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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[ ] 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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[DEFINITIVE PROXY STATEMENT]
[LANDAMERICA FINANCIAL GROUP, INC. LOGO]
ANNUAL MEETING OF SHAREHOLDERS
---------------
April 11, 2002
Dear Shareholder:
You are cordially invited to attend the 2002 Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., which is to be held in the
Ballroom on the 1st Floor of the Commonwealth Club, located at 401 West Franklin
Street, Richmond, Virginia, on Tuesday, May 21, 2002, at 9:00 a.m. At the
Meeting, you will be asked to elect four Directors to serve three-year terms.
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 Ballroom on the 1st
Floor of the Commonwealth Club, located at 401 West Franklin Street, Richmond,
Virginia, on Tuesday, May 21, 2002, at 9:00 a.m., for the following purposes:
(1) To elect four Directors to serve three-year terms; 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 5, 2002, 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 11, 2002
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. Registered
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. 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 11, 2002.
VOTING RIGHTS
The Company had 18,552,849 shares of Common Stock outstanding as of April
5, 2002, each having one vote. Only holders of the Company's Common Stock of
record at the close of business on April 5, 2002, 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.
Seven other Directors have been elected to terms that end in either 2003 or
2004, 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.
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, or the Board
of Directors may reduce the number of Directors. Each nominee has consented to
being named in this Proxy Statement and to serve if elected.
James Ermer, a Director since 1991, retired from the Board on February 20,
2002.
Nominees for Election for Terms Expiring in 2005
ROBERTF. NORFLEET, JR., 62, 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. Mr. Norfleet is Chairman of the Audit Committee and a
member of the Executive Committee and the Corporate Governance Committee. He has
been a Director since 1991.
JULIOUS P. SMITH, JR., 59, is Chairman and Chief Executive Officer and a
member of the law firm of Williams Mullen. 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. Mr. Smith is a Director of Hilb, Rogal and
Hamilton Company. He is a member of the Executive Committee, the Audit Committee
and the Corporate Governance Committee and has been a Director since 2000.
Williams Mullen acts as counsel to the Company.
THOMAS G. SNEAD, JR., 48, 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. He is a member of the Executive Compensation Committee, the
Investment Funds Committee and the Finance Committee and has been a Director
since 2001.
EUGENE P. TRANI, 62, 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. 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.
The Board of Directors recommends that the shareholders vote for the
nominees set forth above.
Incumbent Directors Whose Terms Expire in 2004
THEODORE L. CHANDLER, JR., 49, 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 January 31, 2000, Mr.
Chandler was a member of the law firm of Williams Mullen, 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., 59, 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.
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ROBERT T. SKUNDA, 55, 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. Mr.
Skunda is a member of the Audit Committee, the Investment Funds Committee and
the Corporate Governance Committee and has been a Director since 2001.
MARSHALL B. WISHNACK, 55, was Chairman and Chief Executive Officer of Wheat
First Union (now Wachovia Securities) (the securities brokerage division of
Wachovia 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 Finance Committee and
the Corporate Governance Committee. He has been a Director since 1991.
Incumbent Directors Whose Terms Expire in 2003
JANET A. ALPERT, 55, 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 has been a Director
since 1994.
MICHAEL DINKINS, 48, 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, the Investment Funds Committee and
the Finance Committee and has been a Director since 1997.
JOHN P. McCANN, 57, 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.
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.
Savings and Stock Ownership Plan(2) 1,670,310 8.99%
101 Gateway Centre Parkway
Gateway One
Richmond, Virginia 23235-5153
Artisan Partners Limited Partnership(3) 985,300 5.30%
Artisan Investment Corporation
Andrew A. Ziegler
Carlene Murphy Ziegler
1000 North Water Street, #1770
Milwaukee, Wisconsin 53202
Dimensional Fund Advisors Inc.(4) 956,712 5.15%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
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1 The numbers of shares of Common Stock of the Company shown in the table
are as of December 31, 2001, and the percents shown in the table are based on
the number of shares of Common Stock outstanding on that date.
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.
