As filed with the Securities and Exchange Commission on November 15, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LANDAMERICA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1589611
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
101 Gateway Centre, Gateway One, Richmond, Virginia 23235-5153
(Address of Principal Executive Offices) (Zip Code)
__________________
LANDAMERICA FINANCIAL GROUP, INC.
EXECUTIVE VOLUNTARY DEFERRAL PLAN
(Full Title of the Plan)
Russell W. Jordan, III, Esquire
Senior Vice President and General Counsel
LandAmerica Financial Group, Inc.
101 Gateway Centre, Gateway One
Richmond, Virginia 23235-5153
(804) 267-8000
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
___________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================== =================== ====================== ======================= =============
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price per Aggregate Offering Registration
to be Registered Registered Obligation Price Fee
------------------------------------- ------------------- ---------------------- ----------------------- -------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1)................... $8,000,000 (2)(3) 100% $8,000,000 (2) $2,112
===================================== =================== ====================== ======================= =============
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
LandAmerica Financial Group, Inc. to pay deferred compensation in the
future in accordance with the terms of the LandAmerica Financial Group,
Inc. Executive Voluntary Deferral Plan. Pursuant to Rule 416(c) under
the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) and is
based upon an estimate of the amount of compensation to be deferred by
participants.
(3) Pursuant to Rule 429(b) under the Securities Act of 1933, as amended,
the prospectus delivered under the LandAmerica Financial Group, Inc.
Executive Voluntary Deferral Plan constitutes a combined prospectus,
and the Registrant is carrying forward $1,351,032 of Deferred
Compensation Obligations in connection with this registration in
addition to the $8,000,000 of Deferred Compensation Obligations being
registered herewith. The amount of the registration fee associated with
such Deferred Compensation Obligations that was previously paid with
the Registration Statement on Form S-8, Registration No. 333-89959, was
$375.63.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K (the "Form 10-K")
for the fiscal year ended December 31, 1999, File No. 1-13990;
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on May 16, 2000
that have been incorporated by reference into the Form 10-K;
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30,
2000, File No. 1-13990;
(4) the Registrant's Current Report on Form 8-K, filed on August
7, 2000, File No. 1-13990; and
(5) the description of the Registrant's Common Stock and
associated preferred share purchase rights contained in the
Registrant's Amendment No. 4 to Form 8-A, filed on August 7,
2000, File No. 1-13990.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
The securities being registered are deferred compensation obligations
("Deferred Compensation Obligations") of the Registrant under the LandAmerica
Financial Group, Inc. Executive Voluntary Deferral Plan (the "Plan"). The
following description of the Deferred Compensation Obligations is qualified in
its entirety by reference to the complete text of the Plan set forth as Exhibit
10.31 to the Registrant's Form 10-K for the year ended December 31, 1998.
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Capitalized terms used in this Item 4 and not otherwise defined in this
Registration Statement shall have the respective meanings attributed to such
terms in the Plan.
The Deferred Compensation Obligations incurred by the Registrant under
the Plan are unsecured general obligations of the Registrant, and will rank
equally with other unsecured and unsubordinated indebtedness of the Registrant
outstanding from time to time. The Plan is unfunded, and the Registrant is not
required to set aside assets to be used for payment of the Deferred Compensation
Obligations. Because the Registrant is a holding company and its principal
assets are its operating subsidiaries, the Registrant's ability to make payments
to Participants in connection with Deferred Compensation Obligations under the
Plan may be subject to the availability of funds from such subsidiaries. In
addition, the right of the Registrant (and hence the rights of creditors of the
Registrant, including Participants in the Plan) to participate in a distribution
of the assets of a subsidiary of the Registrant upon its liquidation or
reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor may be recognized.
