LANDAMERICA FINANCIAL GROUP INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1









                        LandAmerica Financial Group, Inc.
                         Outside Directors Deferral Plan





















                                    Effective
                                  April 1, 1998

                              Amended and Restated
                                 April 24, 2002


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                                TABLE OF CONTENTS
                                                                            Page



         ARTICLE I - Definition of Terms.......................................1
         1.1      Account......................................................1
         1.2      Administrator................................................1
         1.3      Affiliate....................................................1
         1.4      Beneficiary..................................................1
         1.5      Benefit Commencement Date....................................1
         1.6      Board........................................................2
         1.7      Code.........................................................2
         1.8      Compensation.................................................2
         1.9      Closing Price................................................2
         1.10     Corporation..................................................2
         1.11     Death Benefit................................................2
         1.12     Deferral Amount..............................................2
         1.13     Deferral Benefit.............................................2
         1.14     Deferral Contributions.......................................2
         1.15     Deferral Year................................................2
         1.16     Deferral Election............................................2
         1.17     Deferred Cash Account........................................2
         1.18     Deferred Stock Unit..........................................3
         1.19     Deferred Stock Unit Account..................................3
         1.20     Director.....................................................3
         1.21     Effective Date...............................................3
         1.22     Eligible Director............................................3
         1.23     Former Plan..................................................3
         1.24     Participant..................................................3
         1.25     Plan.........................................................3
         1.26     Plan Year....................................................3
         1.27     Rate of Return...............................................3
         1.28     Short Plan Year..............................................4


         ARTICLE II Eligibility and Participation..............................4
         2.1      Eligibility..................................................4
         2.2      Notice and Election Regarding Active Participation...........4
         2.3      Commencement of Active Participation.........................4
         2.4      Length of Participation......................................4

         ARTICLE III - Determination of Deferral...............................5
         3.1      Deferral Benefit.............................................5
         3.2      Transition Credits...........................................5
         3.3      Deferral Election............................................5

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         3.4      Subtractions from Deferred Cash Account and Deferred Stock
                  Unit Account.................................................6
         3.5      Crediting of Interest to Deferred Cash Account...............6
         3.6      Equitable Adjustment in Case of Error or Omission............6
         3.7      Statement of Benefits........................................7


         ARTICLE IV Accounts and Investments...................................7
         4.1      Accounts.....................................................7
         4.2      Deferred  Stock Units........................................7
         4.3      Hypothetical Nature of Accounts and Investments..............8


         ARTICLE V Vesting.....................................................8
         5.1      Vesting......................................................8


         ARTICLE VI Death Benefits.............................................8
         6.1      Pre-Benefit Commencement Date Death Benefit..................8
         6.2      Post-Benefit Commencement Date Death Benefit.................8


         ARTICLE VII Payment of Benefits.......................................9
         7.1      Payment of Deferral Benefit..................................9
         7.2      Payment of Death Benefit.....................................9
         7.3      Form of Payment of Deferral Benefit..........................9
         7.4      Benefit Determination and Payment Procedure..................9
         7.5      Payments to Minors and Incompetents..........................9
         7.6      Distribution of Benefit When Distributee Cannot Be Located...9


         ARTICLE VIII - Beneficiary Designation...............................10
         8.1      Beneficiary Designation.....................................10


         ARTICLE IX - Withdrawals.............................................10
         9.1      No Withdrawals Permitted....................................10
         9.2      Hardship Exemption..........................................10

         ARTICLE X - Funding..................................................11
         10.1     Funding.....................................................11


         ARTICLE XI Change of Control.........................................11
         11.1     Change of Control...........................................11
         11.2     Effect of Change of Control.................................13

                                       ii
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         ARTICLE XII - Plan Administrator.....................................14
         12.1     Appointment of Administrator................................14
         12.2     Duties and Responsibilities of Plan Administrator...........14


         ARTICLE XIII - Amendment or Termination of Plan......................14
         13.1     Amendment or Termination of the Plan........................14


         ARTICLE XIV Miscellaneous............................................15
         14.1     Non-assignability...........................................15
         14.2     Notices and Elections.......................................15
         14.3     Delegation of Authority.....................................15
         14.4     Service of Process..........................................15
         14.5     Governing Law...............................................15
         14.6     Binding Effect..............................................15
         14.7     Severability................................................15
         14.8     Gender and Number...........................................15
         14.9     Titles and Captions.........................................15



                                       iii
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                        LandAmerica Financial Group, Inc.
                         Outside Directors Deferral Plan

         Effective  January 1, 1995,  the Board of  Directors  of Lawyers  Title
Corporation   adopted  the  Outside   Directors   Deferral  Plan,   under  which
non-employee directors of Lawyers Title Corporation had the opportunity to defer
receipt of certain compensation until retirement or departure from the Board.

         The Board of Directors determined it to be in the best interests of the
Corporation to allow  non-employee  directors of the  Corporation to continue to
have the opportunity to defer receipt of certain  compensation  until retirement
or departure from the Board provided that the deferred  amounts are aligned with
the  interests  of the  Corporation  by  being  tied to the  performance  of the
Corporation's  common stock.  Therefore,  effective  April 1, 1998, the Board of
Directors  adopted the  LandAmerica  Financial  Group,  Inc.  Outside  Directors
Deferral  Plan.  The Board of Directors has now  determined it to be in the best
interest of the Corporation to make certain  amendments to the Outside Directors
Deferral  Plan  adopted  April  1,  1998 to  align  the  benefits  available  to
non-employee  directors  under  the  Outside  Directors  Deferral  Plan with the
benefits provided to participants in Corporation's  Executive Voluntary Deferral
Plan.

