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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided in 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[LANDAMERICA FINANCIAL GROUP, INC. LOGO]
ANNUAL MEETING OF SHAREHOLDERS
---------------
April 16, 2001
Dear Shareholder:
You are cordially invited to attend the 2001 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 22, 2001, at 10:00 a.m. At
the Meeting, you will be asked to elect four Directors to serve three-year terms
and one Director to serve a one-year term.
Whether or not you plan to attend the Meeting, it is important that
your shares be represented and voted at the Meeting. You can vote by signing,
dating and returning the enclosed proxy card or voting instruction. Also,
registered shareholders and participants in plans holding shares of the
Company's Common Stock may vote by telephone or over the Internet. Instructions
for using these convenient services are set forth on the proxy card or voting
instruction. Beneficial owners of shares held in street name should follow the
enclosed instructions for voting their shares. I hope you will be able to attend
the Meeting, but even if you cannot, please vote your shares as soon as you can.
Sincerely,
/s/ Charles H. Foster, Jr.
Charles H. Foster, Jr.
Chairman and Chief
Executive Officer
LandAmerica Financial Group, Inc.
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders (the "Meeting") 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 22, 2001, at 10:00 a.m., for the following
purposes:
(1) To elect four Directors to serve three-year terms and one
Director to serve a one-year term; and
(2) 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 9, 2001, shall be entitled to notice of and to vote at the
Meeting.
By Order of the Board of Directors,
Russell W. Jordan, III
Secretary
April 16, 2001
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. Shareholders and
participants in plans holding shares of the Company's Common Stock are urged to
complete, sign and date the enclosed proxy or voting instruction and return it
as promptly as possible in the postage-paid envelope enclosed for that purpose.
Registered shareholders and plan participants can also deliver proxies and
voting instructions by calling a toll-free telephone number or by using the
Internet. The telephone and Internet voting procedures are designed to
authenticate shareholders' and plan participants' identities, to allow
shareholders and plan participants to give their voting instructions and to
confirm that such instructions have been recorded properly. Instructions for
voting by telephone or over the Internet are set forth on the enclosed proxy
card or voting instruction. If your shares are held in street name with your
bank or broker, please follow the instructions enclosed with this Proxy
Statement.
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, 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.
This Proxy Statement will be mailed to registered holders of the Common
Stock of the Company on or about April 16, 2001.
VOTING RIGHTS
The Company had 17,995,954 shares of Common Stock outstanding as of April
9, 2001, each having one vote. Only holders of the Company's Common Stock of
record at the close of business on April 9, 2001, 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.
ELECTION OF DIRECTORS
At the Meeting, four Directors are to be elected for terms of three years
and one Director is to be elected for a term of one year. Seven other Directors
have been elected to terms that end in either 2002 or 2003, as indicated below.
The following pages set forth certain information concerning the nominees and
the Directors whose terms of office will continue after the Meeting. All of the
nominees and incumbent Directors listed below were previously elected Directors
by the shareholders, except Robert T. Skunda and Thomas G. Snead, Jr., who are
standing for election for the first time. Lowell C. Freiberg, a Director since
1998, resigned from the Board effective January 5, 2001. Herbert Wender, a
Director since 1998, resigned from the Board effective February 3, 2001. George
E. Bello, a Director since 1998, and Howard E. Steinberg, a Director since 2000,
resigned from the Board effective February 22, 2001. Messrs. Bello, Freiberg and
Steinberg served on the
Board as representatives of Reliance Insurance Company ("RIC") pursuant to the
terms of a Voting and Standstill Agreement (the "Voting Agreement") between the
Company, RIC and RIC's parent, Reliance Group Holdings, Inc. ("Reliance"). The
Voting Agreement, and RIC's right to representatives on the Board, terminated on
February 22, 2001 when RIC sold all of the shares of the Company's Common Stock
that it owned and additional shares of Common Stock acquired upon the conversion
of a portion of the shares of 7% Series B Cumulative Convertible Preferred Stock
("Series B Preferred Stock") that it owned.
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 a plurality of the votes 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.
Nominees for Election for Terms Expiring in 2004
THEODORE L. CHANDLER, JR., 48, is Senior Executive Vice President of the
Company. He is also Senior Executive Vice President of each of Lawyers Title
Insurance Corporation ("Lawyers Title"), Commonwealth Land Title Insurance
Company ("Commonwealth") and Transnation Title Insurance Company
("Transnation"), all of which are wholly owned subsidiaries of the Company,
positions he has held since February 23, 2000. Prior to February 1, 2000, Mr.
Chandler was a member of the law firm of Williams, Mullen, Clark & Dobbins
(formerly Williams, Mullen, Christian & Dobbins), a position he held for more
than five years. He is a Director of Hilb, Rogal and Hamilton Company and Open
Plan Systems, Inc. Mr. Chandler has been a Director since 1991.
CHARLES H. FOSTER, JR., 58, is Chairman and Chief Executive Officer of the
Company and of Lawyers Title, positions he has held for more than five years. He
is also Chairman and Chief Executive Officer of each of Commonwealth and
Transnation, positions he has held since June 1, 1999. Mr. Foster is a Director
of Universal Corporation. He is Chairman of the Executive Committee and has been
a Director since 1991.
ROBERT T. SKUNDA, 54, is President and Chief Executive Officer of the
Virginia Biotechnology Research Park (a center for the development of Virginia's
biotechnology and biomedical industries). From December 1993 to November 1997,
he was Secretary of Commerce and Trade for the Commonwealth of Virginia.