3 In a Schedule 13G filed with the Securities and Exchange Commission (the
"Commission") on February 13, 2002, Artisan Partners Limited Partnership
("Artisan Partners") reported that, in its role as investment advisor to its
discretionary clients, it has shared power to vote and dispose of 985,300 shares
of the Company's Common Stock. Artisan Investment Corporation is the general
partner of Artisan Partners, and Andrew A. Ziegler and Carlene Murphy Ziegler
are the principal stockholders of Artisan Investment Corporation. The Schedule
13G states that none of Artisan Partners' discretionary clients, to the
knowledge of the reporting persons, has an economic interest in more than 5% of
the shares of Common Stock outstanding.
4 In a Schedule 13G/A filed with the Commission on February 12, 2002,
Dimensional Fund Advisors Inc. ("Dimensional") reported that, in its role as
investment advisor to four investment companies registered under the Investment
Company Act of 1940 or as investment manager to certain commingled group trusts
and separate accounts (collectively, the "Funds"), it has sole power to vote and
dispose of 956,712 shares of the Company's Common Stock. The Schedule 13G/A
states that all of such shares are owned by the Funds, no one of which, to the
knowledge of Dimensional, owns more than 5% of the shares of Common Stock
outstanding.
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 95,627 * 5,662
Theodore L. Chandler, Jr. 62,808 * 3,489
Michael Dinkins 9,573 * 2,867
G. William Evans 46,595 * 8,360
Charles H. Foster, Jr. 195,586 1.17% 11,674
John P. McCann 14,573 * 4,752
Robert F. Norfleet, Jr. 16,323 * 3,843
Karen L. Schmidt 0 * 0
Robert T. Skunda 2,100 * 822
Julious P. Smith, Jr. 5,000 * 2,083
Thomas G. Snead, Jr. 2,000 * 802
Eugene P. Trani 16,073 * 5,268
Marshall B. Wishnack 19,573 * 5,151
All Directors and executive 557,407 3.34% 62,361
officers as a group (17
persons, including those
named above)
----------
* Percentage of ownership is less than 1% of the outstanding shares of
Common Stock of the Company.
1 The numbers of shares of Common Stock of the Company shown in the table
are as of December 31, 2001, and the percents shown in the table are based on
the number of shares of Common Stock outstanding on that date.
2 The number of shares of Common Stock shown in the table includes 39,496
shares held for certain Directors and executive officers in the 401(k) Plan as
of December 31, 2001, and 380,210 shares that Directors and executive officers
have the right to acquire through the exercise of stock options within 60 days
following December 31, 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 December 31,
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 2001.
COMMITTEES
The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Executive Compensation Committee, the
Investment Funds 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
functions of the Audit Committee are discussed below under "Audit Information."
The functions 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 2003 Annual Meeting."
During the fiscal year ended December 31, 2001, there were eight meetings
of the Board of Directors, one meeting of the Executive Committee, five meetings
of the Audit Committee, five meetings of the Executive Compensation Committee,
five meetings of the Investment Funds Committee, two meetings 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.
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
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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. Since 2001, the annual
option grants have been 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 2001.
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 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
7
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 evaluates compensation
structures and the financial performance of other publicly held companies in the
title insurance industry, of publicly held companies in certain other financial
services sectors and in companies of similar size 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
Committee may also review data from published compensation surveys. 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 reviews goals and accomplishments for the year
as they pertain to 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 2001. After a review and
evaluation by the Committee in 2001 of Mr. Foster's personal performance in
light of his management responsibilities, the Company's profitability levels in
2000 and the competitiveness of Mr. Foster's annual base salary to those of
other chief executive officers of comparable companies, Mr. Foster's salary for
2001 was increased to $525,000.
The executive officers of the Company, including the Named Executive
Officers, were eligible for incentive compensation for their 2001 performance.
Annual incentive awards for 2001 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.
8
Based on the performance of the Company and his individual performance, Mr.
Foster's annual incentive award for 2001 was $304,566.
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 February 20 and December 20, 2001, the Executive Compensation
Committee granted stock options (the "2001 Options") to various executives,
including the Named Executive Officers. The December 2001 option grants were
intended to be in lieu of grants that otherwise would have been made in February
2002. The Committee granted Mr. Foster 2001 Options to acquire an aggregate of
160,000 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, with a
goal of granting aggregate options in an amount equal to 1.5% to 2% of fully
diluted issued and outstanding shares each year. 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 2001 Options is based on the closing price of the
Common Stock on the date of grant. The 2001 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.
The tables which follow this report, and the accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.
