or
      any
      provision of law which might otherwise permit a lesser vote or no vote, but
      in
      addition to any affirmative vote of the holders of any particular class or
      series of the capital stock of the Corporation required by law, these Articles
      of Incorporation or any Preferred Stock Designation, the affirmative vote of
      the
      holders of at least 80 percent of the voting power of all of the
      then-outstanding shares of the Voting Stock, voting together as a single class,
      shall be required to alter, amend or repeal this Article SIXTH.

    


    SEVENTH:
      In the event that the holders of the Common Stock of the Corporation are
      entitled to vote on (i) a merger or consolidation with any Person (as
      hereinafter defined) or on a proposal that the Corporation sell, lease or
      exchange substantially all of its assets and property to or with any Person
      or
      that any Person sell, lease or exchange substantially all of its assets and
      property to or with the Corporation, and such Person is the Beneficial Owner
      (as
      hereinafter defined) of Common Stock representing ten percent (10%) or more
      of
      the voting power of the Voting Stock of the Corporation (an “Interested
      Shareholder”) at the record date for determining shareholders entitled to vote
      or (ii) any reclassification of securities, recapitalization, share exchange
      or
      other transaction (except redemptions permitted by the terms of the security
      redeemed or repurchases of the securities for cancellation or the Corporation’s
      treasury) designed to decrease the number of holders of the Corporation’s Common
      Stock remaining after any Person has become an Interested Shareholder, the
      affirmative vote of the holders of at least eighty percent (80%) of the Voting
      Stock of the Corporation, voting as a single class, shall be required for the
      approval of any such action, in addition to any other approval that may be
      required by law or these Articles of Incorporation; provided, however, that
      the
      foregoing shall not apply to any such merger, consolidation, sale, lease or
      exchange of assets and property or such reclassification, recapitalization,
      share exchange or other transaction which was approved by resolutions of the
      Board of Directors of the Corporation prior to the time that any Person becomes
      an Interested Shareholder or, in the case of any merger, consolidation, sale,
      lease or exchange involving a particular Interested Shareholder, prior to the
      time such Interested Shareholder became an Interested Shareholder.

    


    For
      the
      purposes hereof, a “Person” shall mean any corporation, partnership,
      association, trust (other than any trust holding stock of the employees of
      the
      Corporation pursuant to any stock purchase, ownership or employee benefit plan
      of the Corporation), business entity, estate or Individual or any Affiliate
      (as
      hereinafter defined) of any of the foregoing. An “Affiliate” shall mean any
      corporation, partnership, association, trust, business entity, estate or
      individual who, directly or indirectly, through one or more intermediaries,
      controls, or is controlled by, or is under common control with, a Person.
“Control” shall mean the possession, directly or indirectly, of power to direct
      or cause the direction of the management and policies of a Person, whether
      through the ownership of voting securities, by contract, or
      otherwise.

    


    A
      Person
      shall be deemed to be the “Beneficial Owner” of shares if such Person has the
      sole or shared power to dispose or direct the disposition of such shares, or
      the
      sole or shared power to vote or direct the voting of such shares, or the sole
      or
      shared power to acquire such shares, including any such power which is not
      immediately exercisable, whether such power is direct or indirect or through
      any
      contact, arrangement, understanding, relationship or otherwise. A Person shall
      not be deemed to be a Beneficial Owner of shares tendered pursuant to a tender
      or exchange offer made by such Person until the tendered shares are accepted
      for
      purchase or exchange. A Person shall not be deemed to be a Beneficial Owner
      of
      shares as to which such person may exercise voting power solely by virtue of
      a
      revocable proxy conferring the right to vote. A member of a national securities
      exchange shall not be deemed to be a Beneficial Owner of shares held directly
      by
      it on behalf of another person solely because such member is the record holder
      of such shares and, pursuant to the rules of such exchange, may direct the
      vote
      of such shares, without instructions, on other than contested matters or matters
      that may affect substantially the rights or privileges of the holders of the
      shares to be voted but is otherwise precluded by the rules of such exchange
      from
      voting without instructions.