         Pursuant  to action  taken by the  Board of  Directors,  the  following
LandAmerica  Financial Group, Inc. Outside Directors  Deferral Plan (the "Plan")
is hereby amended and restated as follows:

                                    ARTICLE I
                               Definition of Terms

         The  following  words  and terms as used in this  Plan  shall  have the
meaning set forth below,  unless a different  meaning is clearly required by the
context:

         1.1  "Account":  A bookkeeping  account  established  for a Participant
under Article IV hereof.

         1.2  "Administrator":  The  Compensation  Committee of the Board is the
Plan Administrator unless responsibility is delegated as provided for in Article
XII hereof.

         1.3 "Affiliate":  Any subsidiary,  parent,  affiliate, or other related
business entity to the Corporation.

         1.4 "Beneficiary": The person or persons designated by a Participant or
otherwise  entitled  pursuant to Section 8.1 to receive  benefits under the Plan
attributable to such Participant after the death of such Participant.

         1.5 "Benefit  Commencement  Date": The date irrevocably  elected by the
Participant  pursuant  to  Section  3.3,  which  date may not be later  than the
Participant's  70th  birthday.  The  same  Benefit  Commencement  Date  shall be
required for all Deferral  Contributions made and Deferral Benefits attributable
to a Deferral Year.

                                        1

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         1.6 "Board":  The present and any succeeding  Board of Directors of the
Corporation, unless such term is used with respect to a particular Affiliate and
its Directors, in which event it shall mean the present and any succeeding Board
of Directors of that Affiliate.

         1.7 "Closing  Price":  The closing  price of a share of common stock of
the  Corporation  as reported on the New York Stock  Exchange  composite tape on
such day or, if the common  stock of the  Corporation  was not traded on the New
York Stock  Exchange on such day, then on the next preceding day that the common
stock of the  Corporation  was traded on such exchange,  all as reported by such
source as the Administrator may select.

         1.8  "Code":  The  Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.

         1.9  "Compensation":  Fees  payable to a  Participant  for service as a
member of the Board,  including (i) annual  retainer fee  ("Retainer")  and (ii)
meeting or committee fees  (collectively  referred to as "Additional Fees") paid
by the Corporation to an Eligible Director,  but excluding any such compensation
deferred from a prior period,  expense reimbursement and allowances and benefits
not normally paid in cash to the Participant.

         1.10 "Corporation": LandAmerica Financial Group, Inc., or any successor
thereto.

         1.11 "Death  Benefit":  The benefit with respect to a Participant due a
Participant's Beneficiary, determined in accordance with Article VI hereof.

         1.12 "Deferral Amount":  With respect to each Plan Year, the sum of the
Deferral  Contributions of a Participant with respect to his Retainer and/or his
Additional Fees to be paid during the Plan Year.

         1.13 "Deferral Benefit":  The balance in a Participant's  Deferred Cash
Account and Deferred Stock Unit Account.

         1.14  "Deferral   Contributions":   That  portion  of  a  Participant's
Compensation  which is deferred  under the Plan or which has been deferred under
the Former Plan.

         1.15  "Deferral  Year":  The Plan Year with respect to which a Deferral
Contribution is made. For purposes hereof, a Deferral Contribution is considered
made with respect to the Plan Year in which the amount would otherwise have been
paid to the Participant.

         1.16 "Deferral Election":  An irrevocable election of a Deferral Amount
in writing  executed by the Eligible  Director or  Participant  and timely filed
with the Administrator.

         1.17  "Deferred  Cash  Account":   An  unfunded,   bookkeeping  account
maintained on the books of the Corporation for a Participant  which reflects his
interest in amounts attributable to his Deferred  Contributions under the Former
Plan.  The  Deferred  Cash  Account of a  Participant  consists of his  Deferral
Contributions  made under the Former Plan with  respect to

                                        2

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Compensation  earned after December 31, 1994 and before April 1, 1998.  Separate
subdivisions  of the Deferred  Cash Account  shall  continue to be maintained to
reflect Deferral  Contributions  made and Deferral  Benefits  attributable  with
respect to each  Deferral  Year and within  each  Deferral  Year,  the  Deferral
Contributions  and Deferral Benefits  attributable to Deferral  Contributions of
Retainer and Deferral Contributions of Additional Fees.

         1.18 "Deferred Stock Unit": A hypothetical  share of the  Corporation's
common stock.

         1.19 "Deferred Stock Unit Account":  An unfunded,  bookkeeping  account
maintained on the books of the Corporation for a Participant  which reflects his
interest in amounts  attributable to his Deferred  Contributions under the Plan.
The  Deferred  Stock Unit  Account of a  Participant  consists  of his  Deferral
Contributions  made under the Plan with  respect to  Compensation  earned  after
April 1, 1998. Separate subdivisions of the Deferred Stock Unit Account shall be
maintained  to  reflect  Deferral   Contributions  made  and  Deferral  Benefits
attributable  with respect to each Deferral Year and within each Deferral  Year,
the  Deferral  Contributions  and  Deferral  Benefits  attributable  to Deferral
Contributions of Retainer and Deferral Contributions of Additional Fees.

         1.20 "Director": An individual who serves as a member of the Board.

         1.21 "Effective Date": The Effective Date of the Plan is April 1, 1998.

         1.22  "Eligible  Director":  A Director  who is not an  employee of the
Corporation and who has not reached the age of 65 before the Deferral Year.