Under the Plan, the Registrant will provide a select group of its
executives who have the rank of Senior Vice-President or higher with the
opportunity to elect to defer part or all of the Bonus payable to such
executives during any Plan Year. The Registrant will establish a Deferred Cash
Account and a Deferred Stock Unit Account for each executive who elects to
participate in the Plan. A Participant may designate a fixed dollar amount or a
percentage to be deducted from his or her Bonus ("Deferral Contribution") and
shall indicate how the Deferral Contribution is to be allocated between the
Participant's Deferred Cash Account and the Participant's Deferred Stock Unit
Account. The maximum deferral during any Plan Year is 100% of the amount of any
Bonus. Amounts credited to the Participant's Deferred Cash Account earn interest
at the Rate of Return (initially 8%), subject to increase by the Compensation
Committee.
Except as otherwise provided in the Plan, a Participant's Deferred
Stock Unit Account will be treated as if it were invested in Deferred Stock
Units that are equivalent in value to the fair market value of the shares of the
Registrant's common stock in accordance with the rules set forth in the Plan. A
Participant who makes a Deferral Contribution for a given Plan Year into the
Participant's Deferred Stock Unit Account is entitled to receive a Deferral
Premium of additional Deferred Stock Units equal to 20% of the Participant's
Deferral Contribution to his Deferred Stock Unit Account for such Plan Year.
Before the Benefit Commencement Date, the number of Deferred Stock Units
credited to a Participant's Deferred Stock Unit Account will be increased on
each date on which a dividend is paid on the Registrant's common stock. The
number of additional Deferred Stock Units credited to a Participant's Deferred
Stock Unit Account as a result of such increase will be determined by (i)
multiplying the total number of Deferred Stock Units (with fractional Deferred
Stock Units rounded off to the nearest thousandth) credited to the Participant's
Deferred Stock Unit Account immediately before such increase by the amount of
the dividend paid per share of the Registrant's common stock on the dividend
payment date, and (ii) dividing the product so determined by the Closing Price
of the Registrant's common stock on the dividend payment date. The dollar value
of the Deferred Stock Units credited to a Participant's Deferred Stock Unit
Account on any date will be determined by multiplying the number of Deferred
Stock Units (including fractional Deferred
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<PAGE>
Stock Units) credited to the Participant's Deferred Stock Unit Account by the
Closing Price on that date.
The amounts deferred by Participants under the Plan represent an
obligation of the Registrant to make payments to the Participants at some time
in the future. The amount that the Registrant is required to pay to any
Participant under the terms of the Plan is equal to the Deferral Contributions
made by the Participant, as adjusted for hypothetical gains or losses
attributable to the deemed investment of such Deferral Contributions in shares
of the Registrant's common stock. The Participant's Deferral Cash Account and
Deferred Stock Unit Account reflect the Deferral Contributions and the
adjustments made thereto.
The amounts payable to Participants under the Plan are distributed in
accordance with the distribution provisions of the Plan. Generally, such
distributions are made as of the Benefit Commencement Date specified in the
Participant's Deferral Election. Payment of benefits may either be in a lump sum
or in installments at the Participant's election. The Plan also provides for
interim distributions of amounts payable from the Participant's Deferral
Contribution Account and for withdrawal of Plan amounts in the event of a
financial emergency. The Registrant is entitled to withhold all federal, state
and local income, employment and other taxes required to be withheld by the
Registrant in connection with payments to be made to Participants under the
Plan.
A Participant who elects to receive distribution of his Accounts in
quarterly installments will not have his or her Deferred Stock Unit Account
credited with Deferred Stock Units on or after the Benefit Commencement Date. On
the Benefit Commencement Date, the Deferred Stock Unit Account of a Participant
who has elected to receive his Deferral Benefit in quarterly installments will
be converted to a Deferred Cash Account which shall be combined with the
Participant's existing Deferred Cash Account. The Deferred Cash Account
continues to accrue interest at the Rate of Return.
Each Participant is at all times 100% vested in all Deferral
Contributions, as well as in any appreciation (or depreciation) in the amount
thereof due to appreciation or depreciation in the Registrant's common stock.