9
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 $1 million paid to certain executives of public
companies. The Company intends to qualify executive compensation for
deductibility under Section 162(m) to the extent consistent with the best
interests of the Company. Since corporate objectives may not always be
consistent with the requirements of full deductibility, it is conceivable that
the Company may enter into compensation arrangements in the future under which
payments are not deductible under Section 162(m). Deductibility will not be the
sole factor used by the Committee in ascertaining appropriate levels or modes of
compensation.
To meet the criteria applicable to deductible performance-based
compensation (as defined in Section 162(m)), the Company has taken appropriate
action to cause grants of stock options and stock appreciation rights under the
1991 and 2000 Stock Incentive Plans to be performance-based.
Executive Compensation Committee
Marshall B. Wishnack, Chairman
Thomas G. Snead, Jr.
Eugene P. Trani
Richmond, Virginia
March 26, 2002
10
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 2001,
2000 and 1999, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to each
of the Named Executive Officers in all capacities in which they served:
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- ---------------------
Other Restricted Securities
Name and Annual Stock Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($)(1) Awards($) Options(#) Compensation($)(2)
------------------ ---- --------- -------- ------------------ --------- ---------- ------------------
Charles H. Foster, Jr. 2001 $520,836 $304,566 -- $ 0 160,000(3) $33,990
Chairman and Chief 2000 500,016 247,500 -- 0 80,000 32,980
Executive Officer 1999 500,016 216,000 -- 0 40,000 37,403
Janet A. Alpert 2001 343,760 201,020 -- 0 80,000(3) 27,190
President 2000 330,000 163,350 -- 0 40,000 25,218
1999 330,000 142,560 -- 0 20,000 28,180
Theodore L. Chandler, Jr.(4) 2001 312,500 182,739 -- 0 80,000(3) 24,941
Senior Executive Vice 2000 276,153 156,750 -- 178,125(5) 40,000 17,914
President
G. William Evans 2001 266,668 141,143 -- 0 60,000(3) 18,526
Executive Vice President 2000 250,008 118,750 -- 0 26,000 15,375
and Chief Financial 1999 250,000 110,925 -- 0 12,000 18,166
Officer
Karen L. Schmidt(6) 2001 220,817 133,301 -- 0 15,000 15,240
Executive Vice President-
Markets
----------
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, 2001, 2000 and 1999, 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, 2001: (a) $5,440, $5,440, $5,390 and $5,440 for Mr.
Foster, Ms. Alpert, Mr. Chandler and Mr. Evans, respectively, representing the
employer contribution to the 401(k) Plan on behalf of each of these executive
officers to match the 2001 pre-tax elective deferral contribution (which is
included under the "Salary" column) made by each to such plan; (b) $4,589 and
$4,392 of accrued interest on income deferred in 1986, 1987 or 1988 by Mr.
Foster and Ms. Alpert, respectively, under the Lawyers Title Deferred Income
Plan (computed assuming that each of the participating Named Executive Officers
satisfies all conditions necessary to earn the highest interest rate payable
under such plan), to the extent the total interest accrued with respect to such
income amounts during 2001 exceeded 120% of the applicable federal long term
rate provided under Section 1274(d) of the Internal
11
Revenue Code; and (c) $23,961, $17,358, $19,551, $13,086 and $15,240 for Mr.
Foster, Ms. Alpert, Mr. Chandler, Mr. Evans and Ms. Schmidt, respectively,
representing compensation attributable to life insurance premiums paid by the
Company in 2001 pursuant to the Company's split-dollar life insurance plan.
3 The 2001 amounts shown in this column for Mr. Foster, Ms. Alpert, Mr.
Chandler and Mr. Evans are the sum of equal option grants made to each of these
executive officers in February and December 2001. The December 2001 option
grants were intended to be in lieu of grants that otherwise would have been made
in February 2002.
4 Mr. Chandler was elected Senior Executive Vice President of the Company
effective January 31, 2000.
5 This amount 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 January 31, 2001, and on each of the three successive
anniversary dates of such date, the award vests for 25% of the shares of Common
Stock covered by the award. The dollar value of the 10,000 shares of restricted
Common Stock held by Mr. Chandler on December 31, 2001, was $287,000, based on
the $28.70 closing price of a share of Common Stock on such date, as reported on
the New York Stock Exchange.
6 Ms. Schmidt was elected Executive Vice President - Markets of the Company
effective January 8, 2001.