         1.23 "Former Plan":  The Lawyers Title  Corporation  Outside  Directors
Deferral Plan effective January 1, 1995.

         1.24  "Participant":  An Eligible Director who elects to participate in
the Plan, and further differentiated as follows:

                  (i) "Active Participant": A Participant who has an election to
         make  Deferral  Contributions  to the  Plan in  effect  at the  time in
         question.

                  (ii) "Inactive  Participant":  A Participant who does not have
         an election to make Deferral Contributions to the Plan in effect at the
         time in question.

         1.25 "Plan": This document, as contained herein or duly amended,  which
shall be known as the  "LandAmerica  Financial  Group,  Inc.  Outside  Directors
Deferral Plan".

         1.26 "Plan Year": The calendar year or any Short Plan Year.

         1.27 "Rate of Return":  Nine  percent  (9%) for the 1995  through  1999
Deferral  Years,  and nine percent (9%) for Deferral Years after 1999 until,  if
ever, increased by the Compensation Committee.

                                        3

<PAGE>

         1.28 "Short Plan Year":  The  remaining  portion of the  calendar  year
after the Effective Date of this Plan.

                                   ARTICLE II
                          Eligibility and Participation

         2.1   Eligibility.   Each  Eligible   Director  shall  be  eligible  to
participate in the Plan and to defer Compensation hereunder for such Plan Year.

         2.2 Notice and Election Regarding Active Participation.

         (a) The  Administrator  shall notify each  Eligible  Director  within a
reasonable period of time prior to the beginning of each Plan Year.

         (b) In order to  become  an  Active  Participant  and to make  Deferral
Contributions  with respect to a Plan Year, an Eligible  Director must file with
the  Administrator  a Deferral  Election,  as  provided  in Section 3.3 which is
effective as of the first day of the Plan Year,  such  election must be filed by
the date established by the Administrator, which date shall be no later than the
December 31 preceding such Plan Year or the last day before the  commencement of
a Short Plan Year, whichever is applicable.

         (c) By executing and filing such election  with the  Administrator,  an
Eligible Director consents and agrees to the following:

                  (i) To  execute  such  applications  and  take  such  physical
         examinations  and to supply  truthfully and completely such information
         as may  be  requested  by  any  health  questionnaire  provided  by the
         Administrator;

                  (ii) To be bound by all terms  and  conditions  of the  Former
         Plan, the Plan and all amendments thereto.

         2.3 Commencement of Active  Participation.  An Eligible  Director shall
become an Active  Participant with respect to a Plan Year only if he is expected
to have  Compensation  during  such Plan  Year,  and he timely  files and has in
effect a Deferral Election for such Plan Year.

         2.4  Length  of  Participation.  An  individual  who  is or  becomes  a
Participant  shall  be or  remain  an  Active  Participant  as  long as he has a
Deferral Election in effect;  and he shall be or remain an Inactive  Participant
as long as he is entitled to future  benefits under the terms of the Plan and is
not considered an Active Participant.

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                                   ARTICLE III
                            Determination of Deferral

         3.1 Deferral  Benefit.  For purposes hereof,  a Participant's  Deferral
Benefit shall be the balance in his Deferred Cash Account and his Deferred Stock
Unit Account at the time in question.

         3.2 Transition Credits.  Each Participant who has a balance standing to
his credit in the Former Plan as of April 1, 1998, shall be permitted a one-time
election, on or before April 1, 1998, to convert all or a portion of the balance
standing to his credit in the Former Plan to Deferred Stock Units as of April 1,
1998.  A  Participant  who  elects to convert  all or a portion of his  Deferral
Account  (as defined in the Former  Plan) in the Former  Plan to Deferred  Stock
Units shall be credited  with the number of Deferred  Stock Units  determined by
dividing the portion of his Deferred Cash Account under the Former Plan on April
1, 1998 for which such election is made, by the Closing Price on the date of the
Participant's  election.  If the formula  produces a fractional  Deferred  Stock
Unit,  then the  fractional  Deferred  Stock shall be rounded off to the nearest
thousandth  and  credited to the  Participant.  Once a  Participant  has made an
election  under this  Section 3.2 to convert  some or all of his  Deferred  Cash
Account to Deferred Stock Units of the Corporation, the Corporation's rights and
obligations,  if any, with respect to the Deferred  Stock Units will be governed
by this Plan.

         3.3 Deferral Election.

         (a) Subject to the restrictions and conditions  hereinafter provided, a
Participant may irrevocably elect, as a Deferral  Contribution with respect to a
Plan Year,  to receive an amount of his  Compensation  which is specified by his
Deferral  Election for such Plan Year in the form of Deferred  Stock Units.  Any
such election must be filed with the  Administrator  at the time required  under
Section 2.2(b).

         (b) The following conditions apply:

                  (i) The maximum Deferral Contribution of Retainer with respect
         to any  Participant for a Plan Year shall be one hundred percent (100%)
         of his Retainer for such Plan Year and such  election  shall be made in
         whole dollar amounts.  A Participant who elects to receive his Retainer
         in Deferred  Stock Units shall have credited to his Deferred Stock Unit
         Account  as of the first day of each  calendar  quarter  the  number of
         Deferred  Stock  Units  determined  by  dividing  that  portion  of his
         accrued,  deferred Retainer for the quarter (determined by dividing the
         amount of such Retainer  previously  selected by the  Participant to be
         applied to the purchase of Deferred Stock Units by four) by the Closing
         Price as of the first day of such calendar quarter.

