SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
</TABLE>
LANDAMERICA FINANCIAL GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
....................................................................
(2) Aggregate number of securities to which transaction applies:
....................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
....................................................................
(4) Proposed maximum aggregate value of transaction:
....................................................................
(5) Total fee paid:
....................................................................
<PAGE>
[ ] Fee paid previously with preliminary materials.
....................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
....................................................................
(2) Form, Schedule or Registration Statement no.:
....................................................................
(3) Filing Party:
....................................................................
(4) Date Filed:
....................................................................
<PAGE>
[LANDAMERICA FINANCIAL GROUP, INC. LOGO]
_______________
ANNUAL MEETING OF SHAREHOLDERS
_______________
April 7, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., which is to be held in the
Commonwealth Room on the 3rd Floor of the Commonwealth Club located at 401 West
Franklin Street, Richmond, Virginia, on Tuesday, May 18, 1999, at 10:00 a.m. At
the Meeting, you will be asked to elect four Directors to serve three-year terms
and to approve amendments to the LandAmerica Financial Group, Inc. 1991 Stock
Incentive Plan.
Whether or not you plan to attend the Meeting, it is important that
your shares be represented and voted at the Meeting; therefore, you are
requested to complete, sign, date and mail your proxy promptly in the enclosed
postage-paid envelope.
We appreciate your support and look forward to seeing you at the
Meeting.
Sincerely,
/s/ Charles H. Foster, Jr.
Charles H. Foster, Jr.
Chairman and Chief
Executive Officer
<PAGE>
LandAmerica Financial Group, Inc.
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting (the "Meeting") of Shareholders of LandAmerica
Financial Group, Inc. (the "Company") will be held in the Commonwealth Room on
the 3rd Floor of the Commonwealth Club located at 401 West Franklin Street,
Richmond, Virginia, on Tuesday, May 18, 1999, at 10:00 a.m., for the following
purposes:
(1) To elect four Directors to serve three-year terms;
(2) To approve amendments to the LandAmerica Financial Group, Inc.
1991 Stock Incentive Plan; and
(3) To act upon such other matters as may properly come before the
Meeting or any adjournments thereof.
Only holders of shares of Common Stock of record at the close of
business on April 1, 1999, shall be entitled to notice of and to vote at the
Meeting.
Please sign and promptly mail the enclosed proxy to insure the presence
of a quorum at the Meeting.
By Order of the Board of Directors,
Russell W. Jordan, III
Secretary
April 7, 1999
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE
MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE PREVIOUSLY
SIGNED AND RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Company. A shareholder may revoke the proxy at any time prior to its use, but
proxies properly executed and received by the Secretary prior to the Meeting,
and not revoked, will be voted in accordance with the terms thereof.
The Company will pay all of the costs associated with this proxy
solicitation. Proxies are being solicited by mail and may also be solicited in
person or by telephone, telegraph, telefacsimile or other means of electronic
transmission by Directors, officers and employees of the Company. The Company
will reimburse banks, brokerage firms, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy materials to the
beneficial owners of the shares of the Company's Common Stock. It is
contemplated that additional solicitation of proxies will be made by Corporate
Investor Communications, Inc., at an anticipated cost to the Company of
approximately $4,700, plus reimbursement of out-of-pocket expenses.
This Proxy Statement will be mailed to registered holders of the Common
Stock of the Company on or about April 7, 1999.
VOTING RIGHTS
The Company had 15,317,042 shares of Common Stock outstanding as of
April 1, 1999, each having one vote. Only holders of the Company's Common Stock
of record at the close of business on April 1, 1999, will be entitled to vote. A
majority of the shares entitled to vote, represented in person or by proxy, will
constitute a quorum for the transaction of business at the Meeting. Abstentions
and shares held in street name ("Broker Shares") voted as to any matter at the
Meeting will be included in determining the number of shares present or
represented at the Meeting. Broker Shares that are not voted on any matter at
the Meeting will not be included in determining the number of shares present or
represented at the Meeting.
The Company is not aware of any matters that are to come before the
Meeting other than those described in this Proxy Statement. However, if other
matters do properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy card to vote such proxy in accordance with their
best judgment.
Proposal One
ELECTION OF DIRECTORS
At the Meeting, four Directors are to be elected for terms of three
years. Ten other Directors have been elected to terms that end in either 2000 or
2001, as indicated below. The following pages set forth certain information
concerning the nominees and the Directors whose terms of office will
<PAGE>
continue after the Meeting. All of the nominees and incumbent Directors listed
below were previously elected Directors by the shareholders.
Proxies, unless otherwise specified, will be voted for the election of
the nominees listed to serve as Directors. The election of each nominee for
Director requires the affirmative vote of the holders of a plurality of the
shares of Common Stock cast in the election of Directors. If, at the time of the
Meeting, any nominee should be unavailable to serve as a Director, it is
intended that votes will be cast, pursuant to the enclosed proxy, for such
substitute nominee as may be nominated by the Board of Directors. Each nominee
has consented to being named in this Proxy Statement and to serve if elected.
Certain Voting Arrangements
On February 27, 1998, the Company acquired from Reliance Insurance
Company ("RIC") all of the issued and outstanding shares of the capital stock of
Commonwealth Land Title Insurance Company ("Commonwealth") and Transnation Title
Insurance Company ("Transnation"), resulting in Commonwealth and Transnation
each becoming wholly owned subsidiaries of the Company (the "Acquisition"). In
connection with the Acquisition, the Company, RIC and RIC's parent, Reliance
Group Holdings, Inc. ("Reliance") entered into a Voting and Standstill Agreement
(the "Voting Agreement"). The Voting Agreement provides that as long as RIC
owns, on a fully diluted basis, at least 20% of the Company's issued and
outstanding capital stock, RIC will be entitled to nominate, and the Company
will recommend for election, one Director (an "RIC Director") in each of the
three classes of the Board of Directors, and one of the RIC Directors will be
designated to serve on each of the committees of the Board of Directors. The
number of RIC Directors will be reduced once RIC's ownership of the Company's
issued and outstanding Common Stock is reduced to less than 20%. Pursuant to the
Voting Agreement, Reliance and RIC have agreed to certain prohibitions and
requirements with respect to the voting of shares of stock owned by them or
their affiliates, including the requirement that such shares be voted for
nominees to the Board of Directors of the Company recommended by the Board of
Directors or a nominating committee thereof. Unless terminated earlier by
written agreement of the parties, the Voting Agreement will remain in effect
until RIC's ownership of the capital stock of the Company is reduced below
predetermined levels.
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<PAGE>
Nominees for Election for Terms Expiring in 2002
J. GARNETT NELSON, 60, is President of Mid-Atlantic Holdings, L.L.C. (a
consulting and private investment company). Prior to February 1995, he was
Senior Vice President - Investments of The Life Insurance Company of Virginia
and Senior Executive Director of Aon Advisors, Inc. (an investment advisor),
positions he held for more than five years. Mr. Nelson is a Trustee of the
Mentor Family of Funds and G.E. Investment Funds, Inc. and Vice Chairman of the
Investment Advisory Committee of the Virginia Retirement System. He is Chairman
of the Pension and Portfolio Committee and a member of the Executive Committee
and has been a Director since 1991.
ROBERT F. NORFLEET, JR., 59, serves as a consultant in the capacity of
Director of Client Relations for the Trust and Investment Management Group of
Crestar Bank. From 1994 until his retirement on March 1, 1996, he was Corporate
Executive Vice President and Senior Credit Officer of Crestar Bank. Mr. Norfleet
is Chairman of the Audit Committee and a member of the Executive Committee and
has been a Director since 1991.
