Addendum to Employment Agreement


    
      Exhibit
        10.1

       

      ADDENDUM
        TO EMPLOYMENT AGREEMENT

       

                 
This Addendum to Employment
        Agreement is made as of this the 9th day of
        December, 2005 by and between LANDAMERICA FINANCIAL GROUP, INC.
        ("Company") and CHARLES H. FOSTER, JR. ("Employee").

       

                 
WHEREAS, Employee
        and Company entered into an Employment
        Agreement as of January 1, 2005 pursuant to which Company employs Employee
        as
        Chairman of the Board of Directors of the Company; and

       

                 
WHEREAS, Employee
        and Company desire to amend and restate
        certain provisions in the Employment Agreement relating to the payment of
        compensation.

       

                 
NOW, THEREFORE, the
        parties hereto agree as follows:

       

      
        	
                 

              	
                1.

              	
                Effective
                  December
                  7, 2005, Section 2(b)(ii) of the Employment Agreement is hereby
                  amended
                  and restated as follows:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                (ii) Annual
                  Bonus.  In addition to the Annual Base Salary, the Executive
                  shall be entitled to an annual bonus (the “Annual Bonus”) as
                  follows:  in recognition of the Executive’s services to the Company
                  in calendar year 2005, in February, 2006, the Executive shall be
                  entitled
                  to receive a single lump sum cash payment of $1,125,000; in recognition
                  of
                  the Executive’s services to the Company in calendar year 2006, in February
                  2007, the Executive shall be entitled to receive $1,125,000, payable
                  in
                  either cash or stock, or a combination thereof, as determined by
                  the
                  Compensation Committee of the Board of Directors of the Company
                  (the
                  “Compensation Committee”). Any restricted shares and cash units granted to
                  the Executive pursuant to this Section 2(b)(ii) shall be subject
                  to
                  vesting and such other terms as may be provided in a Restricted
                  Stock
                  Agreement or Cash Unit Agreement in the forms used by the Company
                  at the
                  time for awards of restricted stock or cash units to its most senior
                  executives.  Notwithstanding anything in this Employment Agreement to
                  the contrary, the Executive shall not be entitled to any bonus
                  earned
                  during the Employment Period other than the Annual Bonus.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                2.

              	
                Effective
                  January 1,
                  2005, Section 2(b)(v) of the Employment Agreement is hereby amended
                  by
                  adding the following sentence to the end thereof:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Reimbursement
                  shall
                  be paid no later than March 15 following the year in which the
                  Executive
                  incurs the employment expense.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                3.

              	
                Effective
                  January 1,
                  2005, Section 2(b)(vi) of the Employment Agreement is hereby amended
                  by
                  adding the following sentence to the end
                  thereof:

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Fringe benefits
                  to
                  which the Executive is entitled shall be paid no later than March
                  15
                  following the year in which the benefits are earned.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                4.

              	
                Effective
                  January 1,
                  2005, Section 2(b)(x) of the Employment Agreement is hereby amended
                  by
                  adding the following sentence to the end thereof

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Reimbursement
                  shall
                  be made to Executive no later than March 15 following the year
                  in which
                  the Executive incurs the expense.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                5.

              	
                Effective
                  January 1,
                  2005, Section 4 of the Employment Agreement is hereby amended by
                  adding
                  the following new subsection to the end thereof:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                (c) Timing
                  of
                  Payments.  If the Executive’s employment terminates during the
                  Employment Period (i) other than for Cause or (ii) for Good Reason,
                  payment to the Executive under this Section 4 shall be delayed
                  until the
                  first day of the sixth month beginning after Executive’s termination. The
                  first payment to the Executive following the delay shall include
                  any
                  amounts that would have been paid to the Executive during the preceding
                  six (6) month period.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                6.

              	
                Effective
                  January 1,
                  2005, Section 5 of the Employment Agreement is hereby amended by
                  adding
                  the following new subsection to the end therefore:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                (c) Timing
                  of
                  Payments.  If after a Change in Control and during the Employment
                  Period, the Executive’s employment terminates (i) other than for Cause or
                  (ii) for Good Reason, the Company shall delay any payments that
                  the
                  Company determines are Subject to 409A of the Internal Revenue
                  Code of
                  1986, as amended, until the first day of the sixth month beginning
                  after
                  Executive’s termination.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                7.

              	
                Effective
                  January 1,
                  2005, Section 5(b)(ii)(B) of the Employment Agreement is hereby
                  amended to
                  read as follows: “One million seven hundred fifty-two thousand one hundred
                  ninety dollars ($1,752,190).”

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                8.

              	
                All other
                  provisions
                  of the Employment Agreement are to remain in full force and
                  effect.

              


      

       

       

       

      
        	
                EXECUTIVE

              	
                 

              	
                LANDAMERICA FINANCIAL
                  GROUP,
                  INC.

              
	
                 

              	
                 

              	
                                              
                  (Registrant)

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:   
                  /s/ Charles H. Foster, Jr.

              	
                 

              	
                By: 
                  /s/ Theodore L. Chandler,
                  Jr.              
                  

              
	
                        
                  Charles H. Foster, Jr.

              	
                 

              	
                      
                  Theodore L. Chandler, Jr.

              
	
                 

              	
                 

              	
                      
                  President and Chief Executive Officer

              


      

       

       

      
        
           

        

        
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