                  (ii) The maximum Deferral Contribution of Additional Fees with
         respect to any Participant for a Plan Year shall be one hundred percent
         (100%) of his  Additional  Fees for such  Plan  Year and such  election
         shall be made in twenty-five  percent (25%)  increments.  A Participant
         who elects to receive his Additional Fees in Deferred Stock Units shall
         have credited to his Deferred Stock Unit Account as of the day on which
         the

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         Additional  Fees  are  accrued  the  number  of  Deferred  Stock  Units
         determined by multiplying  his accrued  Additional  Fees on said day by
         the  percentage  of such  Additional  Fees  previously  selected by the
         Participant to be applied to the purchase of Deferred Stock Units,  and
         dividing  the  product  thereof by the  Closing  Price as of the day on
         which the Additional Fees are accrued.

                  (iii) A  Participant  who elects to defer one hundred  percent
         (100%) of his  Compensation  shall receive  additional  Deferred  Stock
         Units equal to twenty percent (20%) of said Participant's  Compensation
         for the Plan Year.  Such Deferred  Stock Units shall be credited to the
         Participant  in addition  to the  Deferred  Stock  Units  received as a
         result of the election to defer the Retainer and Additional Fees in the
         manner provided by subsections (i) and (ii) above.

                  (iv) A separate  Deferral Election must be filed for each Plan
         Year.

                  (v) Each Deferral Election shall be made on a form provided by
         the  Administrator  and shall specify the Deferral Amount and source of
         deferrals and such  additional  information  as the  Administrator  may
         require.

                  (vi) A Deferral Election must specify the period of payment. A
         Participant  may elect to  receive a lump sum  payment  or  installment
         payments over periods of five,  ten or fifteen  years  beginning on the
         January 1 after age 55, 60 or 65.

                  (vii) A Participant  shall have the option of  postponing  the
         elected Benefit  Commencement  Date of a Deferral Benefit  specified in
         3.3 (b) (vi) above by making an irrevocable  election to roll over such
         Deferral  Benefit at least one year  before  such  Deferral  Benefit is
         payable,  provided  that the  Participant  may not change his  previous
         allocation of amounts to his Deferred  Cash Account and Deferred  Stock
         Unit Account at such time and  provided  that the  Participant  may not
         postpone  the  elected  Benefit  Commencement  Date past the  January 1
         following the  Participant's  70th birthday.  A Participant  shall make
         such election on a form designated by the Administrator.

         3.4  Subtractions  from Deferred  Cash Account and Deferred  Stock Unit
Account.  All  distributions  from a  Participant's  Deferred  Cash  Account and
Deferred  Stock Unit Account shall be  subtracted  when such  distributions  are
made.

         3.5  Crediting  of Interest to Deferred  Cash  Account.  There shall be
credited to each  Participant's  Deferred  Cash  Account an amount  representing
interest on the balance of such account. Under the Former Plan, the interest was
credited as of the first day of the  Deferral  Year.  Under this Plan,  interest
shall be credited as earned. Such interest shall be based on the applicable Rate
of Return for the Deferral Year.

         3.6 Equitable  Adjustment in Case of Error or Omission.  If an error or
omission is  discovered  in the Deferred  Cash  Account and Deferred  Stock Unit
Account of a Participant, the Administrator shall make such equitable adjustment
as the Administrator deems appropriate.

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<PAGE>

         3.7  Statement of Benefits.  Within a reasonable  time after the end of
the Plan Year and at the date a Participant's  Deferral Benefit or Death Benefit
becomes  payable  under  the  Plan,  the  Administrator  shall  provide  to each
Participant  (or, if deceased,  to his  Beneficiary)  a statement of the benefit
under the Plan.

                                   ARTICLE IV
                            Accounts and Investments

         4.1 Accounts.  A separate  Account under the Plan shall be  established
for each  Participant.  Such  Account  shall be (a)  credited  with the  amounts
credited in accordance  with Sections 3.2 and 3.3, (b) credited (or charged,  as
the case may be) with the  investment  results  determined  in  accordance  with
Sections 4.2 and 4.3, and (c) charged with the amounts paid by the Plan to or on
behalf  of  the   Participant   in  accordance   with  Article  VII.  With  each
Participant's Account, separate subaccounts (including, as necessary, a Deferred
Stock Unit  Account and a Deferred  Cash  Account)  shall be  maintained  to the
extent that the Board determines them necessary or useful in the  administration
of the Plan.

         4.2 Deferred Stock Units.  Except as provided  below,  a  Participant's
Deferred  Stock Unit Account shall be treated as if it were invested in Deferred
Stock Units that are  equivalent in value to the fair market value of the shares
of the Corporation's common stock in accordance with the following rules:

                  (a)  The  number  of  Deferred   Stock  Units  credited  to  a
         Participant's  Deferred  Stock Unit Account  shall be increased on each
         date on which a dividend is paid on the Corporation's common stock. The
         number of additional  Deferred Stock Units credited to a  Participant's
         Deferred  Stock  Unit  Account  as a result of such  increase  shall be
         determined by (i)  multiplying the total number of Deferred Stock Units
         (with  fractional  Deferred  Stock  Units  rounded  off to the  nearest
         thousandth)  credited to the Participant's  Deferred Stock Unit Account
         immediately before such increase by the amount of the dividend paid per
         share of the  Corporation's  common stock on the dividend payment date,
         and (ii) dividing the product so determined by the Closing Price on the
         dividend payment date.

                  (b) The dollar value of the Deferred Stock Units credited to a
         Participant's  Deferred  Stock  Unit  Account  on  any  date  shall  be
         determined by multiplying the number of Deferred Stock Units (including
         fractional Deferred Stock Units) credited to the Participant's Deferred
         Stock Unit Account by the Closing Price on that date.