ROBERT M. STEINBERG, 56, is President and Chief Operating Officer of
Reliance (a property and casualty insurance holding company) and Chairman of the
Board and Chief Executive Officer of RIC (a property and casualty insurance
company), positions he has held for more than five years. He is a Director of
Reliance and Zenith National Insurance Corp. Mr. Steinberg is a member of the
Executive Committee and the Nominating Committee and has been a Director since
1998.
EUGENE P. TRANI, 59, is President of Virginia Commonwealth University
(an urban, public research university), a position he has held for more than
five years. He is a Director of Crestar Bank and Heilig-Meyers Company. Dr.
Trani is Chairman of the Nominating Committee and a member of the Audit
Committee and the Compensation Committee. He has been a Director since 1993.
The Board of Directors recommends that the shareholders vote for the
nominees set forth above.
Incumbent Directors Whose Terms Expire in 2001
GEORGE E. BELLO, 63, is Executive Vice President and Controller of
Reliance, a position he has held for more than five years. He is a Director of
Reliance, Zenith National Insurance Corp. and Horizon Health Corporation. Mr.
Bello is a member of the Audit Committee and the Compensation Committee and has
been a Director since 1998.
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<PAGE>
THEODORE L. CHANDLER, JR., 46, is a member of the law firm of Williams,
Mullen, Christian & Dobbins in Richmond, Virginia, a position he has held for
more than five years. He is a Director of Hilb, Rogal and Hamilton Company and
Open Plan Systems, Inc. Mr. Chandler is a member of the Executive Committee, the
Compensation Committee and the Nominating Committee. He has been a Director
since 1991. Williams, Mullen, Christian & Dobbins acts as counsel to the
Company.
CHARLES H. FOSTER, JR., 56, is Chairman and Chief Executive Officer of
the Company and of Lawyers Title Insurance Corporation ("Lawyers Title"), a
subsidiary of the Company, positions he has held for more than five years. He is
a Director of Universal Corporation. Mr. Foster is Chairman of the Executive
Committee and a member of the Pension and Portfolio Committee and the Finance
Committee. He has been a Director since 1991.
HERBERT WENDER, 61, is Vice Chairman and Chief Operating Officer of the
Company. He is also Chairman and Chief Executive Officer of Commonwealth, a
subsidiary of the Company, Chairman and Chief Executive Officer of Transnation,
a subsidiary of the Company, and Chairman of the Board of CMAC Investment
Corporation (a private mortgage insurance company), positions he has held for
more than five years. Mr. Wender is a member of the Executive Committee, the
Pension and Portfolio Committee and the Finance Committee. He has been a
Director since 1998.
MARSHALL B. WISHNACK, 52, is Chairman and Chief Executive Officer of
Wheat First Union (formerly Wheat First Butcher Singer) (a securities brokerage
division of First Union Corporation). Prior to April 1, 1996, he was President
and Chief Executive Officer of Wheat First Butcher Singer, a position he held
for more than five years. Mr. Wishnack is a Director of S&K Famous Brands, Inc.
He is Chairman of the Compensation Committee and a member of the Audit Committee
and the Nominating Committee. Mr. Wishsnack has been a Director since 1991.
Various subsidiaries of First Union Corporation provide investment banking and
investment management services to the Company.
Incumbent Directors Whose Terms Expire in 2000
JANET A. ALPERT, 52, is President of the Company and of Lawyers Title,
Commonwealth and Transnation. Prior to February 27, 1998, she was President and
Chief Operating Officer of the Company and of Lawyers Title, positions she held
for more than five years. Ms. Alpert is a member of the Executive Committee and
has been a Director since 1994.
MICHAEL DINKINS, 45, is Chief Financial Officer of Access Worldwide
Communications, Inc. (an outsourced marketing services company). From 1996 to
August 1997, he was President of the Graphic Communications Group of Cadmus
Communications Corporation ("Cadmus") (a printing, marketing and publishing
company). From September 1993 to 1996, Mr. Dinkins was Vice
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<PAGE>
President and Chief Financial Officer of Cadmus. He is a member of the Audit
Committee and the Pension and Portfolio Committee and has been a Director since
1997.
JAMES ERMER, 56, retired as Executive Vice President - Strategic
Planning and Corporate Development of CSX Corporation ("CSX") (a railroad and
transportation company) in December 1996. Prior to April 25, 1995, he was Senior
Vice President - Finance and Chief Financial Officer of CSX, a position he held
for more than five years. Mr. Ermer is a Director and trustee of the Nations
Funds group of mutual funds. He is a member of the Compensation Committee, the
Pension and Portfolio Committee and the Finance Committee. Mr. Ermer has been a
Director since 1991.
LOWELL C. FREIBERG, 59, has been Executive Vice President of Reliance
since May 1998, and he has been Chief Financial Officer of Reliance for more
than five years. Prior to May 1998, Mr. Freiberg was Senior Vice President of
Reliance, a position he held for more than five years. He is a Director of
Reliance and Symbol Technologies, Inc. Mr. Freiberg is a member of the Pension
and Portfolio Committee and the Finance Committee and has been a Director since
1998.
JOHN P. McCANN, 54, is Chairman and Chief Executive Officer of United
Dominion Realty Trust, Inc. (an apartment real estate investment trust). Prior
to January 1, 1999, he was Chairman, President and Chief Executive Officer of
United Dominion Realty Trust, Inc., a position he held for more than five years.
Mr. McCann is a Director of United Dominion Realty Trust, Inc. and Storage USA,
Inc. He is a member of the Audit Committee, the Pension and Portfolio Committee
and the Finance Committee. Mr. McCann has been a Director since 1997.
STOCK OWNERSHIP
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by (i) each
Director and nominee, (ii) each executive officer listed in the Summary
Compensation Table (the "Named Executive Officers"), (iii) all Directors and
executive officers as a group and (iv) each person or group known by the Company
to beneficially own more than 5% of the outstanding shares of the Company's
Common Stock.
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<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares 1,2 Percent of Class
<S> <C> <C>
Janet A. Alpert 113,309 *
George E. Bello 0 *
Theodore L. Chandler, Jr. 20,648 *
Michael Dinkins 3,573 *
James Ermer 14,073 *
G. William Evans 39,343 *
Lowell C. Freiberg 0 *
Charles H. Foster, Jr. 243,309 1.59%
John P. McCann 8,573 *
J. Garnett Nelson 12,073 *
Robert F. Norfleet, Jr. 11,823 *
Robert M. Steinberg 0 *
Jeffrey A. Tischler 4,191 *
Eugene P. Trani 10,073 *
Herbert Wender 20,982 *
Marshall B. Wishnack 13,573 *
All Directors and executive 594,432 3.89%
officers as a group (23 persons,
including those named above)
LandAmerica Financial Group, Inc. 999,821 6.54%
Savings and Stock Ownership Plan 3
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
Reliance Group Holdings, Inc. 4 4,039,473 26.41%
Reliance Financial Services Corporation
Reliance Insurance Company
55 East 52nd Street
New York, New York 10055
</TABLE>
_________________
*Percentage of ownership is less than 1% of the outstanding shares of
Common Stock of the Company.
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<PAGE>
1 Except as otherwise noted, the number of shares of Common Stock of
the Company shown in the table is as of December 31, 1998. The percents shown in
the table are based on the number of shares of Common Stock outstanding on
December 31, 1998.
2 The number of shares of Common Stock shown in the table includes
41,580 shares held for certain Directors and executive officers in the
LandAmerica Financial Group, Inc. Savings and Stock Ownership Plan (the "401(k)
Plan") as of December 31, 1998, and 426,487 shares which certain Directors and
executive officers have the right to acquire through the exercise of stock
options within 60 days following December 31, 1998. The number of shares also
includes 4,073 shares of the Company's Common Stock held in fiduciary
capacities. Such shares may be deemed to be beneficially owned by the rules of
the Securities and Exchange Commission (the "Commission"), but inclusion of the
shares in the table does not constitute admission of beneficial ownership.