    


    Notwithstanding
      any other provisions of these Articles of Incorporation or any provision of
      law
      which might otherwise permit a lesser vote or no vote, but in addition to any
      affirmative vote of the holders of any particular class or series of the Voting
      Stock required by law, these Articles of Incorporation or any Preferred Stock
      Designation, the affirmative vote of the holders of at least 80 percent of
      the
      voting power of all of the then-outstanding shares of the Voting Stock, voting
      together as a single class, shall be required to alter, amend or repeal this
      Article SEVENTH.

    


    EIGHTH: Except
      as
      provided in these Articles of Incorporation, any (i) amendment of the Articles
      of Incorporation, (ii) merger or share exchange to which the Corporation is
      a
      party or sale, lease, or exchange of all or substantially all of the
      Corporation’s assets and property other than in the usual and regular course of
      business, and (iii) reclassification of securities or recapitalization of the
      Corporation, shall be approved by the affirmative vote of a majority of the
      shares outstanding and entitled to vote at a meeting of shareholders duly called
      for such purpose.

    


    NINTH:
      A. For
      purposes of this Article, the following definitions shall apply:

    


    “expenses”
      include, without limitation, counsel fees, expert witness fees, and costs of
      investigation, litigation and appeal, as well as any amounts expended in
      asserting a claim for indemnification;

    


    “liability”
      means the obligation to pay a judgment, settlement, penalty, fine, including
      any
      excise tax assessed with respect to an employee benefit plan, or reasonable
      expenses incurred with respect to a proceeding;

    


    “party”
      means an individual who was, is or is threatened to be made a named defendant
      or
      respondent in a proceeding; and 

    


    “proceeding”
      means any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative, arbitrative or investigative, and whether
      formal or informal. 

    


    B. To
      the
      full extent permitted by the Virginia Stock Corporation Act, as it exists on
      the
      date hereof or as hereafter amended, the Corporation shall indemnify any person
      who is, was or is threatened to be made a party to any proceeding, including
      without limitation a proceeding brought by or in the right of the Corporation
      or
      brought by or on behalf of shareholders of the Corporation, by reason of the
      fact that such person is or was a director or officer of the Corporation or,
      while a director or officer of the Corporation, is or was serving at the
      Corporation’s request as a director, officer, manager, partner, trustee,
      employee or agent of another corporation, limited liability company,
      partnership, joint venture, trust, employee benefit plan or other entity,
      against all liabilities and reasonable expenses incurred by such person in
      connection with the proceeding, except such liabilities and expenses as are
      incurred because of his willful misconduct or knowing violation of the criminal
      law. Service as a director or officer of a legal entity controlled by the
      Corporation shall be deemed service at the request of the Corporation. The
      Corporation may contract in advance to indemnify, and make advances and
      reimbursements for expenses to, any person entitled to indemnity under this
      Section B of Article NINTH.

    


    C.
      Any
      determinations or authorizations required to be made by the Corporation with
      respect to any claim by a person for indemnification or the advancement or
      reimbursement of expenses under this Article NINTH shall be made in the manner
      provided by law; provided, however, that in the event there has been a change
      in
      the composition of a majority of the Board of Directors after the date of the
      alleged act or omission with respect to which indemnification is claimed, any
      such determination as to indemnification and expenses shall be made by special
      legal counsel agreed upon by the Board of Directors and the proposed indemnitee.
      If the Board of Directors and the proposed indemnitee are unable to agree upon
      such special legal counsel, the Board of Directors and the proposed indemnitee
      each shall select a nominee, and the nominees shall select such special legal
      counsel.  

    


    D. The
      Corporation shall advance or reimburse the reasonable expenses
      incurred by a director, officer or other person specified in Section B of this
      Article NINTH in advance of final disposition of a proceeding to which such
      person is a party if such person furnishes the Corporation (i) a written
      statement of his good faith belief that he is entitled to indemnification under
      this Article and (ii) a written undertaking from him to repay any funds advanced
      if it is ultimately determined that he is not entitled to indemnification.
      Such
      undertaking shall be an unlimited, unsecured general obligation and shall be
      accepted without reference to his ability to make repayment. The Corporation
      is
      empowered to pay or reimburse expenses incurred by a director, officer or other
      person specified in Section B of this Article NINTH in connection with his
      appearance as a witness in a proceeding at a time when he is not a
      party.