                  (c) In the event of a transaction  or event  described in this
         subsection  (c),  the number of  Deferred  Stock  Units  credited  to a
         Participant's  Deferred  Stock Unit  Account  shall be adjusted in such
         manner  as the  Board,  in its  sole  discretion,  deems  equitable.  A
         transaction or event is described in this subsection (c) if (i) it is a
         dividend (other than regular quarterly dividends) or other distribution
         (whether  in the  form of  cash,  shares,  other  securities,  or other
         property), extraordinary cash dividend, recapitalization,  stock split,
         reverse stock split, reorganization,  merger, consolidation,  split-up,
         spin-off,  repurchase,  or exchange of shares or other securities,  the
         issuance or  exercisability  of stock purchase rights,  the issuance of
         warrants or other  rights to

                                        7
<PAGE>

         purchase  shares  or  other  securities,  or  other  similar  corporate
         transaction  or  event  and  (ii)  the  Board   determines   that  such
         transaction  or event  affects the shares of the  Corporation's  common
         stock,  such  that an  adjustment  pursuant  to this  paragraph  (c) is
         appropriate  to prevent  dilution  or  enlargement  of the  benefits or
         potential benefits intended to be made available under the Plan.

         4.3  Hypothetical  Nature of Accounts  and  Investments.  Each  Account
established  under this Article IV shall be maintained for bookkeeping  purposes
only. Neither the Plan nor any of the Accounts  established under the Plan shall
hold any actual funds or assets. The Deferred Stock Units established  hereunder
shall be used solely to determine  the amounts to be paid  hereunder,  shall not
represent an equity security of the Corporation,  and shall not carry any voting
or dividend rights.

                                    ARTICLE V
                                     Vesting

         5.1 Vesting.  A Participant's  Deferred Cash Account and Deferred Stock
Unit Account shall be fully vested and non-forfeitable at all times.

                                   ARTICLE VI
                                 Death Benefits

         6.1 Pre-Benefit  Commencement  Date Death Benefit.  In the event that a
Participant dies prior to his Benefit Commencement Date, the Beneficiary of such
Participant  shall be entitled to receive as a Death  Benefit an amount equal to
the  Deferral  Benefit  that  the  Participant   would  have  received  had  the
Participant  lived  to the  Benefit  Commencement  Date  and  received  the full
Deferral Benefit. This Death Benefit shall be calculated by increasing the value
of the  Participant's  Deferred  Cash Account by the amount that would have been
credited as  interest  at the Rate of Return from the date of death  through the
Participant's   Benefit  Commencement  Date  assuming,   for  purposes  of  this
additional  interest  crediting  only,  the  Participant's  Deferred  Stock Unit
Account  had  been  converted  to a  Deferred  Cash  Account  and  added  to the
Participant's  existing  Deferred  Cash Account as of the first day of the month
following  the  Participant's  date of death.  This Death  Benefit shall be paid
pursuant to the  Participant's  election  form except that the payment  shall be
made, or begin, on the first of January after the  Participant's  date of death.
To the extent not paid out in a lump sum  payment,  the  Participant's  Deferred
Stock Unit Account will continue to be credited with  additional  Deferred Stock
Units  in  accordance  with  Section  4.2 and the  Participant's  Deferred  Cash
Account,  as adjusted by this Section 6.1, shall accrue  interest  thereafter at
the Rate of Return.

         6.2 Post-Benefit  Commencement Date Death Benefit.  In the event that a
Participant  dies after his Benefit  Commencement  Date, then the Beneficiary of
such Participant  shall be entitled to receive as a Death Benefit a continuation
of the payment of the Deferral Benefit in the same manner and in the same amount
that the Participant  would have received had the  Participant  lived to receive
the Deferral Benefit.

                                        8
<PAGE>

                                   ARTICLE VII
                               Payment of Benefits

         7.1 Payment of Deferral Benefit. A Participant's  Deferral Benefit,  if
any, shall become payable to the Participant as of the Benefit Commencement Date
specified in his Deferral Election or as soon thereafter as is  administratively
practical.  If the  Participant  has elected to receive the Deferral  Benefit in
quarterly installments, each of the Participant's quarterly installment payments
shall  be  comprised  of  accrued  interest,  if any,  and that  portion  of the
Participant's  Deferral  Benefit  equal  to the  balances  in the  Participant's
Deferred Cash Account and Deferred  Stock Unit Account  divided by the number of
remaining installment payments to be made to the Participant.

         7.2 Payment of Death Benefit.  A Participant's  pre-commencement  Death
Benefit  shall be  payable  to his  Beneficiary  as set forth in  Article  VI. A
Participant's  post-commencement  Death  Benefit  shall be paid in  installments
payable  quarterly  over  the  period  irrevocably  elected  by the  Participant
pursuant to his Deferral Election.

         7.3 Form of Payment of Deferral  Benefit.  A Participant  shall be paid
his Deferral Benefit beginning at the Benefit Commencement Date in a lump sum or
in periodic  installment  payments payable quarterly over a period of five, ten,
or fifteen years as irrevocably  elected by the Participant  pursuant to Section
3.3. A Participant's  Deferred Stock Unit Account shall be paid in shares of the
Corporation's  common  stock,  with  fractional  shares  paid in  cash,  and the
Deferred Cash Account shall be paid in cash.