3 Each participant in the 401(k) Plan has the right to instruct Merrill
Lynch Trust Company, trustee for the 401(k) Plan, with respect to the voting of
shares allocated to his or her account. The trustee, however, will vote any
shares for which it receives no instructions in the same proportion as those
shares for which it has received instructions.
4 In a Schedule 13D and an Amendment No. 1 to Schedule 13D
(collectively, the "Schedule 13D") filed with the Commission on March 9, 1998
and March 10, 1998, respectively, by Reliance Financial Services Corporation
("Reliance Financial"), Reliance Financial reported beneficial ownership as of
February 27, 1998 of 4,039,473 shares of Common Stock, representing
approximately 26.8% of such shares outstanding on such date. According to the
Schedule 13D, all of the 4,039,473 shares of Common Stock beneficially owned by
Reliance Financial are owned directly by RIC, a wholly owned subsidiary of
Reliance Financial. RIC has sole voting (subject to the terms of the Voting
Agreement described more fully elsewhere in this Proxy Statement) and
dispositive power over all of the shares of Common Stock beneficially owned by
Reliance Financial. See "Election of Directors - Certain Voting Arrangements."
Reliance Financial is a wholly owned subsidiary of Reliance, which, according to
the Schedule 13D, is also deemed to beneficially own all 4,039,473 of the
shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and executive officers and persons who own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership of Common Stock with the Commission. Such
persons are required by Commission regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, the Company believes that applicable Section 16(a) filing
requirements were satisfied for transactions that occurred in 1998.
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<PAGE>
COMMITTEES
The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Compensation Committee, the Pension and
Portfolio Committee, the Finance Committee and the Nominating Committee. The
Executive Committee has the authority to act for the Board of Directors on most
matters during the intervals between Board meetings. The Audit Committee reviews
the scope and the results of the work of the independent public accountants and
internal auditors, reviews the adequacy of internal accounting controls, and
recommends the selection of the independent public accountants to the Board of
Directors. The responsibilities of the Compensation Committee are discussed
below under "Compensation Committee Report on Executive Compensation." The
Pension and Portfolio Committee establishes the investment policy and monitors
the performance of pension and portfolio investments of the Company and its
subsidiaries. The Finance Committee advises the Board of Directors with respect
to financing needs, capital structure and other financial matters. The
Nominating Committee recommends to the Board of Directors persons to serve as
Directors of the Company. Shareholders entitled to vote for election of
Directors may nominate candidates for consideration by the Nominating Committee.
See "Proposals for 2000 Annual Meeting."
During the fiscal year ended December 31, 1998, there were seven
meetings of the Board of Directors, seven meetings of the Executive Committee,
three meetings of the Audit Committee, ten meetings of the Compensation
Committee, five meetings of the Pension and Portfolio Committee and no meeting
of the Nominating Committee. All Directors except John P. McCann attended 75% or
more of the total aggregate number of meetings of the Board of Directors and of
the committees on which they served.
DIRECTORS' COMPENSATION
Each Director who is not an officer of the Company receives a quarterly
retainer of $3,750, a fee of $1,500 for attendance at each Board meeting, and a
fee of $750 for attendance at each meeting of a Board committee of which he is a
member. During 1998, each non-employee Director other than a RIC Director
received $1,250 of his quarterly retainer, and could elect to receive all or
part of his remaining cash compensation, in shares of the Company's Common
Stock. Effective December 1, 1998, each non-employee Director other than a RIC
Director may elect to receive all or part of his compensation in stock. The
number of shares of the Company's Common Stock issuable to a Director who makes
an annual irrevocable election to receive all stock in lieu of cash compensation
is increased by 20%. A Director who is also an officer of the Company receives
no compensation for his or her services as a Director. Pursuant to a policy of
RIC, the annual retainer and meeting fees which an RIC Director is eligible to
receive will be paid directly to RIC.
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<PAGE>
The Outside Directors Deferral Plan, as amended and restated in 1998,
permits non-employee Directors to defer all or a portion of their cash
compensation in Deferred Stock Units. Each Deferred Stock Unit represents a
hypothetical share of the Company's Common Stock and fluctuates in value with
the market price of such stock. A Participant's Deferred Stock Unit Account is
increased by Common Stock dividends paid by the Company. Those Directors who
elect to defer 100% of their total cash compensation into Deferred Stock Units
for a given year shall receive additional compensation in the form of Deferred
Stock Units equal to 20% of their total compensation. Any amounts deferred under
the former Outside Directors Deferral Plan may be transferred into the amended
and restated Plan by making a one time election to do so. If such amounts are
not transferred, the Director's Deferred Cash Account will continue to be
credited with interest annually. The interest paid is based on the Rate of
Return set forth in the amended and restated Plan, which is currently 9%. Under
the former Plan and the amended and restated Plan, benefits are paid in cash in
a lump sum or in installments and include survivor's benefits on the benefit
commencement date chosen by the Participant. A Participant may also postpone
receipt of benefit payments by making a timely election. Accelerated payment of
deferred benefits may occur under certain conditions, including a change of
control of the Company.
Pursuant to the 1992 Stock Option Plan for Non-Employee Directors (the
"Directors' Option Plan") which by its terms expired in 1996, and in 1997
pursuant to the 1991 Stock Incentive Plan, as amended (the "Stock Incentive
Plan"), each non-employee Director was granted an option to purchase 1,500
shares of Common Stock of the Company on the first business day following each
annual meeting of shareholders. Beginning in 1998, pursuant to the Stock
Incentive Plan, the annual option grant to each non-employee Director who is not
affiliated with RIC was increased to 2,000 shares of the Company's Common Stock.
Each RIC Director is entitled to receive cash compensation equal to the grant
date present value of such option determined by using the Black-Scholes option
pricing model; however, pursuant to a policy of RIC, at the direction of the RIC
Directors, such amounts are paid directly to RIC. The exercise price of all
options granted to non-employee Directors is the fair market value of the
Company's Common Stock on the date of grant. All of the options are exercisable
six months after the date of grant and expire ten years from the date of grant.
Shorter expiration periods may apply in the event an optionee dies, becomes
disabled or resigns from or does not stand for reelection to the Board. The
options will be adjusted for stock dividends, stock splits and certain other
corporate events that may occur in the future.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executive officers as well
as those officers of its subsidiaries who are members of executive management
(collectively "senior management") are made by the Compensation Committee of the
Board. The Committee determines the salaries of the Company's senior management
and reviews and approves annual management incentive programs and executive
benefits for senior management. It also administers the Stock Incentive Plan,
the Directors'
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<PAGE>
Option Plan, the Executive Voluntary Deferral Plan, the Outside Directors
Deferral Plan and the Executive Target Ownership Plan. The Committee reviews any
significant changes in the tax qualified employee pension benefit plans and the
Regional Management Incentive Programs. All decisions by the Compensation
Committee relating to the compensation of the Company's senior management are
reported to the full Board.
Under rules established by the Commission, the Company is required to
provide certain information with respect to the compensation and benefits
provided to the Company's Chairman and Chief Executive Officer, Charles H.
Foster, Jr., and the other executive officers of the Company, including the
Named Executive Officers. The report of the Compensation Committee set forth
below addresses the Company's compensation policies in effect for 1998.
Executive Compensation Policies
The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate pay with
the Company's annual and long-term performance goals, recognize individual
initiative and achievements, and assist the Company in attracting and retaining
highly qualified executives. They provide for competitive base salaries which
reflect individual performance and level of responsibility; annual variable
performance opportunities payable in cash and shares of the Company's Common
Stock on the basis of merit and for the achievement of financial and operating
performance goals established by the Committee; and long-term, stock-based
incentive opportunities which strengthen the mutuality of interests between
senior management and the Company's shareholders.
