lfg-ex10_1.htm


    
      

      

    



    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 1st
      day of
      January, 2008.

    


    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 be 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
      con­sents by or on behalf of a Person other than the Board; or

    


    (c)           
      Consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the 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


    
      
        
           

        

        
        

      

      
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    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

    


    (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


    
      
        
           

        

        
        

      

      
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    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.

    


    (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 written 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
      written 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. 
      To the extent required by Code Section 409A (i) a reimbursement made under
      this
      section shall be paid by December 31 of the calendar year following the calendar
      year in which the reimbursed expense is incurred and (ii) no reimbursement
      or
      in-kind benefit provided under this section during one calendar year shall
      affect the expenses eligible for reimbursement or in-kind benefits provided
      during another calendar year.

    


    (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 written 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.  Reimbursement shall occur on or before
      December 31 of the calendar year following the calendar year the applicable
      expense is incurred.  No reimbursement provided under this Section
      4(b)(v) during one calendar year shall affect the expenses eligible for
      reimbursement during another calendar year

    


    (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 written plans, practices, programs and policies


    
      
        
           

        

        
        

      

      
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    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. Any reimbursement made under
      this section shall occur on or before December 31 of the calendar year following
      the calendar year the applicable expense is incurred.  No
      reimbursement or in-kind benefit provided under this Section 4(b)(vi) during
      one
      calendar year shall affect the expenses eligible for reimbursement or in-kind
      benefits provided during another calendar year.

    


    (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.

    


    (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


    
      
        
           

        

        
        

      

      
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    with
      the
      Board of Directors in making the determination contemplated hereunder, such
      cooperation to include, without limitation, consenting to the release of
      information by any such physician(s) to the Board of Directors.

    


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

    


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

    


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

    


    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


    
      
        
           

        

        
        

      

      
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    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;

    


    (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 determina­tion 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


    
      
        
           

        

        
        

      

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

    


    6.           
      Obligations of the
      Company upon Termination.

    


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

    


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

    


    (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, 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 (i) if
      continuation is not possible under the terms of the applicable plan, program,
      practice or policy, then the Company shall pay in cash in a lump sum within
      thirty (30) days following
Executive’s
      Date of
      Termination an amount equal to the present value of the contributions the
      Company would have made thereunder on behalf of Executive and/or Executive’s
      family for the period from Executive’s Date of Termination through December 31
      of the second calendar year


    
      
        
           

        

        
        

      

      
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    following
      the calendar year of
      Executive’s Date of Termination, calculated using (a) Company contribution
      levels in effect on the Date of Termination and (b) a present value discount
      rate, equal to 120% of the
      Federal short-term rate (using monthly compounding) as defined in Section
      1274(d) of the Code and as published for the month immediately preceding the
      month of payment; and (ii)
      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.  To the extent required
      by
      Code Section 409A, (i) a reimbursement made under this section shall
      be paid by December 31 of the
      calendar year after the calendar year in which the reimbursed expense is
      incurred and (ii) no reimbursement or in-kind benefit provided
      under this section during
      one calendar year shall affect
      the expenses eligible for reimbursement or in-kind benefits provided
      during another calendar
      year;
      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 written 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”).

    


    (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) three times, 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, 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,


    
      
        
           

        

        
        

      

      
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    that
      (i) if continuation is not possible
      under the terms of the applicable plan, program, practice or policy, then the
      Company shall pay in cash in a lump sum within thirty (30) days following Executive’s
      Date of Termination an
      amount equal to the present value of the contributions the Company would have
      made thereunder on behalf of Executive and/or Executive’s family 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, calculated
      using (a) Company contribution levels in effect on the Date of Termination
      and
      (b) a present value discount rate, equal to 120% of the
      Federal
      short-term rate (using monthly compounding) as defined in Section 1274(d) of
      the
      Code and as published for the month immediately preceding the month of
      payment; and (ii) 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.  To the extent required
      by
      Code Section 409A, (i) a reimbursement made under this section shall be paid
      by
      December 31 of the calendar year after the calendar year in which the reimbursed
      expense is incurred and (ii) no reimbursement or in-kind benefit provided under
      this section during one calendar year shall affect the expenses eligible for
      reimbursement or in-kind benefits provided during another calendar
      year;
      and

    


    (iii)           
      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, the Company shall, at its sole expense as incurred, provide the
      Executive with reasonable outplacement services the scope and provider of which
      shall be selected by the Executive in his sole discretion (to the extent such
      selection is reasonable and directly related to Executive’s termination of
      employment with the Company), provided that any reimbursement made to Executive
      under this Section 6(b)(iii) shall be paid by December 31 of the third calendar
      year following the calendar year of Executive’s Date of Termination;
      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 written 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.