However, the Participant shall forfeit a Deferral Premium (and any dividends
credited to the Participant's Deferred Stock Unit Account as a result of such
Deferred Premium) if the Participant leaves the Registrant's employ for any
reason other than death, Disability, Retirement or a Change of Control before
the second anniversary on which the Deferral Premium was awarded.
The Registrant reserves the right to amend or terminate the Plan,
provided that any such amendment does not decrease or restrict the value of a
Participant's account balance under the Plan in existence at the time the
amendment is made. Moreover, the Registrant reserves the right to unilaterally
shorten the Deferral Period of any Participant, if it determines that to do so
will be fair and equitable to the Participant.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has
rendered its opinion that the Deferred Compensation Obligations, when issued
pursuant to the terms and conditions of the Plan, will be legal, valid and
binding obligations of the Registrant. Julious P. Smith, Jr., a principal in
Williams, Mullen, Clark & Dobbins, is a director of the Registrant and
beneficially owned an aggregate of 2,000 shares of Common Stock as of October
31, 2000. Other attorneys employed by the firm beneficially owned an aggregate
of 20,815 shares of the Registrant's Common Stock as of October 31, 2000.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he or she has met
the standard of conduct prescribed by the Code, and a determination is made by
the board of directors that such standard has been met. In a proceeding by or in
the right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the full extent
permitted by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages to the full
extent permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of this
Registration Statement:
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3A of the Registrant's Form 10
Registration Statement, as amended, File No. 0-19408.
4.2 Articles of Amendment of Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registration Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit
3B of the Registrant's Form 10 Registration Statement, as
amended, File No. 0-19408.
4.4 Amended and Restated Rights Agreement, dated as of August 20,
1997, between the Registrant and Wachovia Bank, N.A., as
Rights Agent, which Amended and Restated Rights Agreement
includes an amended Form of Rights Certificate, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated August 20, 1997, File No. 1-13990.
4.5 First Amendment to Amended and Restated Rights Agreement,
dated as of December 11, 1997, between the Registrant and
Wachovia Bank, N.A., as Rights Agent, incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K, dated December 11, 1997, File No. 1-13990.
4.6 Second Amendment to Amended and Restated Rights Agreement,
dated as of June 1, 1999, between the Company, Wachovia Bank,
N.A., as Rights Agent, and State Street Bank and Trust
Company, as Successor Rights Agent, incorporated by reference
to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
dated June 1, 1999, File No. 1-13990.
4.7 Third Amendment to Amended and Restated Rights Agreement,
dated as of July 26, 2000, between the Company and State
Street Bank and Trust Company, as Rights Agent, incorporated
by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated July 26, 2000, File No. 1-13990.
4.8 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.6 of the Registrant's Form 8-A Registration
Statement, filed February 27, 1998, File No. 1-13990.
4.9 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Registrant's Form 8-A Registration Statement, filed February
27, 1998, File No. 1-13990.
II-6
<PAGE>
4.10 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, incorporated by reference to Exhibit 10.31 of the
Registrant's Form 10-K for the year ended December 31, 1998,
File No. 1-13990.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
------------
*Filed herewith
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
II-7
<PAGE>
provided, however, that paragraph (1)(i) and (1)(ii)
shall not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 15th
day of November, 2000.
LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ Charles H. Foster, Jr.
---------------------------------------
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Russell W. Jordan, III and John
M. Carter, each of whom may act individually, as attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
schedules or exhibits thereto, and any and all supplements or other documents to
be filed with the Securities and Exchange Commission pertaining to the
registration of securities covered hereby, with full power and authority to do
and perform any and all acts and things as may be necessary or desirable in
furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles H. Foster, Jr. Chairman and Chief Executive November 15, 2000
---------------------------------------------- Officer and Director
Charles H. Foster, Jr.