MARSHALL B. WISHNACK, 54, was Chairman and Chief Executive Officer of Wheat
First Union (now First Union Securities) (the securities brokerage division of
First Union Corporation) from April 1, 1996 until his retirement on December 31,
1999. He is a Director of S&K Famous Brands, Inc. Mr. Wishnack is Chairman of
the Executive Compensation Committee and a member of the Audit Committee and the
Corporate Governance Committee. He has been a Director since 1991.
Nominee for Election for Term Expiring in 2002
THOMAS G. SNEAD, JR., 47, is Chairman and Chief Executive Officer of Trigon
Healthcare, Inc. ("Trigon") (a managed healthcare company). From April 1999 to
April 2000, he was President and Chief Executive Officer and, from October 15,
1997 to April 1999, he was President and Chief Operating Officer of Trigon.
Prior to October 15, 1997, he was Senior Vice President and Chief Financial
Officer of Trigon, positions he held for more than five years. Mr. Snead is a
Director of Trigon.
The Board of Directors recommends that the shareholders vote for the
nominees set forth above.
2
Incumbent Directors Whose Terms Expire in 2003
JANET A. ALPERT, 54, is President of the Company and of each 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, 47, is Chairman, President and Chief Executive Officer of
Access Worldwide Communications, Inc. ("Access Worldwide") (a marketing services
company). From August 1999 to March 2000, he was President and Chief Executive
Officer and, from August 1997 to August 1999, he was Chief Financial Officer of
Access Worldwide. From 1996 to August 1997, Mr. Dinkins was President of the
Graphic Communications Group of Cadmus Communications Corporation (a printing,
marketing and publishing company). He is a Director of Access Worldwide. Mr.
Dinkins is a member of the Audit Committee and the Investment Funds Committee
and has been a Director since 1997.
JAMES ERMER, 58, retired as Executive Vice President - Strategic Planning
and Corporate Development of CSX Corporation (a railroad and transportation
company) in December 1996. He is a Director and trustee of the Nations Funds
group of mutual funds. Mr. Ermer is Chairman of the Finance Committee and a
member of the Executive Compensation Committee and the Investment Funds
Committee. He has been a Director since 1991.
JOHN P. McCANN, 56, retired as Chairman of United Dominion Realty Trust,
Inc. ("United Dominion") (an apartment real estate investment trust) in March
2001. From January 1, 1999 to February 13, 2001, he was Chairman and Chief
Executive Officer of United Dominion and, prior to January 1, 1999, he was
Chairman, President and Chief Executive Officer of United Dominion, positions he
held for more than five years. Mr. McCann is a Director of United Dominion and
Storage USA, Inc. He is Chairman of the Investment Funds Committee and a member
of the Executive Committee and the Finance Committee. Mr. McCann has been a
Director since 1997.
Incumbent Directors Whose Terms Expire in 2002
ROBERT F. NORFLEET, JR., 61, is a consultant for SunTrust Bank (formerly
Crestar Bank). From December 1996 to December 1999, he was a consultant in the
capacity of Director of Client Relations for the Trust and Investment Management
Group for Crestar Bank. Prior to 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.
JULIOUS P. SMITH, JR., 58, is Chairman and Chief Executive Officer and a
member of the law firm of Williams, Mullen, Clark & Dobbins. Prior to June 1,
1999, he was President and Chief Executive Officer and a member of that law
firm, positions he held for more than five years. He is a member of the Audit
Committee and the Corporate Governance Committee and has been a Director since
2000. Williams, Mullen, Clark & Dobbins acts as counsel to the Company.
EUGENE P. TRANI, 61, 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 Universal Corporation and Heilig-Meyers Company. Dr.
Trani is Chairman of the Corporate Governance Committee and a member of the
Audit Committee and the Executive Compensation Committee. He has been a Director
since 1993.
3
STOCK OWNERSHIP
Principal Shareholders
The following table sets forth certain information with respect to the
beneficial ownership of shares of the Company's Common Stock by each person or
group known by the Company to beneficially own more than 5% of the outstanding
shares of such stock.
Name of Beneficial Owner Number of Shares 1 Percent of Class 1
------------------------ ------------------ ------------------
LandAmerica Financial Group, Inc. 1,550,257 8.61%
Savings and Stock Ownership Plan 2
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
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1 The number of shares of Common Stock of the Company shown in the table is
as of March 16, 2001, and the percent shown in the table is based on the number
of shares of Common Stock outstanding on March 16, 2001.
2 Each participant in the LandAmerica Financial Group, Inc. Savings and
Stock Ownership Plan (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
Directors and Executive Officers
The following table sets forth certain information with respect to (a) 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") and (iii) all Directors and
executive officers as a group and (b) the amount of Deferred Stock Units held by
each such person and group.
Beneficial Ownership 1
-----------------------------------------
Additional
Name of Beneficial Owner Number of Shares 2 Percent of Class Deferred Stock Units 3
------------------------ ------------------ ---------------- ----------------------
Janet A. Alpert 121,205 * 5,625
Theodore L. Chandler, Jr. 42,662 * 3,466
Michael Dinkins 7,573 * 1,923
James Ermer 18,073 * 4,377
G. William Evans 52,237 * 8,306
Charles H. Foster, Jr. 244,964 1.35% 11,598
John P. McCann 12,573 * 3,762
Robert F. Norfleet, Jr. 15,823 * 3,818
Jeffrey C. Selby 9,932 * 3,440
Robert T. Skunda 100 * 0
Julious P. Smith, Jr. 3,000 * 1,155
Thomas G. Snead, Jr. 0 * 0
Eugene P. Trani 14,073 * 4,260
Marshall B. Wishnack 17,573 * 4,206
All Directors and executive 677,791 3.67% 75,473
officers as a group (18
persons, including those
named above)
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* Percentage of ownership is less than 1% of the outstanding shares of
Common Stock of the Company.