In furtherance of its responsibility to determine executive
compensation, the Compensation Committee annually, or more frequently, reviews
the Company's executive compensation program. The Compensation Committee
evaluates compensation structures and the financial performance of other
publicly held companies in the title insurance industry and in certain other
financial services sectors as well as the compensation of executive officers in
those companies in order to establish general parameters within which it may fix
competitive compensation for its executive officers. The insurance industry peer
group used for compensation analysis is included within, but is narrower than,
the peer group index in the performance graph included in this proxy statement
due to the small number of title companies on which compensation data is
publicly available. The Compensation Committee believes that compensation
comparisons are most appropriately made to executives within the insurance
industry peer group, with particular emphasis on comparable title insurance
companies. This group may change as the Company or its competitors change their
focus, merge or consolidate or as new competitors emerge.
The Compensation Committee then determines the appropriate salary and
management incentive using a number of factors, including the executive
officer's individual duties and responsibilities in the Company, relative
importance to the overall success of the Company's short- and
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<PAGE>
long-term goals and attainment of individual performance goals, if appropriate.
With respect to Mr. Foster, the Committee specifically considers the following
factors: integrity, vision, leadership, ability to meet agreed upon corporate
performance objectives, succession planning, shareholder relations and CEO-Board
relations, and it evaluates the overall performance of the Company, including
revenues, earnings, development of the organization and return on shareholder
equity. With respect to the other executive officers, including the Named
Executive Officers, the committee sets performance criteria, such as
profitability, growth and productivity, for the area or areas of Company
operations for which the executive is personally responsible and accountable.
Combining subjective and objective policies and practices, this
assessment process is undertaken annually, or more frequently, by the
Compensation Committee in order to implement the Company's pay-for-performance
policy, which focuses on an executive officer's total compensation, including
cash and non-cash compensation, from all sources.
Base Salaries and Annual Incentives
The Company's executive compensation program stresses incentive
opportunities linked to financial and operating performance and incorporates
competitive base salaries for senior management targeting the median for
comparable positions at comparable companies during 1998. Adjustments made to
executive base salaries normally take effect on April 1 of a given year;
however, base salary increases were effective in 1998 on March 1, 1998 because
of the Acquisition. Because of the Company's profitability and progress toward
strategic goals in 1997, and after a review and evaluation by the Committee of
the competitiveness of Mr. Foster's salary to those of other chief executive
officers of comparable companies, the Committee determined that Mr. Foster's
base salary would remain $500,000 as established on March 1, 1998.
The executive officers of the Company, including the Named Executive
Officers, were eligible for incentive compensation for their 1998 performance.
In 1998, the Company awarded annual incentives to certain members of senior
management including the Named Executive Officers out of an incentive pool based
on a multiple of the actual earnings per share of the Company. The Committee
intends to award annual incentives based on comparisons to peer group and
individual performance. The Compensation Committee review included an assessment
of the performance of selected individuals in achieving objective and subjective
quarterly and annual goals in his or her respective area of responsibility.
Based on the performance of the Company and his individual performance, Mr.
Foster's annual incentive award for 1998 was $600,000, compared to $352,800 for
1997.
Long-Term Incentives
The Committee administers the Stock Incentive Plan under which it has
granted to key executives stock options and shares of restricted Common Stock
based upon a determination of competitive aggregate compensation levels. The
primary objective of issuing stock-based incentives is
-11-
<PAGE>
to encourage significant investment in stock ownership by management and to
provide long-term financial rewards linked directly to market performance of the
Company's stock. The Committee believes that significant ownership of stock by
senior management is the best way to align the interests of management and the
shareholders, and the Company's stock incentive program is effectively designed
to further this objective.
Effective March 5, 1998, the Compensation Committee granted stock
options (the "1998 Options") to various executives, including the Named
Executive Officers. The Committee granted Mr. Foster a 1998 Option to acquire
10,000 shares of Common Stock. In addition, on April 6, 1998, the Committee
awarded Mr. Foster 9,000 shares of restricted Common Stock. In determining the
number of shares to be subject to the stock-based incentives granted to Mr.
Foster, the Committee evaluated Mr. Foster's overall compensation package
relative to that of other chief executives in the insurance industry peer group.
With respect to the allocation of available stock-based incentives among the
Named Executive Officers and other executives, the Committee is of the view
that, as a person's level of responsibility increases, greater portions of his
or her total compensation should be linked to the long-term performance of the
Company's Common Stock and return to its shareholders.
The exercise price of the 1998 Options is based on the closing price of
the Common Stock on the date of grant. The 1998 Options cannot be exercised
until six months after the date of grant and expire seven years from such date.
An earlier expiration date may apply in the event of an optionee's termination
of employment, retirement, death or disability. The 1998 Options and the
restricted Common Stock awarded in 1998 vest at the rate of 25% each year in
each of the four years following the date of grant.
Executive Target Ownership Plan
In 1998, the Company adopted the Executive Target Ownership Plan which
requires senior management to attain certain stock ownership levels and
therefore maintain a vested interest in the equity performance of the Company.
Over a five year period, the executives covered by the plan are expected to
reach certain ownership levels, which are expressed as a multiple of the
executive's base salary and which range from five times base salary, the level
applicable to Mr. Foster, to one time base salary depending on the executive's
position. Stock ownership for purposes of this plan includes (1) shares owned
outright by the executive, the executive's immediate family or a trust for the
executive's benefit, (2) vested shares held in a qualified benefit plan, (3) the
vested portion of restricted shares, (4) shares retained from the exercise of
options and (5) deferred stock units under the Executive Voluntary Deferral
Plan. Unexercised stock options do not count for purposes of this plan.
The tables which follow this report, and the accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.
-12-
<PAGE>
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended,
provides certain criteria for the tax deductibility of compensation in excess of
$1 million paid to the Company's executive officers. The Company intends to
qualify executive compensation for deductibility under Section 162(m) to the
extent consistent with the best interests of the Company. Since corporate
objectives may not always be consistent with the requirements of full
deductibility, it is conceivable that the Company may enter into compensation
arrangements in the future under which payments are not deductible under Section
162(m). Deductibility will not be the sole factor used by the Committee in
ascertaining appropriate levels or modes of compensation.
To meet the criteria applicable to performance-based compensation (as
defined in Section 162(m)), the Board of Directors has recommended that the
shareholders approve certain amendments to the Stock Incentive Plan, which would
cause future awards of stock options under the Stock Incentive Plan to be
performance-based. Because the Committee believes that flexibility in making
awards is an important feature of the Company's plans and one that serves the
best interests of the Company by allowing the Committee to recognize and
motivate individual executive officers based on individual performance factors
and other factors as the Committee may determine from time to time to be
relevant, the Committee does not propose at the present time to amend any plans
other than the Stock Incentive Plan to comply with the performance-based
criteria.
Compensation Committee
Marshall B. Wishnack, Chairman
George E. Bello
Theodore L. Chandler, Jr.
James Ermer
Eugene P. Trani
Richmond, Virginia
March 22, 1999
Compensation Committee Interlocks
and Insider Participation
Marshall B. Wishnack, Chairman of the Compensation Committee, is
Chairman and Chief Executive Officer of Wheat First Union, a division of First
Union Corporation. Various subsidiaries of First Union Corporation provide
investment banking and investment management services to the Company. Theodore
L. Chandler, Jr., a member of the Compensation Committee, is a member of the law
firm of Williams, Mullen, Christian & Dobbins, which acts as counsel to the
Company.