/s/ Janet A. Alpert President and Director November 15, 2000
----------------------------------------------
Janet A. Alpert
/s/ Theodore L. Chandler, Jr. Senior Executive Vice President November 15, 2000
---------------------------------------------- and Director
Theodore L. Chandler, Jr.
/s/ G. William Evans Executive Vice President November 15, 2000
---------------------------------------------- and Chief Financial Officer
G. William Evans
<PAGE>
Signature Title Date
--------- ----- ----
/s/ John R. Blanchard Senior Vice President - Corporate November 15, 2000
---------------------------------------------- Controller
John R. Blanchard
Director November __, 2000
----------------------------------------------
Herbert Wender
/s/ Robert F. Norfleet, Jr. Director November 15, 2000
----------------------------------------------
Robert F. Norfleet, Jr.
/s/ Eugene P. Trani Director November 15, 2000
----------------------------------------------
Eugene P. Trani
/s/ Marshall B. Wishnack Director November 15, 2000
----------------------------------------------
Marshall B. Wishnack
Director November __, 2000
----------------------------------------------
Michael Dinkins
/s/ James Ermer Director November 15, 2000
----------------------------------------------
James Ermer
/s/ John P. McCann Director November 15, 2000
----------------------------------------------
John P. McCann
/s/ Julious P. Smith, Jr. Director November 15, 2000
----------------------------------------------
Julious P. Smith, Jr.
Director November __, 2000
----------------------------------------------
Lowell C. Freiberg
Director November __, 2000
----------------------------------------------
George E. Bello
Director November __, 2000
----------------------------------------------
Howard E. Steinberg
</TABLE>
<PAGE>
EXHIBIT INDEX
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TO
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 3A of the Registrant's Form 10 Registration
Statement, as amended, File No. 0-19408.
4.2 Articles of Amendment of Articles of Incorporation of the
Registrant, incorporated by reference to Exhibit 4.2 of the
Registration Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
4.3 Bylaws of the Registrant, incorporated by reference to Exhibit 3B
of the Registrant's Form 10 Registration Statement, as amended,
File No. 0-19408.
4.4 Amended and Restated Rights Agreement, dated as of August 20,
1997, between the Registrant and Wachovia Bank, N.A., as Rights
Agent, which Amended and Restated Rights Agreement includes an
amended Form of Rights Certificate, incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K, dated
August 20, 1997, File No. 1-13990.
4.5 First Amendment to Amended and Restated Rights Agreement, dated
as of December 11, 1997, between the Registrant and Wachovia
Bank, N.A., as Rights Agent, incorporated by reference to Exhibit
4.1 of the Registrant's Current Report on Form 8-K, dated
December 11, 1997, File No. 1-13990.
4.6 Second Amendment to Amended and Restated Rights Agreement, dated
as of June 1, 1999, between the Company, Wachovia Bank, N.A., as
Rights Agent, and State Street Bank and Trust Company, as
Successor Rights Agent, incorporated by reference to Exhibit 4.1
of the Registrant's Current Report on Form 8-K, dated June 1,
1999, File No. 1-13990.
4.7 Third Amendment to Amended and Restated Rights Agreement, dated
as of July 26, 2000, between the Company and State Street Bank
and Trust Company, as Rights Agent, incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K, dated
July 26, 2000, File No. 1-13990.
4.8 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4.6 of the Registrant's Form 8-A Registration Statement,
filed February 27, 1998, File No. 1-13990.
<PAGE>
4.9 Form of 7% Series B Cumulative Convertible Preferred Stock
certificate, incorporated by reference to Exhibit 4.7 of the
Registrant's Form 8-A Registration Statement, filed February 27,
1998, File No. 1-13990.
4.10 LandAmerica Financial Group, Inc. Executive Voluntary Deferral
Plan, incorporated by reference to Exhibit 10.31 of the
Registrant's Form 10-K for the year ended December 31, 1998, File
No. 1-13990.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit
5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
------------
*Filed herewith