1 The number of shares of Common Stock of the Company shown in the table is
as of February 23, 2001, the most recent practicable date for which this
information is available. The percents shown in the table are based on the
number of shares of Common Stock outstanding on March 16, 2001.
2 The number of shares of Common Stock shown in the table includes 48,668
shares held for certain Directors and executive officers in the 401(k) Plan as
of February 23, 2001, and 471,189 shares that certain Directors and executive
officers have the right to acquire through the exercise of stock options within
60 days following February 23, 2001. The number of shares also includes 5,073
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 Commission, but
inclusion of the shares in the table does not constitute admission of beneficial
ownership.
3 The amounts reported in this column are Deferred Stock Units held by (i)
non-employee Directors under the Company's Outside Directors Deferral Plan (see
"Directors' Compensation") and (ii) executive officers under the Company's
Executive Voluntary Deferral Plan, a salary deferral plan, as of February 23,
2001. Each Deferred Stock Unit represents a hypothetical share of the Company's
Common Stock, fluctuates in value with the market price of such stock and is
payable only in cash.
5
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 2000, except that
Russell W. Jordan, III and H. Randolph Farmer, executive officers of the
Company, each reported on his year-end Form 5 the exercise of stock options, and
the corresponding acquisition of shares of Common Stock, that occurred in
November 2000.
COMMITTEES
The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Executive Compensation Committee (formerly
the Compensation Committee), the Investment Funds Committee (formerly the
Pension and Portfolio Committee), the Finance Committee and the Corporate
Governance 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. Additional information with
respect to the Audit Committee is discussed below under "Audit Information." The
responsibilities of the Executive Compensation Committee are discussed below
under "Report of Executive Compensation Committee." The Investment Funds
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 Corporate Governance
Committee develops qualifications for Director candidates, recommends to the
Board of Directors persons to serve as Directors of the Company and monitors
developments in, and makes recommendations to the Board concerning corporate
governance practices. Shareholders entitled to vote for the election of
Directors may nominate candidates for consideration by the Corporate Governance
Committee. See "Proposals for 2002 Annual Meeting."
During the fiscal year ended December 31, 2000, there were seven meetings
of the Board of Directors, three meetings of the Executive Committee, three
meetings of the Audit Committee, four meetings of the Executive Compensation
Committee, four meetings of the Investment Funds Committee, one meeting of the
Finance Committee and one meeting of the Corporate Governance Committee. All
Directors 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. Effective December 1, 1998, each such non-employee 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.
6
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 original 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 original 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.
Prior to 1997 pursuant to the Company's 1992 Stock Option Plan for
Non-Employee Directors (the "Directors' Option Plan"), and in 1997 pursuant to
the Company's 1991 Stock Incentive Plan, as amended (the "1991 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 1991 Stock
Incentive Plan, the annual option grant to each non-employee Director was
increased to 2,000 shares of the Company's Common Stock. Starting in 2001, the
annual option grants will be made pursuant to the Company's 2000 Stock Incentive
Plan (the "2000 Stock Incentive Plan"). 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.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
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 Executive 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 1991 and
2000 Stock Incentive Plans, the Directors' Option Plan, the Executive Voluntary
Deferral Plan, the Outside Directors Deferral Plan and the Executive Target
Ownership Program. The Committee reviews any significant changes in the tax
qualified employee pension benefit plans and the Regional Management Incentive
Programs. All decisions by the Executive 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 Executive Compensation Committee set
forth below addresses the Company's compensation policies in effect for 2000.
Executive Compensation Policies
The Executive 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
7
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 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 Executive Compensation Committee annually, or more frequently, reviews the
Company's executive compensation program. The Committee reviews data from
published compensation surveys and 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 Executive
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 Executive 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-term and 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 shareholders'
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 Executive
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 2000. On March 1, 1998, the
Company entered into an Employment Agreement with Mr. Foster for a period of
three years. Pursuant to the terms of the Employment Agreement, Mr. Foster's
annual base salary was fixed at $500,000. The Committee reviews Mr. Foster's
base salary annually to consider appropriate increases. After a review and
evaluation by the Committee in 2000 of Mr. Foster's personal performance in
light of his management responsibilities, the Company's profitability levels in
1999 and the competitiveness of Mr. Foster's salary to those of other chief
executive officers of comparable companies, Mr. Foster's salary was maintained
at $500,000.
8
The executive officers of the Company, including the Named Executive
Officers, were eligible for incentive compensation for their 2000 performance.
Annual incentive awards for 2000 were made to certain members of senior
management, including the Named Executive Officers. The Committee intends to
award annual incentives based on comparisons to peer group and individual
performance. The Executive 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 2000 was $247,500.
Long-Term Incentives
The Committee administers the 1991 and 2000 Stock Incentive Plans 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 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 January 31, February 23 and May 17, 2000, the Executive
Compensation Committee granted stock options (the "2000 Options") to various
executives, including the Named Executive Officers. The Committee granted Mr.
Foster 2000 Options to acquire an aggregate of 80,000 shares of Common Stock.
