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Virginia
(State
or other jurisdiction
of
incorporation)
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1-13990
(Commission
File
Number)
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54-1589611
(I.R.S.
Employer
Identification
No.)
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101
Gateway Centre Parkway
Richmond,
Virginia
(Address
of principal executive offices)
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23235-5153
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
267-8000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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An
annual retainer of $30,000, payable in quarterly
installments;
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A
fee of $2,000 for attendance at each meeting of the Board of
Directors;
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A
fee of $1,500 for attendance at each meeting of a committee of
the Board
of Directors of which he or she is a
member;
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An
additional annual retainer of $10,000, payable in quarterly installments,
for the chair of the Audit Committee of the Board of
Directors;
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An
additional annual retainer of $7,500, payable in quarterly installments,
for the chair of the Executive Compensation Committee of the Board
of
Directors; and
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An
additional annual retainer of $5,000, payable in quarterly installments,
for the chairs of all other committees of the Board of
Directors.
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(i)
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upon
the expiration of three years from the date of the applicable agreement
rather than the expiration of ten years from the date of the applicable
agreement; and
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(ii)
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at
the time the non-employee director tenders his or her resignation
from the
Board of Directors in circumstances where such tender is required
by the
Company’s Corporate Governance Guidelines and his or her resignation is
accepted by the Board of Directors.
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A
new Section 2.9, which combines and replaces old Sections 2.9 and
2.10.
The changes to these sections are consistent with the changes to
the Act
to reflect the electronic age, and Section 2.9, as revised, provides
the
authority for the transmission of proxies by electronic means from
a
shareholder to the inspectors of elections provided that there
is a means
for the inspectors of elections to determine that the transmission
was
authorized by the shareholder.
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Section
3.8, which was revised to be consistent with the changes to the
Act and,
as revised, permits actions by the Board of Directors or a committee
without a meeting if each director signs a consent describing the
action
to be taken and delivers it to the
Company.
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Section
8.1, which was revised to be consistent with the changes to the
Act and
permits the shareholders to amend or repeal the Bylaws, subject
to
limitations in the Company’s Articles of Incorporation, and the Board of
Directors to amend or repeal the Bylaws, subject to the limitations
in
Section 8.1.
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Revisions
to other sections to clarify existing language or to reflect minor
revisions to the Act.
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| (c) |
Exhibits.
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Exhibit
No.
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Description
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3.1
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Bylaws
of the Company, as amended and restated October 26,
2005.
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10.1
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Form
of Amendment to the form LandAmerica Financial Group, Inc. Non-Employee
Director Restricted Stock
Agreement.
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LANDAMERICA
FINANCIAL GROUP, INC.
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(Registrant)
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Date: October
28, 2005
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By: /s/
Christine R. Vlahcevic
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Christine
R. Vlahcevic
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Senior
Vice President & Corporate
Controller
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Exhibit
No.
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Description
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3.1
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Bylaws
of the Company, amended and restated October 26, 2005.
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10.1
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Form
of Amendment to the form LandAmerica Financial Group, Inc. Non-Employee
Director Restricted Stock
Agreement.
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