-13-
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31,
1998, 1997 and 1996, the cash compensation paid by the Company and its
subsidiaries, as well as certain other compensation paid or accrued for those
years, to each of the Named Executive Officers in all capacities in which they
served:
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- -----------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary ($) 1 Bonus ($) 2 Compensation($)3 Awards ($) Options (#) Compensation ($) 5
------------------ ---- ------------ ----------- ---------------- ---------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles H. Foster, Jr. 1998 $458,348 $600,000 -- $388,125 4 10,000 $42,078
Chairman and Chief 1997 250,008 352,800 -- 0 35,000 32,529
Executive Officer 1996 245,006 244,938 -- 0 50,000 26,307
Herbert Wender 1998 395,842 525,000 -- 301,875 4 8,000 5,577
Vice Chairman and
Chief Operating Officer
Janet A. Alpert 1998 306,666 335,000 -- 215,625 4 5,000 31,278
President 1997 189,996 235,200 -- 0 18,000 27,311
1996 186,249 163,292 -- 0 30,000 21,922
Jeffrey A. Tischler 1998 208,340 230,000 -- 172,500 4 6,000 20,927
Executive Vice
President, Chief
Financial Officer and
Treasurer
G. William Evans 1998 233,340 220,000 -- 172,500 4 2,000 21,426
Executive Vice 1997 147,501 138,916 -- 0 6,000 13,246
President-Information 1996 137,505 60,646 -- 0 9,000 10,751
Technology
</TABLE>
___________________
1 The amounts shown in this column for Mr. Wender and Mr. Tischler are
the salaries paid to them by the Company and its subsidiaries following the
Acquisition and their employment by the Company effective March 1, 1998.
2 In addition to the amounts shown in this column, on March 5, 1998, a
bonus of $750,000 ($600,000 of which was paid in shares of the Company's Common
Stock) was paid by the Company to Mr. Wender as a bonus for his 1997 performance
as Chairman and Chief Executive Officer of Commonwealth and Transnation,
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<PAGE>
and a bonus of $350,000 was paid by the Company to Mr. Tischler for his 1997
performance as Executive Vice President, Chief Financial and Administrative
Officer of Commonwealth and Transnation.
3 The dollar value of perquisites and other personal benefits received
by each of the Named Executive Officers during each of the fiscal years ended
December 31, 1998, 1997 and 1996 did not exceed the lesser of $50,000 or 10% of
the total amount of salary and bonus reported for each in such years.
4 The amounts in this column are the dollar values, based on a $43.125
closing price of a share of Common Stock on April 6, 1998 as reported on the New
York Stock Exchange, of the following number of shares of restricted Common
Stock awarded on such date to the Named Executive Officers: Mr. Foster, 9,000
shares; Mr. Wender, 7,000 shares; Ms. Alpert, 5,000 shares; Mr. Tischler, 4,000
shares; and Mr. Evans, 4,000 shares. On March 1, 1999, and on each of the three
successive anniversary dates of such date, the awards vest for 25% of the shares
of Common Stock covered by such awards. The number of shares of restricted
Common Stock held by each of the Named Executive Officers on December 31, 1998,
and the dollar value of such shares on such date based on a $55.813 closing
price of a share of Common Stock on such date as reported on the New York Stock
Exchange, were as follows: Mr. Foster, 9,000 shares, $502,317; Mr. Wender, 7,000
shares, $390,691; Ms. Alpert, 5,000 shares, $279,065; Mr.Tischler, 4,000 shares,
$223,252; and Mr. Evans, 4,000 shares, $223,252. Dividends will be paid on the
shares of restricted Common Stock awarded on April 6, 1998 to the Named
Executive officers.
5 "All Other Compensation" includes the following for the fiscal year
ended December 31, 1998: (a) $7,680, $5,577, $7,680, $6,077 and $7,680 for Mr.
Foster, Mr. Wender, Ms. Alpert, Mr. Tischler and Mr. Evans, respectively,
representing total contributions of $34,694 to the Company's 401(k) Plan on
behalf of each of the Named Executive Officers to match 1998 pre-tax elective
deferral contributions (included under Salary) made by each to such plan; (b)
$5,535 and $4,473 of accrued interest on income deferred in 1986, 1987, 1988 or
1989 by Mr. Foster and Ms. Alpert, respectively, under the Lawyers Title
Deferred Income Plan (computed assuming that each of the participating Named
Executive Officers satisfies all conditions necessary to earn the highest
interest rate payable under such plan), to the extent the total interest accrued
with respect to such income amounts during 1998 exceeded 120% of the applicable
federal long term rate provided under Section 1274(d) of the Internal Revenue
Code of 1986, as amended; and (c) $28,863, $19,125, $14,850 and $13,746 for Mr.
Foster, Ms. Alpert, Mr. Tischler and Mr. Evans, respectively, representing
compensation attributable to life insurance premiums paid by the Company in 1998
pursuant to the Company's split-dollar life insurance plan.
Stock Options
The following tables contain information concerning grants of stock
options to the Named Executive Officers during the fiscal year ended December
31, 1998, exercises of stock options by the Named Executive Officers in such
fiscal year and the fiscal year-end value of all unexercised stock options held
by the Named Executive Officers.
-15-
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------
Number of
Securities % of Total Options
Underlying Granted to Grant Date
Options Employees in Exercise or Expiration Present
Name Granted (#) 1 Fiscal Year Base Price ($/Sh) 2 Date 3 Value ($) 4
---- ------------- ----------- ------------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Charles H. Foster, Jr. 10,000 13.9% $43.60 3/5/05 $190,640
Herbert Wender 8,000 11.1 43.60 3/5/05 152,512
Janet A. Alpert 5,000 6.9 43.60 3/5/05 95,320
Jeffrey A. Tischler 6,000 8.3 43.60 3/5/05 114,384
G. William Evans 2,000 2.8 43.60 3/5/05 38,128
</TABLE>
__________________
1 The options become exercisable for 25% of the shares of Common Stock
of the Company covered by such options on each of the first four successive
anniversary dates of the date of grant. The options listed in the table were
granted on March 5, 1998.
2 The exercise price for the options listed in the table was the fair
market value on the date of grant. The exercise price may be paid in cash, in
shares of Common Stock of the Company valued at fair market value on the date of
exercise, or pursuant to a cashless exercise procedure under which the optionee
provides irrevocable instructions to a brokerage firm to sell the purchased
shares and to remit to the Company, out of the sale proceeds, an amount equal to
the exercise price plus all required withholding and other deductions.
3 The options listed in the table expire seven years from the date of
grant. An earlier expiration date may apply in the event of the optionee's
termination of employment, retirement, death or disability.
4 The Black-Scholes option pricing model was used to determine the
"Grant Date Present Value" of the options listed in the table. The model used
assumed a risk free interest rate of 5.69%, a dividend yield of .661% and a
volatility measure of .331, which is the variance on the rate of return on the
Common Stock of the Company over the most recent 250 trading day period prior to
the grant of the option. Because the magnitude of any nontransferability
discount is extremely difficult to determine, none was applied in determining
the value of the listed options.
-16-
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($) 2
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) 1 Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles H. Foster, Jr. 0 $ 0 181,312 68,000 $8,050,539 $2,253,563
Herbert Wender 0 0 0 8,000 0 97,700
Janet A. Alpert 9,271 529,748 67,750 37,250 2,819,289 1,249,203
Jeffrey A. Tischler 0 0 0 6,000 0 73,275
G. William Evans 3,900 200,981 16,750 12,000 689,972 390,675
</TABLE>
1 The value realized represents the difference between the exercise
price of the option and the fair market value of the Company's Common Stock on
the date of exercise.
2 The value of in-the-money options at fiscal year-end was calculated
by determining the difference between the fair market value of the Common Stock
of the Company underlying the options on December 31, 1998 and the exercise
price of the options.