The Committee initially determined the aggregate number of options to be granted
to executives by using a calculation based upon the Company's issued and
outstanding shares on a fully diluted basis. In deciding to use such a
calculation, the Committee assessed data with respect to option grants to
executives in the insurance industry peer group and considered the executive
compensation structure of companies of comparable size and performance
characteristics. With respect to the options granted to Mr. Foster, the
Committee evaluated Mr. Foster's overall compensation package relative to that
of other chief executives in the peer group. With respect to the allocation of
available options 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 2000 Options is based on the closing price of the
Common Stock on the date of grant. The 2000 Options vest at the rate of 25% each
year in each of the four years following the date of grant and expire seven
years from such date. Earlier vesting and expiration dates may apply in the
event of an optionee's termination of employment, retirement, death or
disability.
Executive Target Ownership Program
In 1998, the Company adopted the Executive Target Ownership Program 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 program 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 two times base salary depending on the executive's
position. Stock ownership for purposes of this program 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 program.
9
The tables which follow this report, and the accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), provides certain criteria for the tax deductibility of
annual compensation in excess of $1 million paid to certain executives of public
companies. The Company intends to qualify executive compensation for
deductibility under Section 162(m) to the extent consistent with the best
interests of the Company. Since corporate objectives may not always be
consistent with the requirements of full deductibility, it is conceivable that
the Company may enter into compensation arrangements in the future under which
payments are not deductible under Section 162(m). Deductibility will not be the
sole factor used by the Committee in ascertaining appropriate levels or modes of
compensation.
To meet the criteria applicable to deductible performance-based
compensation (as defined in Section 162(m)), the Company has taken appropriate
action to cause grants of stock options and stock appreciation rights under the
1991 and 2000 Stock Incentive Plans to be performance-based.
Executive Compensation Committee
Marshall B. Wishnack, Chairman
James Ermer
Eugene P. Trani
Richmond, Virginia
March 26, 2001
Compensation Committee Interlocks
and Insider Participation
Theodore L. Chandler, Jr. served on the Executive Compensation Committee
until January 31, 2000. Prior to that date, he was a member of the law firm of
Williams, Mullen, Clark & Dobbins, which acts as counsel to the Company.
10
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 2000,
1999 and 1998, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to each
of the Named Executive Officers in all capacities in which they served:
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------------------------- ----------------------
Other Restricted Securities
Name and Annual Stock Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($)1 Awards($) Options(#) Compensation($) 2
------------------------ ---- --------- -------- ---------------- ---------- ----------- -----------------
Charles H. Foster, Jr. 2000 $500,016 $247,500 -- $ 0 80,000 $32,980
Chairman and Chief 1999 500,016 216,000 -- 0 40,000 37,403
Executive Officer 1998 458,348 600,000 -- 388,125 3 10,000 42,078
Janet A. Alpert 2000 330,000 163,350 -- 0 40,000 25,218
President 1999 330,000 142,560 -- 0 20,000 28,180
1998 306,666 335,000 -- 215,625 3 5,000 31,278
Theodore L. Chandler, Jr. 4 2000 276,153 156,750 -- 178,125 3 40,000 17,914
Senior Executive Vice
President
G. William Evans 2000 250,008 118,750 -- 0 26,000 15,375
Executive Vice President 1999 250,000 110,925 -- 0 12,000 18,166
and Chief Financial 1998 233,340 220,000 -- 172,500 3 2,000 21,426
Officer
Jeffrey C. Selby 5 2000 181,255 160,815 6 -- 0 14,000 11,110
Executive Vice President - 1999 175,008 188,400 6 -- 0 7,000 13,259
Director of National
Commercial Services and
Manager of National
Agents and Affiliates
----------
1 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, 2000, 1999 and 1998, did not exceed the lesser of $50,000 or 10% of
the total amount of salary and bonus reported for each in such years.
2 "All Other Compensation" includes the following amounts for the fiscal
year ended December 31, 2000: (a) $3,633, $3,633, $3,633 and $3,633 for Mr.
Foster, Ms. Alpert, Mr. Evans and Mr. Selby, respectively, representing total
contributions of $14,532 to the Company's 401(k) Plan on behalf of each of the
Named Executive Officers to match 2000 pre-tax elective deferral contributions
(which are included under the "Salary" column) made by each to such plan; (b)
$5,142 and $4,933 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
11
to earn the highest interest rate payable under such plan), to the extent the
total interest accrued with respect to such income amounts during 2000 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) $24,205, $16,652,
$17,914, $11,742 and $7,477 for Mr. Foster, Ms. Alpert, Mr. Chandler, Mr. Evans
and Mr. Selby, respectively, representing compensation attributable to life
insurance premiums paid by the Company in 2000 pursuant to the Company's
split-dollar life insurance plan.
3 The 1998 amounts in this column are the dollar values, based on the
$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; Ms. Alpert, 5,000 shares; and Mr. Evans, 4,000 shares. The 2000
amount in this column is the dollar value, based on the $17.8125 closing price
of a share of Common Stock on January 31, 2000 as reported on the New York Stock
Exchange, of 10,000 shares of restricted Common Stock awarded on such date to
Mr. Chandler. On March 1, 1999, for Mr. Foster, Ms. Alpert and Mr. Evans, and on
January 31, 2001, for Mr. Chandler, and on each of the three successive
anniversary dates of such dates, 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, 2000, and the
dollar value of such shares on such date based on the $40.4375 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, $363,938; Ms. Alpert, 5,000 shares,
$202,188; Mr. Chandler, 10,000 shares, $404,375; Mr. Evans, 4,000 shares,
$161,750; and Mr. Selby, 1,000 shares, $40,438. Dividends are paid on the shares
of restricted Common Stock awarded to the Named Executive Officers.