    


    E. The
      Corporation is empowered to indemnify or contract in advance to indemnify any
      person not specified in Section B of this Article NINTH who was or is a party
      to
      any proceeding, by reason of the fact that he is or was an employee or agent
      of
      the Corporation, or is or was serving at the Corporation’s request as a
      director, officer, manager, partner, trustee, employee or agent of another
      corporation, limited liability company, partnership, joint venture, trust,
      employee benefit plan or other entity, against liabilities and reasonable
      expenses incurred by such person in connection with the proceeding to the same
      or a lesser extent as if such person had been specified as one to whom
      indemnification is granted in Section B. 

    


    F. The
      Corporation may purchase and maintain insurance to indemnify it against the
      whole or any portion of the liability assumed by it in accordance with this
      Article and may also procure insurance, in such amounts as the Board of
      Directors may determine, on behalf of any person who is or was a director,
      officer, employee or agent of the Corporation, or is or was serving at the
      Corporation’s request as a director, officer, manager, partner, trustee,
      employee or agent of another corporation, limited liability company,
      partnership, joint venture, trust, employee benefit plan or other entity,
      against any liability asserted against or incurred by such person in any such
      capacity or arising from his status as such, whether or not the Corporation
      would have power to indemnify him against such liability under the provisions
      of
      this Article NINTH.

     

    G. The
      provisions of this Article NINTH shall be applicable to all actions, claims,
      suits or proceedings commenced after the adoption hereof, arising from any
      action taken or failure to act, whether occurring before or after such adoption.
      No amendment, modification or repeal of this Article shall diminish the rights
      provided hereby or diminish the right to indemnification with respect to any
      claim, issue or matter in any other pending or subsequent proceeding that is
      based in any material respect on any alleged action or failure to act prior
      to
      such amendment, modification or repeal.

    


    H. Every
      reference in this Article NINTH to directors, officers, employees, agents and
      other persons who are or may be entitled to indemnification, advances or
      reimbursements shall include all persons who formerly occupied any of the
      positions referred to herein. The rights of each person entitled to
      indemnification, advances and reimbursements pursuant to this Article shall
      inure to the benefit of such person’s heirs, executors and administrators.
      Indemnification pursuant to this Article shall not be exclusive of any other
      right to indemnification to which any person may be entitled, including
      indemnification pursuant to a valid contract, indemnification by legal entities
      other than the Corporation and indemnification under policies of insurance
      purchased and maintained by the Corporation or others.

    


    I. Each
      provision of this Article NINTH shall be severable, and if any provision of
      this
      Article or its application to any person or circumstance is held invalid by
      a
      court of competent jurisdiction, the invalidity shall not affect the validity
      of
      any other provisions or applications of this Article. 

    


    TENTH:
      To
      the full extent that the Virginia Stock Corporation Act, as it exists on the
      date hereof or may hereafter be amended, permits the limitation or elimination
      of the liability of directors or officers, a director or officer of the
      Corporation shall not be liable to the Corporation or its shareholders for
      any
      monetary damages.

    


    ELEVENTH:
      Article 14.1 of the Virginia Stock Corporation Act, governing control share
      acquisitions, shall not apply to acquisitions of shares of the
      Corporation.

    


    TWELFTH: The
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in these Articles of Incorporation, and any other provisions
      authorized by the laws of the Commonwealth of Virginia at the time in force
      may
      be added or inserted, in the manner now or hereafter provided herein or by
      statute, and all rights, preferences and privileges of whatsoever nature
      conferred upon shareholders, directors or any other persons whosoever by and
      pursuant to these Articles of Incorporation in its present form or as amended
      are granted subject to the rights reserved in this Article.