         7.4 Benefit  Determination  and Payment  Procedure.  The  Administrator
shall make all  determinations  concerning  eligibility  for benefits  under the
Plan,  the time or terms of  payment,  and the form or manner of  payment to the
Participant or the Participant's  Beneficiary,  in the event of the death of the
Participant.  The  Administrator  shall promptly  notify the Corporation of each
such  determination that benefit payments are due and provide to the Corporation
all  other  information  necessary  to allow the  Corporation  to carry out said
determination,  whereupon the Corporation  shall pay such benefits in accordance
with the Administrator's determination.

         7.5  Payments  to  Minors  and   Incompetents.   If  a  Participant  or
Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged
to be legally incapable of giving valid receipt and discharge for such benefits,
or is deemed so by the  Administrator,  benefits  will be paid to such person as
the  Administrator  may  designate  for  the  benefit  of  such  Participant  or
Beneficiary.  Such payments shall be considered a payment to such Participant or
Beneficiary and shall, to the extent made, be deemed a complete discharge of any
liability for such payments under the Plan.

         7.6  Distribution of Benefit When  Distributee  Cannot Be Located.  The
Administrator  shall make all  reasonable  attempts to  determine  the  identity
and/or whereabouts of a Participant or a Participant's  Beneficiary  entitled to
benefits under the Plan,  including the mailing by certified mail of a notice to
the  last  known  address  shown  on the  Corporation's  or the  Administrator's
records.  If the  Administrator  is unable to locate  such a person  entitled to

                                        9
<PAGE>

benefits  hereunder,  or if there has been no claim made for such benefits,  the
Corporation  shall continue to hold the benefit due such person,  subject to any
applicable statute of escheats.


                                  ARTICLE VIII
                             Beneficiary Designation

         8.1      Beneficiary Designation.

         (a)  A  Participant  may  designate  a  Beneficiary.   Any  Beneficiary
designation  made hereunder shall be effective only if properly signed and dated
by the Participant and delivered to the  Administrator  prior to the time of the
Participant's  death. The most recent  Beneficiary  designation  received by the
Administrator shall be the effective Beneficiary  designation for all Plan Years
and shall  supercede  all prior  Beneficiary  designations  unless  specifically
designated  otherwise.   Any  Beneficiary  designation  hereunder  shall  remain
effective until changed or revoked hereunder.

         (b) A Beneficiary  designation may be changed by the Participant at any
time,  or from time to time,  by filing a new  designation  in writing  with the
Administrator.

         (c) If the Participant dies without having designated a Beneficiary, or
if the Beneficiary so designated has  predeceased  him, then his estate shall be
deemed to be his Beneficiary.

         (d) If a Beneficiary of the  Participant  shall survive the Participant
but shall die before the  Participant's  entire  benefit under the Plan has been
distributed,  then the unpaid balance  thereof shall be distributed to any other
beneficiary  named by the  deceased  Beneficiary  to receive his interest or, if
none, to the estate of the deceased Beneficiary.

                                   ARTICLE IX
                                   Withdrawals

         9.1 No Withdrawals  Permitted.  No  withdrawals or other  distributions
shall be  permitted  from the  Deferred  Cash  Account and  Deferred  Stock Unit
Account except as provided in Article VII.

         9.2      Hardship Exemption.

         (a) A distribution of a portion of the  Participant's  Deferral Account
because  of an  Unforeseeable  Emergency  will be  permitted  only to the extent
required  by  the  Participant  to  satisfy  the  emergency  need.   Whether  an
Unforeseeable   Emergency  has  occurred  will  be  determined   solely  by  the
Administrator.  Distributions in the event of an Unforeseeable  Emergency may be
made by and with the approval of the  Administrator  upon  written  request by a
Participant.

         (b) An  "Unforeseeable  Emergency"  is  defined  as a severe  financial
hardship to the  Participant  resulting from a sudden and unexpected  illness or
accident of the  Participant or of a dependent of the  Participant,  loss of the
Participant's  property  due to casualty,  or other  similar

                                       10
<PAGE>

extraordinary  and  unforeseeable  circumstances  arising  as a result of events
beyond the  Participant's  control.  The  circumstances  that will constitute an
Unforeseeable  Emergency  will depend  upon the facts of each case,  but, in any
event,  any  distribution  under this Section 9.2 shall not exceed the remaining
amount   required  by  the   Participant  to  resolve  the  hardship  after  (i)
reimbursement  or compensation  through  insurance or otherwise,  (ii) obtaining
liquidation of the  Participant's  assets,  to the extent such liquidation would
not itself cause a severe financial  hardship,  or (iii) suspension of deferrals
under the Plan.

                                    ARTICLE X
                                     Funding

         10.1     Funding.

         (a) All Plan  Participants  and  Beneficiaries  are  general  unsecured
creditors of the Corporation  with respect to the benefits due hereunder and the
Plan  constitutes a mere promise by the Corporation to make benefit  payments in
the future.  It is the intention of the Corporation  that the Plan be considered
unfunded for tax purposes.

         (b)  The  Corporation  may,  but  is not  required  to,  purchase  life
insurance in amounts  sufficient to provide some or all of the benefits provided
under this Plan or may otherwise segregate assets for such purpose.

         (c) The  Corporation  may, but is not required to,  establish a grantor
trust which may be used to hold assets of the  Corporation  which are maintained
as reserves against the Corporation's unfunded, unsecured obligations hereunder.
Such reserves  shall at all times be subject to the claims of the  Corporation's
creditors. To the extent such trust or other vehicle is established,  and assets
contributed,   for  the  purpose  of  fulfilling  the  Corporation's  obligation
hereunder,  then such  obligation  of the  Corporation  shall be  reduced to the
extent such  assets are  utilized to meet its  obligations  hereunder.  Any such
trust and the assets held thereunder are intended to conform in substance to the
terms of the model trust described in Revenue Procedure 92-64.