Stock Options
The following tables contain information concerning grants of stock options
to the Named Executive Officers during the fiscal year ended December 31, 2001,
exercises of stock options by the Named Executive Officers in such fiscal year
and the fiscal year-end value of all unexercised stock options held by the Named
Executive Officers.
Option Grants in Last Fiscal Year
Individual Grants
---------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees in Exercise or Base Expiration Present
Name Granted (#)(1) Fiscal Year Price ($/Sh)(2) Date(3) Value ($)(4)
---- -------------- ----------- --------------- ---------- ------------
Charles H. Foster, Jr. 80,000 11.6% $36.80 2/20/08 $1,208,008
80,000 11.6 26.50 12/20/08 792,752
Janet A. Alpert 40,000 5.8 36.80 2/20/08 604,004
40,000 5.8 26.50 12/20/08 396,376
Theodore L. Chandler, Jr. 40,000 5.8 36.80 2/20/08 604,004
40,000 5.8 26.50 12/20/08 396,376
G. William Evans 30,000 4.3 36.80 2/20/08 453,003
30,000 4.3 26.50 12/20/08 297,282
Karen L. Schmidt 15,000 2.2 26.50 12/20/08 148,641
----------
12
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 taxes 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 February 20, 2008, the model assumed a volatility measure of
..5266, which is the variance on the rate of return on the Common Stock of the
Company over the most recent 504 trading day period prior to the grant of the
option, a risk free interest rate of 5.013% and a dividend yield of .543%. For
options with an expiration date of December 20, 2008, the model assumed a
volatility measure of .4836, which is the variance on the rate of return on the
Common Stock of the Company over the most recent 497 trading day period prior to
the grant of the option, a risk free interest rate of 4.457% and a dividend
yield of .755%. 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. 99,500 $1,633,572 82,500 242,500 $432,313 $716,938
Janet A. Alpert 49,500 786,450 41,750 121,250 219,756 358,469
Theodore L. Chandler, Jr. 0 0 23,000 110,000 237,070 414,625
G. William Evans 22,750 316,304 14,000 86,000 58,602 241,805
Karen L. Schmidt 0 0 0 15,000 0 33,000
----------
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 unexercised in-the-money options at fiscal year-end
represents the difference between the exercise price of the options and $28.70,
the fair market value of the Company's Common Stock on December 31, 2001.
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
13
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 2001, the maximum benefit limitation was
$140,000 (based on a life annuity) and the earnings limitation was $170,000.
All of the Named Executive Officers 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.
Assuming current salary and bonus levels (as reported in the Summary
Compensation Table) and participation until normal retirement at age 65, (i) for
the first 15 years after normal retirement the estimated total annual benefit
payable to each of the Named Executive Officers under both the Cash Balance Plan
and the 1999 Benefit Restoration Plan is as follows: Mr. Foster, $316,000; Ms.
Alpert, $260,000; Mr. Chandler, $43,000; Mr. Evans, $172,000; and Ms. Schmidt,
$24,000; and (ii) thereafter, the estimated annual benefit payable to each of
these executive officers under only the Cash Balance Plan is as follows: Mr.
Foster, $115,000; Ms. Alpert, $108,000; Mr. Chandler, $18,000; Mr. Evans,
$103,000; and Ms. Schmidt, $19,000.
Contractual Obligations
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.
14
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. The graph
makes the same comparison to the Standard & Poors 600 Small Cap Index, which
includes the Company. The graph assumes the investment of $100 in the Company's
Common Stock on December 31, 1996, and the reinvestment of all dividends.
==============================================================================
LANDAMERICA FINANCIAL GROUP, INC.
[PERFORMANCE GRAPH]
LANDAMERICA FINANCIAL GROUP, INC.
CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
NASDAQ S&P 600 Small
LandAmerica S&P 500 Index Insurance Index Cap Index
=================== ===================== ==================== ======================== =========================
12/31/96 $100 $100 $100 $100
------------------- --------------------- -------------------- ------------------------ -------------------------
12/31/97 162 133 126 126
------------------- --------------------- -------------------- ------------------------ -------------------------
12/31/98 288 171 128 124
------------------- --------------------- -------------------- ------------------------ -------------------------
12/31/99 96 208 139 139
------------------- --------------------- -------------------- ------------------------ -------------------------
12/31/00 212 189 165 156
------------------- --------------------- -------------------- ------------------------ -------------------------
12/31/01 152 166 181 166
------------------- --------------------- -------------------- ------------------------ -------------------------
15
AUDIT INFORMATION
The Audit Committee operates under a written Charter adopted by the Board
of Directors. The Charter was included in last year's Proxy Statement as
required once every three years by regulations of the Commission and, for ease
of reference, 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, 2001, 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 $639,525.