4 Mr. Chandler was elected Senior Executive Vice President of the Company
effective January 31, 2000.
5 Mr. Selby was elected Executive Vice President - Director of National
Commercial Services and Manager of National Agents and Affiliates of the Company
effective February 17, 1999.
6 The 1999 amount includes $20,000 in bonus that Mr. Selby earned in 1999
under the Company's Regional Managers' Plan, which amount has not been disclosed
previously. The 2000 amount does not include the bonus that Mr. Selby earned in
2000 under the Regional Managers' Plan, which amount is not yet calculable.
12
Stock Options
The following tables contain information concerning grants of stock options
to the Named Executive Officers during the fiscal year ended December 31, 2000,
exercises of stock options by the Named Executive Officers in such fiscal year
and the fiscal year-end value of all unexercised stock options held by the Named
Executive Officers.
Option Grants in Last Fiscal Year
Individual Grants
--------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Grant Date
Options to Employees in Exercise or Base Expiration Present
Name Granted (#) 1 Fiscal Year Price ($/Sh) 2 Date 3 Value ($) 4
---- ------------- ----------- -------------- ---------- -----------
Charles H. Foster, Jr. 44,000 11.4% $19.375 2/23/07 $356,984
36,000 9.3 20.063 5/17/07 306,025
Janet A. Alpert 22,000 5.7 19.375 2/23/07 178,492
18,000 4.7 20.063 5/17/07 153,013
Theodore L. Chandler, Jr. 40,000 10.3 17.813 1/31/07 291,310
G. William Evans 14,300 3.7 19.375 2/23/07 116,020
11,700 3.0 20.063 5/17/07 99,458
Jeffrey C. Selby 7,700 2.0 19.375 2/23/07 62,472
6,300 1.6 20.063 5/17/07 53,554
----------
1 The options granted to the Named Executive Officers 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.
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. For options with an
expiration date of January 31, 2007, the model assumed a volatility measure of
.5191, which is the variance on the rate of return on the Common Stock of the
Company over the most recent 252 trading day period prior to the grant of the
option, a risk free interest rate of 6.785% and a dividend yield of 1.123%. For
options with an expiration date of February 23, 2007, the model assumed a
volatility measure of .5333, which is the variance on the rate of return on the
Common Stock of the Company over the most recent 253 trading day period prior to
the grant of the option, a risk free interest rate of 6.755% and a dividend
yield of 1.032%. For options with an expiration date of May 17, 2007, the model
assumed a
13
volatility measure of .5399, which is the variance on the rate of return on the
Common Stock of the Company over the most recent 253 trading day period prior to
the grant of the option, a risk free interest rate of 6.799% and a dividend
yield of .997%. In all cases, the model assumed an exercise date approximately
four years after the option vests. Because the magnitude of any
non-transferability discount is extremely difficult to determine, none was
applied in determining the value of the reported options. The grant date present
values set forth in the table are only theoretical values and may not accurately
determine present value. The actual value, if any, an optionee will realize will
depend on the excess of market value of a share of the Company's Common Stock
over the exercise price on the date the option is exercised.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
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
---- --------------- -------------- ----------- ------------- ----------- -------------
Charles H. Foster, Jr. 51,043 $588,121 140,750 123,750 $3,142,816 $1,825,953
Janet A. Alpert 20,500 167,179 70,500 62,000 1,503,563 915,344
Theodore L. Chandler, Jr. 0 0 13,000 40,000 257,077 905,000
G. William Evans 4,000 22,750 25,250 37,500 525,784 567,988
Jeffrey C. Selby 0 0 2,750 20,250 0 290,544
----------
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, 2000, and the exercise price
of the options.
Retirement Benefits
All of the Named Executive Officers participate in the Company's Cash
Balance Plan, a qualified defined benefit retirement plan. Under the plan, 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 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 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 the former Lawyers Title
Retirement Plan or the former Commonwealth Pension Plan will be no less than
benefits calculated under the provisions of such former plan.
The Internal Revenue Code limits (a) the annual retirement benefit that may
be paid under the 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 2000, the maximum benefit limitation was
$135,000 (based on a life annuity) and the earnings limitation was $170,000.
14
Ms. Alpert and Messrs. Foster, Chandler and Evans are also covered by the
Company's 1999 Benefit Restoration Plan, an unfunded plan designed to restore to
selected participants the benefits that cannot be paid under the Cash Balance
Plan due to the Internal Revenue Code maximum benefit limitation, the earnings
limitation, or both. The benefit payable under the 1999 Benefit Restoration Plan
is the difference between the benefit that would be payable under the Cash
Balance Plan, but for either or both of the Internal Revenue Code limitations,
and the amount actually payable under the Cash Balance Plan. The benefits under
the 1999 Benefit Restoration Plan are payable for a period of 15 years.
Mr. Selby is also covered by a Supplemental Executive Retirement Plan
Agreement with Commonwealth and Transnation that provides a benefit at
retirement equal to 30% of the average of base salary received from November 1,
1993 to the date of retirement. The benefit is in addition to the benefits under
the 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 Cash Balance Plan, and the 1999 Benefit
Restoration Plan or the Commonwealth/Transnation Supplemental Executive
Retirement Plan Agreement, as applicable, is as follows: Mr. Foster, $323,000;
Ms. Alpert, $266,000; Mr. Chandler, $26,000; Mr. Evans, $174,000; and Mr. Selby,
$89,000.