                                   ARTICLE XI
                                Change of Control

         11.1     Change of Control.

                  A "Change of Control" shall mean

         (a) The  acquisition  by any  individual,  entity or group  (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")) (a "Person") of beneficial  ownership  (within
the meaning of Rule 13d-3  promulgated under the Exchange Act) of 20% or more of
either (i) the then  outstanding  shares of common stock of the Corporation (the
"Outstanding Corporation common stock") or (ii) the combined voting power of the
then outstanding voting securities of the Corporation entitled to vote generally
in the election

                                       11
<PAGE>

of  directors  (the  "Outstanding  Corporation  Voting  Securities");  provided,
however,  that for purposes of this subsection  (a), the following  acquisitions
shall not constitute a Change of Control:  (i) any acquisition directly from the
Corporation,  (ii) any acquisition by the Corporation,  (iii) any acquisition by
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Corporation  or any  corporation  controlled  by the  Corporation  or  (iv)  any
acquisition  by any  corporation  pursuant to a transaction  which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section; or

         (b)  Individuals  who,  as of the date  hereof,  constitute  the  Board
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose election,  or nomination for election by the Corporation's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

         (c) Consummation of a  reorganization,  merger or consolidation or sale
or  other  disposition  of  all  or  substantially  all  of  the  assets  of the
Corporation (a "Business  Combination"),  in each case,  unless,  following such
Business  Combination,  (i)  all or  substantially  all of the  individuals  and
entities  who were  the  beneficial  owners,  respectively,  of the  Outstanding
Corporation   common  stock  and  Outstanding   Corporation   Voting  Securities
immediately  prior to such Business  Combination  beneficially  own, directly or
indirectly,  more  than 50% of,  respectively,  the then  outstanding  shares of
common  stock  and the  combined  voting  power of the then  outstanding  voting
securities entitled to vote generally in the election of directors,  as the case
may be, of the corporation resulting from such Business Combination  (including,
without  limitation a corporation which as a result of such transaction owns the
Corporation  or all or  substantially  all of the  Corporation's  assets  either
directly  or  through  one or  more  subsidiaries)  in  substantially  the  same
proportions as their ownership,  immediately prior to such Business  Combination
of the Outstanding  Corporation common stock and Outstanding  Corporation Voting
Securities,  as the case  may be,  (ii) no  Person  (excluding  any  corporation
resulting  from such  Business  Combination  or any  employee  benefit  plan (or
related  trust)  of the  Corporation  or such  corporation  resulting  from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership  existed prior to the Business  Combination  and (iii) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination; or

         (d)  Approval  by the  shareholders  of the  Corporation  of a complete
liquidation or dissolution of the Corporation.

         Notwithstanding  the foregoing,  for purposes of subsection (a) of this
Section,  a Change of Control  shall not be deemed to have taken  place if, as a
result of an  acquisition  by the

                                       12
<PAGE>
Corporation  which  reduces  the  Outstanding  Corporation  common  stock or the
Outstanding Corporation Voting Securities,  the beneficial ownership of a Person
increases  to 20% or more of the  Outstanding  Corporation  common  stock or the
Outstanding Corporation Voting Securities;  provided,  however, that if a Person
shall become the beneficial owner of 20% or more of the Outstanding  Corporation
common stock or the Outstanding Corporation Voting Securities by reason of share
purchases by the Corporation and, after such share purchases by the Corporation,
such  Person  becomes  the  beneficial  owner of any  additional  shares  of the
Outstanding  Corporation  common  stock or the  Outstanding  Corporation  Voting
Stock, for purposes of subsection (a) of this Section, a Change of Control shall
be deemed to have taken place.

         11.2     Effect of Change of Control.

         (a) Upon a Change of Control,  the Corporation shall establish,  if one
has not been  established,  a grantor trust, as described in Section 10.1(c) and
shall  contribute  to such trust  within seven (7) days of the Change of Control
and within thirty (30) days of the end of each Plan Year thereafter,  a lump sum
payment equal to the difference between the aggregate value of all Participants'
Accounts  and the value of the  assets of the trust on the date of the Change of
Control or end of the Plan Year.

         (b)  Notwithstanding  any other  provision in any other Article of this
Plan to the contrary,  in the event a Participant  ceases to serve as a Director
of the  Corporation  (or as a Director of any  publicly  held  acquiring  parent
corporation  in the event the  Corporation  is not the  surviving  publicly held
parent corporation in the Change of Control  transaction) within three (3) years
following  a Change of  Control,  (i) the  value of all  amounts  deferred  by a
Participant  which have not yet been credited to the  Participant's  Account and
(ii) the value of such Participant's Account shall be paid to the Participant in
a  lump-sum  payment  no later  than  thirty  (30)  days  after  the date of the
Participant's  separation from service. The value of such Participant's Deferred
Stock Unit Account shall be paid in shares of the Corporation's common stock (or
an Acquiring  Corporation's  stock as provided in Section 11.2(c),  below), with
fractional shares paid in cash and the value of such Participant's Deferred Cash
Account shall be paid in cash.