Retirement Benefits
During 1998, the Company maintained the Lawyers Title Retirement Plan
and the Commonwealth Pension Plan. Both plans were non-contributory pension
plans. Ms. Alpert and Messrs. Foster and Evans were participants in the Lawyers
Title Retirement Plan; Messrs. Wender and Tischler were participants in the
Commonwealth Pension Plan. The normal retirement age under both plans was 65;
however, retirement before age 65 could be elected under certain conditions.
Effective January 1, 1999, the Commonwealth Pension Plan was merged
into the Lawyers Title Retirement Plan. The plan was further amended to convert
the plan to a cash balance design and was renamed the LandAmerica Cash Balance
Plan. All of the Named Executive Officers participate in the LandAmerica Cash
Balance Plan, a qualified defined benefit retirement plan.
Under the new design, a hypothetical cash balance account is
established for each participant for record keeping purposes. Each year a
participant's cash balance account is credited with (a) a compensation credit
based on the participant's age, service and compensation for that year and (b)
an interest credit based on the participant's account balances at the end of the
prior year. The compensation credit percentage is determined by the sum of the
participant's age and service at the beginning of the year, and ranges from 2%
for a sum of less than 35 to 5% for a sum of 80 or more. Interest credits for
the year are based on the average of 10-year Treasury bond rates in effect for
the
-17-
<PAGE>
month of November of the prior year. At retirement, the account balance may be
converted to various monthly benefit options based on actuarial factors defined
in the Cash Balance Plan, or may be paid in a lump sum benefit. Benefits for
participants who were eligible for early retirement on December 31, 1998 under
the terms of their former plan will be no less than benefits calculated under
the provisions of such former plan.
The Internal Revenue Code of 1986, as amended, limits (a) the annual
retirement benefit that may be paid under the LandAmerica Cash Balance Plan and
(b) the compensation that may be used in computing a benefit. The maximum
benefit limitation is adjusted each year to reflect the cost of living. For
1998, the maximum benefit limitation was $130,000 (based on a life annuity), and
the earnings limitation was $160,000.
Ms. Alpert and Messrs. Foster, Wender and Evans are also covered by the
Lawyers Title 1995 Benefit Restoration Plan, an unfunded plan designed to
restore to selected participants the benefits that cannot be paid under the
LandAmerica Cash Balance Plan due to the Internal Revenue Code maximum benefit
limitation, the earnings limitation, or both. The benefit payable under the
Lawyers Title 1995 Benefit Restoration Plan is the difference between the
benefit that would be payable under the LandAmerica Cash Balance Plan, but for
either or both of the Internal Revenue Code limitations, and the amount actually
payable under the LandAmerica Cash Balance Plan. The benefits under the Lawyers
Title 1995 Benefit Restoration Plan are payable for a period of 15 years.
Mr. Tischler is covered by a Supplemental Executive Retirement Plan
Agreement with Commonwealth and Transnation that provides a benefit at
retirement equal to 20% of the average of base salary received from February 1,
1994 to the date of retirement. The benefit is in addition to the benefits under
the LandAmerica Cash Balance Plan and is payable for a period of 10 years.
Assuming current salary and bonus levels (as reported in the Summary
Compensation Table) and participation until normal retirement at age 65, the
estimated total annual benefit payable to each of the Named Executive Officers
at normal retirement age under the LandAmerica Cash Balance Plan, and the
Lawyers Title 1995 Benefit Restoration Plan or the Commonwealth/Transnation
Supplemental Executive Retirement Plan Agreement, as applicable, is as follows:
Mr. Foster, $373,000; Mr. Wender, $346,000; Ms. Alpert, $218,000; Mr. Tischler,
$91,000; and Mr. Evans, $154,000.
-18-
<PAGE>
Contractual Obligations
Employment Agreements. In 1998, the Company entered into employment
agreements (the "Employment Agreements") with each of the Named Executive
Officers, pursuant to which Mr. Foster was employed for a three-year period, Mr.
Wender was employed for a period ending May 31, 1999, Ms. Alpert was employed
for a two-year period, and Mr. Evans and Mr. Tischler were each employed for a
one-year period. Under the Employment Agreements, the annual base salary of each
of the Named Executive Officers is as follows: Mr. Foster, $500,000; Mr. Wender,
$475,000; Ms. Alpert $330,000; Mr. Tischler, $250,000; and Mr. Evans, $250,000.
Mr. Wender was entitled to an annual bonus of not less than $500,000 for the
1998 fiscal year, and he is entitled to a bonus of $208,300 for the period from
January 1, 1999 to May 31, 1999. Each of the other Named Executive Officers
shall receive an annual bonus as established by the Compensation Committee. The
Employment Agreements provide that each of the executives is entitled to
participate in and receive all benefits under all incentive, savings,
retirement, welfare benefit, expense reimbursement, fringe benefit and other
plans and arrangements made available to peer executives of the Company.
Pursuant to the Acquisition and Mr. Wender's Employment Agreement, the Company
has agreed to assume all obligations through February 27, 1998, under the
Reliance Retirement Benefit Equalization Plan with respect to Mr. Wender.
Change of Control Agreements. To ensure that the Company will have the
continued dedicated service of certain executives notwithstanding the
possibility, threat or occurrence of a change of control, the Company has
entered into change of control employment agreements with certain executives,
including the Named Executive Officers. The agreements generally provide that if
the executive is terminated other than for cause within three years after a
change of control of the Company, or if the executive terminates his employment
for good reason within such three-year period or voluntarily during the 30-day
period following the first anniversary of the change of control, the executive
is entitled to receive "severance benefits." Severance benefits include a lump
sum severance payment equal to up to three times the sum of the officer's base
salary and highest annual bonus, together with certain other payments and
benefits, including continuation of employee welfare benefits and, under most of
the agreements, an additional payment to compensate the executive for certain
excise taxes imposed on certain change of control payments.
The Board of Directors believes that the change of control employment
agreements benefit the Company and its shareholders by securing the continued
service of key management personnel and by enabling management to perform its
duties and responsibilities without the distracting uncertainty associated with
a change of control.
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<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to the
shareholders of the Company for the last five fiscal years with the total return
on the Standard & Poors 500 Index and the Nasdaq Insurance Index, assuming the
investment of $100 in the Company's Common Stock on December 31, 1993, and the
reinvestment of all dividends.
[GRAPH]
<TABLE>
<CAPTION>
===============================================================================================================
LANDAMERICA FINANCIAL GROUP, INC.
CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
============================= ======================== =========================== ============================
NASDAQ
LandAmerica S&P 500 Index Insurance Index
============================= ======================== =========================== ============================
<S> <C> <C> <C>
12/31/93 $100 $100 $100
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/94 58 101 94
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/95 108 139 134
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/96 112 171 152
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/97 181 228 223
- ----------------------------- ------------------------ --------------------------- ----------------------------
12/31/98 322 294 199
============================= ======================== =========================== ============================
</TABLE>
-20-
<PAGE>
Proposal Two
APPROVAL OF AMENDMENTS TO THE
LANDAMERICA FINANCIAL GROUP, INC.
1991 STOCK INCENTIVE PLAN
The LandAmerica Financial Group, Inc. 1991 Stock Incentive Plan (the
"Plan") authorizes the award of shares of Common Stock, restricted stock,
incentive stock options, non-qualified stock options and stock appreciation
rights (collectively, "Stock Incentives") to officers, Directors or employees of
the Company or of any subsidiary of the Company designated and upon terms
determined by the Compensation Committee (the "Committee"). The Plan is intended
to facilitate stock ownership and increase the interest of key employees in the
growth and performance of the Company.