Contractual Obligations
Employment Agreements. In 2000, the Company entered into an employment
agreement with Mr. Chandler for a two-year period that will end on January 31,
2002. This employment agreement provides an annual minimum base salary of
$300,000 to Mr. Chandler. Mr. Chandler is entitled to receive an annual bonus as
established by the Compensation Committee. The employment agreement provides
that Mr. Chandler 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.
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.
15
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, 1995, and the
reinvestment of all dividends.
================================================================================
LANDAMERICA FINANCIAL GROUP, INC.
[PERFORMANCE GRAPH]
Cumulative Total Return on $100 Invested on December 31, 1995
LANDAMERICA FINANCIAL GROUP, INC.
CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
--------------------------------------------------------------------------------
NASDAQ
LandAmerica S&P 500 Index Insurance Index
================================================================================
12/31/95 $100 $100 $100
--------------------------------------------------------------------------------
12/31/96 104 122 114
--------------------------------------------------------------------------------
12/31/97 168 164 166
--------------------------------------------------------------------------------
12/31/98 299 210 148
--------------------------------------------------------------------------------
12/31/99 99 254 115
--------------------------------------------------------------------------------
12/31/00 220 216 173
================================================================================
16
AUDIT INFORMATION
The Board of Directors has adopted a written charter for the Audit
Committee that is set forth in Exhibit A to this Proxy Statement. The five
members of the Audit Committee are independent as that term is defined in the
listing standards of the New York Stock Exchange.
Fees of Independent Public Accountants
Audit Fees
The aggregate amount of fees billed or expected to be billed to the Company
by Ernst & Young LLP for professional services rendered in connection with the
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000, and for the review of the Company's interim financial
statements included in the Company's quarterly reports on Form 10-Q for that
fiscal year was $633,000.
Financial Information System Design and Implementation Fees
There were no professional services rendered to the Company by Ernst &
Young LLP for the design and implementation of financial information systems for
the fiscal year ended December 31, 2000.
All Other Fees
The aggregate amount of fees billed to the Company by Ernst & Young LLP for
all other non-audit services rendered to the Company for the fiscal year ended
December 31, 2000, was $618,000, including audit-related services of $415,000
and non-audit services of $203,000. Audit-related services generally include
fees for statutory and pension audits, business acquisitions, accounting
consultations and SEC registration statements.
Audit Committee Report
Management is responsible for the Company's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditor is responsible for performing an independent
audit of the Company's consolidated financial statements in accordance with
generally accepted auditing standards and issuing a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes on behalf
of the Board of Directors.
In this context, the Audit Committee has reviewed and discussed the audited
financial statements with management and the independent auditors. The Audit
Committee has discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). In addition, the Audit Committee has received from the independent
auditors the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and discussed
with them their independence from the Company and its management. Moreover, the
Audit Committee has considered whether the independent auditor's provision of
information technology services and other non-audit services to the Company is
compatible with maintaining the auditor's independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and Exchange
Commission. By recommending to the Board of Directors that the audited financial
statements be so included, the Audit
17
Committee is not opining on the accuracy, completeness or presentation of the
information contained in the audited financial statements.
Audit Committee
Robert F. Norfleet, Jr., Chairman
Michael Dinkins
Julious P. Smith, Jr.
Eugene P. Trani
Marshall B. Wishnack
Richmond, Virginia
March 20, 2001
Appointment of Independent Public Accountants
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed the firm of Ernst & Young LLP as independent public accountants to
audit the consolidated financial statements of the Company for the fiscal year
ending December 31, 2001. 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 2002 ANNUAL MEETING
Under the regulations of the Commission, any shareholder desiring to make a
proposal to be acted upon at the 2002 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, Gateway One, Richmond, Virginia
23235-5153, no later than December 13, 2001, 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 2002 Annual Meeting of
Shareholders on May 21, 2002.
The Company's Bylaws also prescribe the procedure that 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 21, 2002, for the 2002 Annual
Meeting of Shareholders, the Company must receive such notice no later than
March 22, 2002, and no earlier than February 20, 2002. 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, 2000,
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 2000 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.
18
EXHIBIT A
LANDAMERICA FINANCIAL GROUP, INC.
AUDIT COMMITTEE CHARTER
Organization
The audit committee shall be appointed by the board of directors and shall
consist of at least three directors all of whom are independent of management
and of the Company. Members of the committee shall be considered independent if
they have no relationship to the Company that may interfere with the exercise of
their independence from management and from the Company. All committee members
shall be financially literate, or shall become financially literate within a
reasonable period of time after appointment to the committee, and at least one
member shall have accounting or related financial management expertise.
Statement of Policy
The audit committee shall assist the board of directors in fulfilling the
board's oversight responsibility to the shareholders relating to (A) the
Company's financial reporting process, systems of internal accounting and
financial controls, and internal audit function and (B) the annual independent
audit of the Company's financial statements. In so doing, the committee will
benefit from free and open communication between the committee, the directors,
the independent auditors, the internal auditors, and the financial management of
the Company. The committee may adopt such policies and procedures as it may deem
necessary or appropriate to carry out its responsibilities under this charter.
The committee's policies and procedures should be flexible in order to best
react to changing conditions and circumstances.