    


    (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


    
      
        
           

        

        
        

      

      
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    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 written 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.  To the extent required by 409A, (i)
      a reimbursement made under this Section 6(c) shall be paid by December 31 of
      the
      calendar year after the calendar year in which the reimbursed expense is
      incurred and (ii) no reimbursement or in-kind benefit provided under this
      Section 6(c) during one calendar year shall affect the expenses eligible for
      reimbursement or in-kind benefits provided during another calendar
      year.

    


    (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 written 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.  To the extent required by
      409A, (i) a reimbursement made under this Section 6(d) shall be paid by December
      31 of the calendar year after the calendar year in which the reimbursed expense
      is incurred and (ii) no reimbursement or in-kind benefit provided under this
      Section 6(d) during one calendar year shall affect the expenses eligible for
      reimbursement or in-kind benefits provided during another calendar
      year.

    


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


    
      
        
           

        

        
        

      

      
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    (f)           
      Application of Code
      Section 409A.

    


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

    


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

    


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

    


    8.           
      Full
      Settlement.  The Company’s obligation to make the payments
      provided for in this Agreement and otherwise to perform its obligations
      hereunder shall not be affected by any set-off, counterclaim, recoupment,
      defense or other claim, right or action which the Company may have against
      the
      Executive or others.  In no event shall the Executive be obligated to
      seek other employment or take any other action by way of mitigation of the
      amounts payable to the Executive under any of the provisions of this Agreement
      and such amounts shall not be reduced whether or not the Executive obtains
      other
      employment.  The Company agrees to pay as incurred, during the
      Executive’s lifetime, 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).   Any
      reimbursement under this Section 8 shall be made no later than December 31
      of
      the calendar year after the calendar year in which the applicable expense is
      incurred.


    
      
        
           

        

        
        

      

      
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          13

        
          

        

      

      
        
        

      

    


    


    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, but no later than
      the last day of the calendar year following the calendar year in which the
      Executive remits the related taxes. 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


    
      
        
           

        

        
        

      

      
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    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.

    


    (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 pro­ceedings 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. Such tax indemnification
      shall
      be paid to Executive no later than December 31 of the calendar year following
      the calendar year in which the Executive remits the related taxes.  In
      addition, payment of such costs and expenses shall occur no later than December
      31 of the calendar year in which the taxes that are the subject of the
      proceedings are remitted to the taxing authority or, if no taxes are remitted,
      the last day of the calendar year following the taxable year in which the audit
      is completed or there is a final and nonappealable settlement of the litigation.
      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


    
      
        
           

        

        
        

      

      
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    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).

    


    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.


    
      
        
           

        

        
        

      

      
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    (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.

    


    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:  Chairman & 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 pro­vision 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
      6(b)(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(b) 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


    
      
        
           

        

        
        

      

      
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    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.

    


    (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 December 28, 2006 and that such former agreement
      has been terminated.

    


    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., Chairman
      and

    Chief
      Executive Officer

    


    


    __________________________________________

    [Name
      of Executive]

    


    



    
      
        
           

        

        
        

      

      
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    Schedule
      to Change of Control Employment Agreements

    


    Applicable
      Multiples

    


    
      	
              Executive
                Officer

            	
              Applicable
                Multiple

            
	
              Theodore
                L. Chandler, Jr.

              Principal
                Executive Officer

            	
              3

            
	
              G.
                William Evans

              Principal
                Financial Officer

            	
              3

            
	
              Kenneth
                Astheimer

              Named
                Executive Officer

            	
              3

            
	
              Melissa
                Hill

              Named
                Executive Officer

            	
              3

            
	
              Jeffrey
                C. Selby

              Named
                Executive Officer

            	
              3

            


    

    


    


    



    
      
        
           

        

        
        

      

      
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