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, 2001.
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, 2001, was $949,213, including audit-related services of $562,946
and non-audit services of $386,267. 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 non-audit services provided by the
independent auditors are compatible with maintaining the auditors' 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, 2001, 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
16
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
Robert T. Skunda
Julious P. Smith, Jr.
Eugene P. Trani
Richmond, Virginia
March 19, 2002
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, 2002. 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 2003 ANNUAL MEETING
Under the regulations of the Commission, any shareholder desiring to make a
proposal to be acted upon at the 2003 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 12, 2002, 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 2003 Annual Meeting of
Shareholders on May 20, 2003.
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 20, 2003, for the 2003 Annual
Meeting of Shareholders, the Company must receive such notice no later than
March 21, 2003, and no earlier than February 19, 2003. 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, 2001,
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 2001 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.
17
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.
* 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.
* 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.
* 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.
* 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.
* 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.
* 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
[DEFINITIVE FORM OF PROXY CARD AND VOTING INSTRUCTIONS]
LANDAMERICA FINANCIAL GROUP, INC.
April 11, 2002
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 21,
2002.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
DETACH HERE
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 5, 2002, at the Annual
Meeting of Shareholders of LandAmerica Financial Group, Inc. to be held at 9:00
a.m. on May 21, 2002, 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.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------------- --------------------------------
------------------------------- --------------------------------
------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
LANDAMERICA FINANCIAL GROUP, INC.
C/O EQUISERVE
P. O. BOX 43068
PROVIDENCE, RI 02940
---------------------------------- ------------------------------
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. Go to the website:
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
------------------------------------------------------------ ----------------------------------------------------------
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy 1. Read the accompanying Proxy Statement and Proxy
Card. 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
3. Enter your Voter Control Number located on your Proxy 3. Enter your Voter Control Number located on your Proxy
Card above your name. Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------------------------------ ----------------------------------------------------------
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
DETACH HERE
|X| Please mark votes as in this example.
-----------------------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC.
-----------------------------------------------------------------
COMMON STOCK
1. Election of Directors.
Nominees: (01) Robert F. Norfleet, Jr., (02) Julious P. Smith, Jr.,
(03) Thomas G. Snead, Jr. and (04) Eugene P. Trani
For Withheld
All |_| |_| From All
Nominees Nominees
|_|
----------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has |_|
been noted on the reverse side of this card.
Please be sure to sign and date this Proxy.
----------------------------------------------------------------------
| |
| 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. |
----------------------------------------------------------------------
Signature: Date: Signature: Date:
------------------------ -------------- ---------------------------- --------------
LANDAMERICA FINANCIAL GROUP, INC.
April 11, 2002
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 21,
2002.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
DETACH HERE
LANDAMERICA FINANCIAL GROUP, INC.
TO ADMINISTRATOR, LAWYERS TITLE INSURANCE CORPORATION
1995 STOCK PURCHASE PLAN
This Voting Instruction is Solicited on Behalf of
the Board of Directors of LandAmerica Financial Group, Inc.
Pursuant to Section 10 of the Lawyers Title Insurance Corporation 1995 Stock
Purchase Plan, you are directed to vote, in person or by proxy, the whole shares
of Common Stock of LandAmerica Financial Group, Inc. credited to the undersigned
Participant's Account as of February 28, 2002, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 9:00 a.m. on
May 21, 2002, 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.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------------- --------------------------------
------------------------------- --------------------------------
------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
LANDAMERICA FINANCIAL GROUP, INC.
C/O EQUISERVE
P. O. BOX 43068
PROVIDENCE, RI 02940
---------------------------------- ------------------------------
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. Go to the website:
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
------------------------------------------------------------ ----------------------------------------------------------
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
3. Enter your Voter Control Number located on your Voting 3. Enter your Voter Control Number located on your Voting
Instruction above your name. Instruction above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------------------------------ ----------------------------------------------------------
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
DETACH HERE
|X| Please mark votes as in this example.