To permit the Company to take certain deductions for executive
compensation in excess of $1 million pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended, the Board of Directors has unanimously
adopted, and recommends that the shareholders approve, amendments to the Plan to
provide that (i) no individual may be granted Stock Incentives in any calendar
year for more than 200,000 shares of Common Stock and (ii) the exercise price
for a stock option shall not be less than the fair market value of a share of
Common Stock on the date of grant. Except for a similar minimum exercise price
requirement for incentive stock options, the Plan currently does not contain
provisions comparable to the proposed amendments. The full text of the proposed
amendments to the Plan is set forth in Exhibit A to this Proxy Statement.
The number and type of awards that may be granted in the future under
the Plan, as well as the number of eligible employees who may be granted such
awards, are not determinable at this time. Currently, there are approximately 28
active employees and 8 active non-employee Directors who are participants in the
Plan.
Since shareholder approval of the Plan in 1991, the Committee has only
granted non-qualified stock options at option prices equal to the fair market
value of a share of Common Stock on the dates of grant. Currently, fair market
value is generally defined under the Plan to mean, on a given day, the closing
price of a share of Common Stock on the New York Stock Exchange. The closing
price for a share of the Company's Common Stock on the New York Stock Exchange
on February 17, 1999 was $44.00.
While the Committee to date has granted only non-qualified stock
options, Common Stock and restricted stock and does not presently anticipate
awarding any other Stock Incentives, it has been advised by counsel regarding
the federal income tax consequences of each of the Stock Incentives that may be
awarded under the Plan if the proposal is approved.
-21-
<PAGE>
No income is recognized by a participant at the time an option is
granted. If the option is an incentive stock option, no income will be
recognized upon the participant's exercise of the option. Income is recognized
by a participant when he disposes of shares acquired under an incentive stock
option. The exercise of a non-qualified stock option generally is a taxable
event that requires the participant to recognize, as ordinary income, the
difference between the share's fair market value on the date of exercise and the
option exercise price.
A participant recognizes income upon the receipt of an award of Common
Stock equal to the Fair Market Value of the Common Stock. Income is generally
recognized on account of an award of restricted stock when the shares first
become transferable or are no longer subject to a substantial risk of
forfeiture. At that time the participant recognizes income equal to the fair
market value of the restricted stock.
The employer (either the Company or a subsidiary) will be entitled to
claim a federal income tax deduction on account of the exercise of a
non-qualified stock option, the award of Common Stock, or the vesting of a
restricted stock award. The amount of the deduction is equal to the ordinary
income recognized by the participant. The employer will not be entitled to a
federal income tax deduction on account of the grant or the exercise of an
incentive stock option. The employer may claim a federal income tax deduction on
account of certain dispositions of Common Stock received upon exercise of an
incentive stock option.
In order to be adopted, the proposed amendments to the Plan must be
approved by the holders of a majority of the shares of Common Stock present or
represented by properly executed and delivered proxies at the Annual Meeting.
The Board of Directors recommends that the shareholders vote in favor
of Proposal Two.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Ernst & Young LLP as independent public accountants to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1999. Representatives of Ernst & Young LLP will be present at the
Annual Meeting, will be available to respond to appropriate questions and may
make a statement if they so desire.
PROPOSALS FOR 2000 ANNUAL MEETING
Under the regulations of the Commission, any shareholder desiring to
make a proposal to be acted upon at the 2000 Annual Meeting of Shareholders must
cause such proposal to be delivered, in proper form, to the Secretary of the
Company, whose address is 101 Gateway Centre Parkway,
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<PAGE>
Gateway One, Richmond, Virginia 23235-5153, no later than December 9, 1999, in
order for the proposal to be considered for inclusion in the Company's Proxy
Statement and form of proxy for that meeting. The Company anticipates holding
the 2000 Annual Meeting of Shareholders on May 16, 2000.
The Company's Bylaws also prescribe the procedure a shareholder must
follow to nominate Directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for Director or to bring
other business before a meeting, notice must be received by the Secretary of the
Company not less than 60 days and not more than 90 days prior to the date of the
meeting. Based on an anticipated date of May 16, 2000 for the 2000 Annual
Meeting of Shareholders, the Company must receive such notice no later than
March 17, 2000 and no earlier than February 16, 2000. Notice of a nomination for
Director must describe various matters regarding the nominee and the shareholder
giving the notice. Notice of other business to be brought before the meeting
must include a description of the proposed business, the reasons therefor, and
other specified matters. Any shareholder may obtain a copy of the Company's
Bylaws, without charge, upon written request to the Secretary of the Company.
OTHER MATTERS
THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998, INCLUDING FINANCIAL STATEMENTS, IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1998
FILED WITH THE COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO THE SECRETARY OF THE COMPANY, WHOSE ADDRESS IS 101 GATEWAY CENTRE
PARKWAY, GATEWAY ONE, RICHMOND, VIRGINIA 23235-5153 OR BY VISITING THE COMPANY'S
WEBSITE AT WWW.LANDAM.COM.
-23-
<PAGE>
EXHIBIT A
LANDAMERICA FINANCIAL GROUP, INC.
1991 STOCK INCENTIVE PLAN
Statement of Amendments
Effective May 18, 1999
Note: Words underlined and bolded below are to be added by the proposed
amendments and words crossed out below are to be deleted by the proposed
amendments.
1. Section 4.02 is amended to read as follows:
4.02 Grants and Awards. The Committee will designate individuals to
whom Grants and/or Awards are to be issued and will specify the number of shares
of Common Stock subject to each such Grant or Award. An Option may be granted
alone or in addition to other Grants and/or Awards under the Plan. The Committee
shall have the authority to grant any Participant Incentive Stock Options,
Non-Qualified Stock Options or both types of Options (in each case with or
without a related SAR); provided, however, that Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). An SAR may be granted with or without a
related Option. All Grants or Awards issued under this Plan shall be evidenced
by Agreements which shall be subject to applicable provisions of this Plan and
to such other provisions as the Committee may determine. No Participant may be
granted Options that are Incentive Stock Options, or related SARs (under all
Incentive Stock Option Plans of the Company and Affiliates) which are first
exercisable in any calendar year for stock having an aggregate Fair Market Value
(determined as of the date an Option is granted) exceeding $100,000. [START OF
UNDERLINE AND BOLD] No Participant may receive Grants or Awards under the Plan
with respect to more than 200,000 shares of Common Stock during any one year
period, which for purposes of this Plan shall mean the calendar year. [END OF
UNDERLINE AND BOLD]
2. Article VI is amended to read as follows:
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee [START OF UNDERLINE AND BOLD], but [END
OF UNDERLINE AND BOLD] [START OF CROSS OUT] on the date of grant; provided,
however, that in the case of an Option that is an Incentive Stock Option, the
price per share [END OF CROSS OUT] shall not be less than the Fair Market Value
on [START OF CROSS OUT] such date [END OF CROSS OUT] [START OF UNDERLINE AND
BOLD] the date of grant. [END OF UNDERLINE AND BOLD]
A-1
<PAGE>
3. Section 13.07 is amended to read as follows:
13.07 Effective Date. This Plan was initially approved by the Board of
Directors and shareholders of the Company effective as of October 1, 1991.
Amendments to the Plan were approved by the Board of Directors and shareholders
of the Company effective as of May 16, 1995, by the Board of Directors of the
Company effective as of May 21, 1996, by the Executive Committee on behalf of
the Board effective as of November 1, 1996 [START OF CROSS OUT], and [END OF
CROSS OUT] by the Board of Directors of the Company effective as of June 16,
1998 [START OF UNDERLINE AND BOLD] and by the Board of Directors and
shareholders of the Company effective as of May 18, 1999. [END OF UNDERLINE AND
BOLD]
A-2
<PAGE>
[PROXY CARDS AND VOTING INSTRUCTIONS]
LANDAMERICA FINANCIAL GROUP, INC.