Processes
The following shall be the recurring processes of the audit committee in
carrying out its oversight function. The committee may supplement these
processes as appropriate.
o The committee shall review and reassess the audit committee charter at
least annually and the charter shall be approved by the board of directors.
The Company shall include a copy of the charter in its proxy statement at
least triennially or the year after any significant amendment to the
charter and shall disclose in all proxy statements whether committee
members are independent. Approximately once each year and, with respect to
any changes in the composition of the committee, the Company must provide
the New York Stock Exchange written confirmation regarding the board's
determination of committee members' independence, the financial literacy of
committee members, the determination that at least one member of the
committee has accounting or related financial management expertise, and the
annual review and reassessment of the adequacy of the charter.
o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and to the committee, both of which are
representatives of the Company's shareholders. The committee and the board
shall have the ultimate authority and responsibility to engage, evaluate,
and, where appropriate, replace the independent auditors. The committee
shall discuss with the auditors their independence from management and from
the Company and shall discuss all relationships between the auditors and
their related entities and the Company and its related entities that may
reasonably be thought to bear on the auditors' independence. The
independent auditors shall confirm that, in their view, they are
independent of the Company. In this regard, the committee shall obtain a
formal written statement from the independent auditors delineating all
A-1
relationships between the auditors and the Company and shall, when
necessary, recommend that the board take any appropriate action to satisfy
itself of the auditors' independence. In addressing the auditor's
independence, the committee shall consider any non-audit services performed
by the auditor for the Company and the impact such services may have on the
auditor's independence. The committee may adopt policies regarding auditor
independence including, but not limited to, policies regarding the
auditor's performance of non-audit services.
o The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits. Also, the
committee shall discuss with management, the internal auditors, and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls and may elicit any recommendations for the improvement
of such internal controls or particular areas where new or more detailed
controls or procedures are desirable. Further, the committee shall meet
separately with the internal auditors and the independent auditors, with
and without management present, to discuss the results of its examinations.
o The committee shall review interim financial statements with management and
the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. The committee shall discuss the results of the
quarterly review and any other matters required under generally accepted
auditing standards to be communicated to the committee by the independent
auditors. The chair of the committee may represent the entire committee for
the purposes of this review.
o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of the Form 10-K). The independent auditors shall provide their
judgment about the quality, not merely the acceptability, of accounting
principles, the reasonableness of any significant judgments, and the
clarity of disclosures in the financial statements as part of such review.
The committee shall also discuss the results of the annual audit and any
other matters required under generally accepted auditing standards to be
communicated to the committee by the independent auditors.
o In discharging its role, the committee is free to consider an investigation
into any matter brought to its attention and shall have both full access to
all books, records, facilities, and personnel of the Company and the power
to retain outside counsel or other experts for this purpose if, in its
judgment, that is appropriate, without obtaining the prior permission of
the board of directors.
This charter shall not be construed in a manner that imposes upon the audit
committee a higher standard of care than that imposed upon committees of boards
of directors generally, pursuant to applicable law. It is not the duty of the
committee to plan or conduct audits or to determine that the Company's financial
statements are complete or accurate or are in accordance with generally accepted
accounting principles. These are the collective responsibilities of management
and the independent auditors. Nor is it the duty of the committee to resolve
disagreements, if any, between management and the independent auditors or to
assure compliance with laws or regulations or the Company's compliance policies
and programs.
A-2
[FORM OF PROXY CARD AND VOTING INSTRUCTIONS]
LANDAMERICA FINANCIAL GROUP, INC.
April 16, 2001
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. You may vote by mail, by telephone or over the Internet.
If you would like to vote by mail, please mark the boxes on the proxy card to
indicate how your shares shall be voted. Then sign the card, detach it and
return it in the enclosed postage paid envelope.
If you would like to vote by telephone or over the Internet, please follow the
steps set forth on the proxy card.
Your vote must be received prior to the Annual Meeting of Shareholders, May 22,
2001.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
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 G.
William Evans, 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 9, 2001, at the Annual
Meeting of Shareholders of LandAmerica Financial Group, Inc. to be held at 10:00
a.m. on May 22, 2001, 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.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE 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)
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
---------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All For All
Nominees Withhold Except
---------------------------------------------------
(01) Theodore L. Chandler, Jr.
COMMON STOCK (02) Charles H. Foster, Jr. |_| |_| |_|
(03) Robert T. Skunda
(04) Thomas G. Snead, Jr.
(05) Marshall B. Wishnack
CONTROL NUMBER: INSTRUCTION: To withhold authority to vote for any individual
RECORD DATE SHARES: 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).
--------
Please be sure to sign and date this Date Mark box at right if an address change or comment has |_|
Proxy. been noted on the reverse side of this card.
---------------------------------------------------
Shareholder sign here Co-owner sign here
---------------------------------------------------
DETACH CARD DETACH CARD
------------------------------ ------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET
------------------------------ ------------------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone. confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and 1. Read the accompanying Proxy Statement and
Proxy Card. Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy
3. Enter your Control Number located on your Proxy Card.
Card.
4. Follow the instructions provided.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/lfg anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet.
LANDAMERICA FINANCIAL GROUP, INC.
April 16, 2001
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. You may vote by mail, by telephone or over the Internet.
If you would like to vote by mail, please mark the boxes on the Voting
Instruction to indicate how your shares will be voted. Then sign the Voting
Instruction, detach it and return it in the enclosed postage paid envelope.