         (c) Upon a Change of Control,  each  Participant's  Stock Unit  Account
shall be adjusted as provided in Section  4.1(c).  The amount of such adjustment
shall be determined by the Board  (which,  for this purpose,  shall be comprised
solely of employee members of the Board prior to the Change of Control) so as to
reflect  fairly  and  equitably  appropriate  circumstances  as the Board  deems
appropriate,  including,  without limitation,  the recent price of shares of the
Corporation's  common  stock.  For  purposes of  adjustments  under this Section
11.2(c),  the value of a  Participant's  Deferred  Stock Unit  Account  shall be
adjusted to the greater of (1) the Closing Price on or nearest the date on which
the Change of Control is deemed to occur, or (2) the highest per share price for
shares of the  Corporation's  common stock actually paid in connection  with the
Change of  Control.  In the event the  consideration  received  in the Change of
Controltransaction  by the holders of the  Corporation's  common stock  includes
shares  of  stock of  another  corporation  (an  "Acquiring  Corporation"),  the
adjustment  under this Section  11.2(c) shall include  converting  each Deferred
Stock Unit into units of stock of the Acquiring Corporation of the same class as
the shares  received by the  holders of the  Corporation's  common  stock in the
Change of Control  transaction  using the same  exchange  ratio as the  exchange
ratio used in the Change of

                                       13
<PAGE>

Control  transaction and such units shall be deemed to be equivalent in value to
the fair market value of such shares of the  Acquiring  Corporation.  Such units
shall thereafter be deemed to be Deferred Stock Units within the meaning of this
Plan and accounted for and adjusted accordingly.  Any other adjustment made to a
Deferred  Stock  Unit  Account,   including  an  adjustment  relating  to  other
consideration  received in the Change of Control  transaction  by the holders of
the Corporation's common stock, shall be credited to the Participant's  Deferred
Cash Account.

                                   ARTICLE XII
                               Plan Administrator

         12.1 Appointment of Administrator.  Compensation  Committee may appoint
one or more persons to serve as the Plan Administrator (the "Administrator") for
the  purpose  of  administering  the Plan.  In the event more than one person is
appointed,  the persons shall form a committee for the purpose of functioning as
the   Administrator  of  the  Plan.  The  person  or  committeemen   serving  as
Administrator   shall  serve  for  indefinite  terms  at  the  pleasure  of  the
Compensation Committee, and may, by thirty (30) days prior written notice to the
Compensation Committee, terminate such appointment.

         12.2 Duties and Responsibilities of Plan Administrator.

         (a) The  Administrator  shall  maintain  and retain  necessary  records
regarding its administration of the Plan.

         (b) The  Administrator  is empowered to settle claims  against the Plan
and to make such  equitable  adjustments  in a  Participant's  or  Beneficiary's
rights or  entitlements  under the Plan as it deems  appropriate in the event an
error or omission is discovered or claimed in the operation or administration of
the Plan.

         (c) The  Administrator may construe the Plan,  correct defects,  supply
omissions or reconcile inconsistencies to the extent necessary to effectuate the
Plan, and such action shall be conclusive.

                                  ARTICLE XIII
                        Amendment or Termination of Plan

         13.1  Amendment or  Termination of the Plan. The Plan may be terminated
or amended at any time by the Board,  effective  as of any date  specified.  Any
such action taken by the Board shall be  evidenced by a resolution  and shall be
communicated  to  Participants  and  Beneficiaries  prior to the effective  date
thereof.  No amendment or termination  shall decrease a  Participant's  Deferral
Benefit accrued prior to the effective date of the amendment or termination. The
Board  reserves the right to  unilaterally  shorten the  deferral  period of any
Participant  hereunder in its sole  discretion  if, in its sole  discretion,  it
determines that to do so will be fair and equitable to the Participant.

                                       14
<PAGE>

                                   ARTICLE XIV
                                  Miscellaneous

         14.1  Non-assignability.  The interests of each  Participant  under the
Plan are not subject to claims of the Participant's  creditors;  and neither the
Participant nor his Beneficiary shall have any right to sell,  assign,  transfer
or otherwise convey the right to receive any payments  hereunder or any interest
under the Plan,  which  payments  and  interest  are  expressly  declared  to be
non-assignable and non-transferable.

         14.2 Notices and Elections. All notices required to be given in writing
and all elections required to be made in writing under any provision of the Plan
shall be invalid unless made on such forms as may be provided or approved by the
Administrator  and,  in the case of a notice or  election  by a  Participant  or
Beneficiary,  unless  executed by the  Participant  or  Beneficiary  giving such
notice or making such election.  Notices and elections  shall be deemed given or
made when received by any member of the committee that serves as Administrator.

         14.3 Delegation of Authority.  Whenever the Corporation is permitted or
required to perform any act,  such act may be performed  by its Chief  Executive
Officer or  President  or other person duly  authorized  by its Chief  Executive
Officer or President or its Board.

         14.4  Service  of  Process.  The  Administrator  shall be the agent for
service of process on the Plan.

         14.5  Governing  Law.  The  Plan  shall  be  construed,   enforced  and
administered in accordance with the laws of the Commonwealth of Virginia.

         14.6  Binding  Effect.  The Plan shall be binding upon and inure to the
benefit of the Corporation,  its successors and assigns, and the Participant and
his heirs, executors, administrators and legal representatives.

         14.7  Severability.  If any provision of the Plan should for any reason
be declared invalid or unenforceable by a court of competent  jurisdiction,  the
remaining provisions shall nevertheless remain in full force and effect.

         14.8 Gender and Number.  In the construction of the Plan, the masculine
shall  include the feminine or neuter and the singular  shall include the plural
and vice-versa in all cases where such meanings would be appropriate.

         14.9 Titles and Captions.  Titles and captions and headings herein have
been  inserted for  convenience  of reference  only and are to be ignored in any
construction of the provisions hereof.

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