-----------------------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC.
-----------------------------------------------------------------
LAWYERS TITLE INSURANCE CORPORATION 1995 STOCK PURCHASE PLAN
1. Election of Directors.
Nominees: (01) Robert F. Norfleet, Jr., (02) Julious P. Smith, Jr.,
(03) Thomas G. Snead, Jr. and (04) Eugene P. Trani
For Withheld
All |_| |_| From All
Nominees Nominees
|_|
----------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has |_|
been noted on the reverse side of this card.
Please be sure to sign and date this Voting Instruction.
----------------------------------------------------------------------
| |
| Please sign exactly as your name appears on this Voting Instruction. |
| |
----------------------------------------------------------------------
Signature: Date:
------------------------ --------------
LANDAMERICA FINANCIAL GROUP, INC.
April 11, 2002
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 21,
2002.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
DETACH HERE
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 10.09 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 5, 2002, at the Annual Meeting of
Shareholders of LandAmerica Financial Group, Inc., to be held at 9:00 a.m. on
May 21, 2002, 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.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------------- --------------------------------
------------------------------- --------------------------------
------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
LANDAMERICA FINANCIAL GROUP, INC.
C/O EQUISERVE
P. O. BOX 43068
PROVIDENCE, RI 02940
---------------------------------- ------------------------------
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. Go to the website:
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
------------------------------------------------------------ ----------------------------------------------------------
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
3. Enter your Voter Control Number located on your Voting 3. Enter your Voter Control Number located on your Voting
Instruction above your name. Instruction above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------------------------------ ----------------------------------------------------------
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
DETACH HERE
|X| Please mark votes as in this example.
-----------------------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC.
-----------------------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC.
SAVINGS AND STOCK OWNERSHIP PLAN
1. Election of Directors.
Nominees: (01) Robert F. Norfleet, Jr., (02) Julious P. Smith, Jr.,
(03) Thomas G. Snead, Jr. and (04) Eugene P. Trani
For Withheld
All |_| |_| From All
Nominees Nominees
|_|
----------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has |_|
been noted on the reverse side of this card.
Please be sure to sign and date this Voting Instruction.
----------------------------------------------------------------------
| |
| Please sign exactly as your name appears on this Voting Instruction. |
| |
----------------------------------------------------------------------
Signature: Date:
------------------------ --------------
LANDAMERICA FINANCIAL GROUP, INC.
April 11, 2002
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 21,
2002.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Charles H. Foster, Jr.
Chairman and Chief Executive Officer
DETACH HERE
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, 2002, at the Annual Meeting of Shareholders of
LandAmerica Financial Group, Inc., to be held at 9:00 a.m. on May 21, 2002, 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.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------------- --------------------------------
------------------------------- --------------------------------
------------------------------- --------------------------------
(continued, and to be DATED and SIGNED on reverse side)
LANDAMERICA FINANCIAL GROUP, INC.
C/O EQUISERVE
P. O. BOX 43068
PROVIDENCE, RI 02940
---------------------------------- ------------------------------
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. Go to the website:
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/lfg
------------------------------------------------------------ ----------------------------------------------------------
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
3. Enter your Voter Control Number located on your Voting 3. Enter your Voter Control Number located on your Voting
Instruction above your name. Instruction above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------------------------------ ----------------------------------------------------------
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
DETACH HERE
|X| Please mark votes as in this example.
-----------------------------------------------------------------
LANDAMERICA FINANCIAL GROUP, INC.
-----------------------------------------------------------------
UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED AND
DESIGNATED AFFILIATED COMPANIES EMPLOYEES' STOCK
PURCHASE PLAN
1. Election of Directors.
Nominees: (01) Robert F. Norfleet, Jr., (02) Julious P. Smith, Jr.,
(03) Thomas G. Snead, Jr. and (04) Eugene P. Trani
For Withheld
All |_| |_| From All
Nominees Nominees
|_|
----------------------------------------
For all nominees except as noted above
Mark box at right if an address change or comment has |_|
been noted on the reverse side of this card.
Please be sure to sign and date this Voting Instruction.
----------------------------------------------------------------------
| |
| Please sign exactly as your name appears on this Voting Instruction. |
| |
----------------------------------------------------------------------
Signature: Date:
------------------------ --------------