If you would like to vote by telephone or over the Internet, please follow the
steps set forth on the Voting Instruction.
Your vote must be received prior to the Annual Meeting of Shareholders, May 22,
2001.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
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 9, 2001, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on
May 22, 2001, 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 THE NOMINEES.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE 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)
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
---------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All For All
Nominees Withhold Except
---------------------------------------------------
(01) Theodore L. Chandler, Jr.
LANDAMERICA FINANCIAL GROUP, INC. (02) Charles H. Foster, Jr. |_| |_| |_|
SAVINGS AND STOCK OWNERSHIP PLAN (03) Robert T. Skunda
(04) Thomas G. Snead, Jr.
(05) Marshall B. Wishnack
CONTROL NUMBER: INSTRUCTION: To withhold authority to vote for any individual
RECORD DATE SHARES: 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).
--------
Please be sure to sign and date this Date Mark box at right if an address change or comment has |_|
Voting Instruction. been noted on the reverse side of this card.
---------------------------------------------------
Participant sign here
---------------------------------------------------
DETACH CARD DETACH CARD
-------------------------------- --------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET
-------------------------------- --------------------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone. confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and Voting 1. Read the accompanying Proxy Statement and Voting
Instruction. Instruction.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
There is NO CHARGE for this call.
3. Enter your Control Number located on your Voting
3. Enter your Control Number located on your Voting Instruction.
Instruction.
4. Follow the instructions provided.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/lfg anytime!
Do not return your Voting Instruction if you are voting
by Telephone or Internet.
LANDAMERICA FINANCIAL GROUP, INC.
April 16, 2001
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. You may vote by mail, by telephone or over the Internet.
If you would like to vote by mail, please mark the boxes on the Voting
Instruction to indicate how your shares will be voted. Then sign the Voting
Instruction, detach it and return it in the enclosed postage paid envelope.
If you would like to vote by telephone or over the Internet, please follow the
steps set forth on the Voting Instruction.
Your vote must be received prior to the Annual Meeting of Shareholders, May 22,
2001.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
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 March 9, 2001, at the Annual Meeting of Shareholders
of LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on May 22, 2001,
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 SIDE 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)
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
---------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All For All
Nominees Withhold Except
---------------------------------------------------
(01) Theodore L. Chandler, Jr.
LAWYERS TITLE (02) Charles H. Foster, Jr. |_| |_| |_|
INSURANCE CORPORATION (03) Robert T. Skunda
1995 STOCK PURCHASE PLAN (04) Thomas G. Snead, Jr.
(05) Marshall B. Wishnack
CONTROL NUMBER: INSTRUCTION: To withhold authority to vote for any individual
RECORD DATE SHARES: 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).
--------
Please be sure to sign and date this Date Mark box at right if an address change or comment has |_|
Voting Instruction. been noted on the reverse side of this card.
------------------------------------------ --------
Participant sign here
---------------------------------------------------
DETACH CARD DETACH CARD
-------------------------------- --------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET
-------------------------------- --------------------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone. confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and Voting 1. Read the accompanying Proxy Statement and Voting
Instruction. Instruction.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
There is NO CHARGE for this call.
3. Enter your Control Number located on your Voting
3. Enter your Control Number located on your Voting Instruction.
Instruction.
4. Follow the instructions provided.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/lfg anytime!
Do not return your Voting Instruction if you are voting
by Telephone or Internet.
LANDAMERICA FINANCIAL GROUP, INC.
April 16, 2001
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. You may vote by mail, by telephone or over the Internet.
If you would like to vote by mail, please mark the boxes on the Voting
Instruction to indicate how your shares will be voted. Then sign the Voting
Instruction, detach it and return it in the enclosed postage paid envelope.
If you would like to vote by telephone or over the Internet, please follow the
steps set forth on the Voting Instruction.
Your vote must be received prior to the Annual Meeting of Shareholders, May 22,
2001.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
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 15, 2001, at the Annual Meeting of Shareholders of
LandAmerica Financial Group, Inc., to be held at 10:00 a.m. on May 22, 2001, 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 THE NOMINEES.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE 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)
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
---------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC. 1. Election of Directors. For All For All
Nominees Withhold Except
---------------------------------------------------
(01) Theodore L. Chandler, Jr.
UNIVERSAL LEAF TOBACCO COMPANY, (02) Charles H. Foster, Jr. |_| |_| |_|
INCORPORATED AND DESIGNATED (03) Robert T. Skunda
AFFILIATED COMPANIES EMPLOYEES' (04) Thomas G. Snead, Jr.
STOCK PURCHASE PLAN (05) Marshall B. Wishnack
CONTROL NUMBER: INSTRUCTION: To withhold authority to vote for any individual
RECORD DATE SHARES: 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).
--------
Please be sure to sign and date this Date Mark box at right if an address change or comment has |_|
Voting Instruction. been noted on the reverse side of this card.
------------------------------------------ --------
Participant sign here
---------------------------- ----------------------
DETACH CARD DETACH CARD
-------------------------------- --------------------------------
VOTE BY TELEPHONE VOTE BY INTERNET
-------------------------------- --------------------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone. confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and Voting 1. Read the accompanying Proxy Statement and Voting
Instruction. Instruction.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
There is NO CHARGE for this call.
3. Enter your Control Number located on your Voting
3. Enter your Control Number located on your Voting Instruction.
Instruction.
4. Follow the instructions provided.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/lfg anytime!
Do not return your Voting Instruction if you are voting
by Telephone or Internet.