April 7, 1999
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are issues related to the management and operation of the Company that require
your immediate attention and approval. These are discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 18,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints John M. Carter, Russell W. Jordan, III and
Jeffrey A. Tischler, and each or any of them, proxies for the undersigned, with
power of substitution, to vote all the shares of Common Stock of LandAmerica
Financial Group, Inc. held of record by the undersigned on April 1, 1999, at the
Annual Meeting of Shareholders to be held at 10:00 a.m. May 18, 1999, and at any
adjournments thereof, upon the matters listed on the reverse side, as more fully
set forth in the Proxy Statement, and for the transaction of such other business
as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on this Proxy. Attorneys-in-fact,
executors, trustees, guardians, corporate officers, etc. should give full title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -----------------------------------------------------
For All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All Except
Nominees Withhold
- -----------------------------------------------------
J. Garnett Nelson _ _ _
COMMON STOCK Robert F. Norfleet, Jr. |_| |_| |_|
Robert M. Steinberg
Eugene P. Trani
CONTROL NUMBER:
RECORD DATE SHARES:
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your Shares will be voted "For" the remaining Nominee(s).
For Against Abstain
2. Proposal to approve amendments to the _ _ _
LandAmerica Financial Group, Inc. 1991 |_| |_| |_|
Stock Incentive Plan.
---------- _
Please be sure to sign and date this Date Mark box at right if an address change or comment has been noted on |_|
Proxy. the reverse side of this card.
- ------------------------------------------ ----------
Shareholder sign here Co-owner sign here
- -----------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
April 7, 1999
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 18,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO TRUSTEE, LANDAMERICA FINANCIAL GROUP, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 10.4 of the LandAmerica Financial Group, Inc. Savings and
Stock Ownership Plan, you are directed to vote, in person or by proxy, the whole
shares of Common Stock of LandAmerica Financial Group, Inc. credited to the
undersigned Participant's Account as of April 1, 1999, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on
May 18, 1999, and at any adjournments thereof, upon the matters listed on the
reverse side, as more fully set forth in the Proxy Statement, and for the
transaction of such other business as may properly come before the Meeting.
THIS VOTING INSTRUCTION WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE SHARES OF LANDAMERICA FINANCIAL GROUP, INC. COMMON STOCK CREDITED
TO YOUR PARTICIPANT'S ACCOUNT WILL BE VOTED IN THE SAME PROPORTION AS THOSE
SHARES OF LANDAMERICA FINANCIAL GROUP, INC. COMMON STOCK FOR WHICH THE TRUSTEE
HAS RECEIVED PROPER VOTING INSTRUCTIONS WITH RESPECT TO PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -----------------------------------------------------
For All
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All Except
Nominees Withhold
- -----------------------------------------------------
_ _ _
LANDAMERICA FINANCIAL GROUP, INC. J. Garnett Nelson |_| |_| |_|
SAVINGS AND STOCK OWNERSHIP PLAN Robert F. Norfleet, Jr.
Robert M. Steinberg
Eugene P. Trani
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your Shares will be voted "For" the remaining Nominee(s).
CONTROL NUMBER: For Against Abstain
RECORD DATE SHARES: 2. Proposal to approve amendments to the _ _ _
LandAmerica Financial Group, Inc. 1991 |_| |_| |_|
Stock Incentive Plan.
---------- _
Please be sure to sign and date this Date Mark box at right if an address change or comment has been noted on |_|
Voting Instruction. the reverse side of this card.
- ------------------------------------------ ----------
Participant sign here
- -----------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
April 7, 1999
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 18,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO ADMINISTRATOR, LAWYERS TITLE INSURANCE CORPORATION
1995 STOCK PURCHASE PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 10 of the Lawyers Title Insurance Corporation 1995 Stock
Purchase Plan, you are directed to vote, in person or by proxy, the whole shares
of Common Stock of LandAmerica Financial Group, Inc. credited to the undersigned
Participant's Account as of February 28, 1999, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on
May 18, 1999, and at any adjournments thereof, upon the matters listed on the
reverse side, as more fully set forth in the Proxy Statement, and for the
transaction of such other business as may properly come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
ADMINISTRATOR, THE ADMINISTRATOR MAY VOTE THE SHARES AT ITS DISCRETION.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -----------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors For All For All
Nominees Withhold Except
- -----------------------------------------------------
J. Garnett Nelson _ _ _
LAWYERS TITLE INSURANCE CORPORATION Robert F. Norfleet, Jr. |_| |_| |_|
1995 STOCK PURCHASE PLAN Robert M. Steinberg
Eugene P. Trani
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your Shares will be voted "For" the remaining Nominee(s).
CONTROL NUMBER: For Against Abstain
RECORD DATE SHARES: 2. Proposal to approve amendments to the _ _ _
LandAmerica Financial Group, Inc. 1991 |_| |_| |_|
Stock Incentive Plan.
---------- _
Please be sure to sign and date this Date Mark box at right if an address change or comment has been noted on |_|
Voting Instruction. the reverse side of this card.
- ------------------------------------------ ----------
Participant sign here
- -----------------------------------------------------
</TABLE>
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
April 7, 1999
Dear Participant:
Please take note of the important information enclosed with this Voting
Instruction. There are issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this Voting Instruction to indicate how your shares
will be voted. Then sign the card, detach it and return your Voting Instruction
in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 18,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
<PAGE>
LANDAMERICA FINANCIAL GROUP, INC.
TO TRUSTEE, UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
AND DESIGNATED AFFILIATED COMPANIES EMPLOYEES' STOCK PURCHASE PLAN
This Voting Instruction is Solicited on Behalf of the Board of Directors of
LandAmerica Financial Group, Inc.
Pursuant to Section 13.02 of the Universal Leaf Tobacco Company, Incorporated
and Designated Affiliated Companies Employees' Stock Purchase Plan, you are
directed to vote, in person or by proxy, the whole shares of Common Stock of
LandAmerica Financial Group, Inc. credited to the undersigned Participant's
Account as of March 1, 1999, at the Annual Meeting of Shareholders of
LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on May 18, 1999, and
at any adjournments thereof, upon the matters listed on the reverse side, as
more fully set forth in the Proxy Statement, and for the transaction of such
other business as may properly come before the Meeting.
THIS VOTING INSTRUCTION, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE BY THE UNDERSIGNED PARTICIPANT. IF NO DIRECTION IS
MADE, OR IF A VOTING INSTRUCTION IS NOT PROPERLY EXECUTED AND RECEIVED BY THE
TRUSTEE, THE SHARES OF LANDAMERICA FINANCIAL GROUP, INC. COMMON STOCK CREDITED
TO YOUR PARTICIPANT'S ACCOUNT WILL BE VOTED IN THE SAME PROPORTION AS THOSE
SHARES OF LANDAMERICA FINANCIAL GROUP, INC. COMMON STOCK FOR WHICH THE TRUSTEE
HAS RECEIVED PROPER VOTING INSTRUCTIONS WITH RESPECT TO PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears on this Voting Instruction
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
- ------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -----------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All For All
Nominees Withhold Except
- -----------------------------------------------------
_ _ _
UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND J. Garnett Nelson |_| |_| |_|
DESIGNATED AFFILIATED COMPANIES Robert F. Norfleet, Jr.
EMPLOYEES' STOCK PURCHASE PLAN Robert M. Steinberg
Eugene P. Trani
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your Shares will be voted "For" the remaining Nominee(s).
CONTROL NUMBER: For Against Abstain
RECORD DATE SHARES: 2. Proposal to approve amendments to the _ _ _
LandAmerica Financial Group, Inc. |_| |_| |_|
1991 Stock Incentive Plan.
---------- _
Please be sure to sign and date this Date Mark box at right if an address change or comment has been noted on |_|
Voting Instruction. the reverse side of this card.
- ------------------------------------------ ----------
Participant sign here
- -----------------------------------------------------
</TABLE>
