LANDAMERICA FINANCIAL GROUP INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2











                        LandAmerica Financial Group, Inc.
                        Executive Voluntary Deferral Plan





















                                    Effective
                                December 1, 1998

                         Amended and Restated Effective
                                 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     Annual Bonus Date..................................................1
    1.5     Beneficiary........................................................1
    1.6     Benefit Commencement Date..........................................1
    1.7     Board..............................................................1
    1.8     Bonus..............................................................1
    1.9     Closing Price......................................................2
    1.10    Code...............................................................2
    1.11    Committee..........................................................2
    1.12    Corporation........................................................2
    1.13    Death Benefit......................................................2
    1.14    Deferral Amount....................................................2
    1.15    Deferral Benefit...................................................2
    1.16    Deferral Contribution..............................................2
    1.17    Deferral Contribution..............................................2
    1.18    Deferral Election..................................................2
    1.19    Deferral Premium...................................................2
    1.20    Deferred Cash Account..............................................2
    1.21    Deferred Stock Unit................................................2
    1.22    Deferred Stock Unit Account........................................3
    1.23    Disabled and Disability............................................3
    1.24    Effective Date.....................................................3
    1.25    Eligible Executive.................................................3
    1.26    First Plan Year....................................................3
    1.27    Participant........................................................3
    1.28    Plan...............................................................3
    1.29    Plan Year..........................................................3
    1.30    Rate of Return.....................................................3
    1.31    Retirement.........................................................3

            ARTICLE II Eligibility and Participation...........................3
    2.1     Eligibility........................................................3
    2.2     Participation......................................................4
    2.3     Commencement of Active Participation...............................4
    2.4     Length of Participation............................................4

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            ARTICLE III Determination of Deferral..............................4
    3.1     Deferral Benefit...................................................4
    3.2     Deferral Election..................................................4
    3.3     Subtractions from Deferred Cash Account and Deferred Stock Unit
            Account............................................................6
    3.4     Crediting of Interest to Deferred Cash Account.....................6
    3.5     Equitable Adjustment in Case of Error or Omission..................6
    3.6     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


            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
    7.7     Deferral Benefit Upon Disability or Retirement....................10


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


            ARTICLE IX Withdrawals............................................11
    9.1     No Withdrawals Permitted..........................................11
    9.2     Hardship Exemption................................................11


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


            ARTICLE XI Change of Control......................................12

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   11.1     Change of Control.................................................12
   11.2     Effect of Change of Control.......................................13


            ARTICLE XII Plan Administrator....................................14
   12.1     Appointment of Administrator......................................14
   12.2     Duties and Responsibilities of Plan Administrator.................14
   12.3     Claims Procedures.................................................15


            ARTICLE XIII Amendment or Termination of Plan.....................16
   13.1     Amendment or Termination of the Plan..............................16


            ARTICLE XIV Miscellaneous.........................................16
   14.1     Non-assignability.................................................16
   14.2     Notices and Elections.............................................16
   14.3     Delegation of Authority...........................................16
   14.4     Service of Process................................................17
   14.5     Governing Law.....................................................17
   14.6     Binding Effect....................................................17
   14.7     Severability......................................................17
   14.8     Gender and Number.................................................17
   14.9     Titles and Captions...............................................17

                                       iii

<PAGE>

                        LandAmerica Financial Group, Inc.
                        Executive Voluntary Deferral Plan

         The  Board  of  Directors  is of the  opinion  that  it is in the  best
interests of LandAmerica  Financial Group,  Inc. (the  "Corporation") to provide
certain key executives an opportunity to defer receipt of bonus payments as well
as an  opportunity  for such key  executives to align their  interests  with the
Corporation by being tied to the performance of the Corporation's common stock.

         Pursuant  to action  taken by the  Board of  Directors,  the  following
LandAmerica Financial Group, Inc. Executive Voluntary Deferral Plan (the "Plan")
is hereby adopted.

                                    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  Committee  or  its  designee  is  the  Plan
Administrator.

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

         1.4 "Annual  Bonus  Date:" The date in a  particular  year on which the
Bonus awarded to those  Participants who receive solely one Bonus award per year
becomes  payable or would  otherwise  become  payable,  but for a  Participant's
Deferral Election.

         1.5 "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.

         1.6 "Benefit  Commencement  Date": The date irrevocably  elected by the
Participant  pursuant  to  Section  3.2,  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 Plan Year.

         1.7 "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.

         1.8 "Bonus":  Compensation  paid to a Participant for services rendered
to the Corporation,  which is designated as a "bonus" by the Committee and which
shall include without limitation any pre-tax or sub-goal bonuses.

                                        1
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         1.9 "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.

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

         1.11 "Committee": The Compensation Committee of the Board.

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

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

         1.14 "Deferral Amount":  With respect to each Plan Year, the sum of the
Deferral  Contributions  of a  Participant  with respect to his Bonus to be paid
during the Plan Year.

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

         1.16 "Deferral  Contribution":  The portion of a  Participant's  Bonus,
which is deferred under the Plan.

         1.17  "Deferral  Contribution  Date":  The Annual Bonus Date on which a
Deferral  Contribution is credited to a  Participant's  Deferred Cash Account or
Deferred Stock Unit Account in accordance with Section 3.2.

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

         1.19 "Deferral  Premium":  Additional Deferred Stock Units awarded to a
Participant  who elects to defer his Bonus into the Deferred  Stock Unit Account
equal to twenty percent (20%) of the  Participant's  Deferral  Contribution into
the Deferred Stock Unit Account for a given Plan Year.

         1.20  "Deferred  Cash  Account":   An  unfunded,   bookkeeping  account
maintained on the books of the Corporation for a Participant, which reflects the
Participant's  Deferral Contributions made under the Plan. 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 Plan
Year.

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

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         1.22 "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.
Separate  subdivisions of the Deferred Stock Unit Account shall be maintained to
reflect Deferral  Contributions  made and Deferral  Benefits  attributable  with
respect to each Plan Year and within each Plan Year, the Deferral  Contributions
and  Deferral  Benefits  attributable  to  Deferral  Contributions  of Bonus and
Deferral Premiums.

         1.23  "Disabled" and "Disability"  shall have the meanings  assigned to
such terms in the Company's Long-Term Disability Plan.

         1.24  "Effective  Date":  The Effective Date of the Plan is December 1,
1998.

         1.25  "Eligible  Executive":  An  executive  who has the rank of Senior
Vice-President of the Company, or higher.

         1.26  "First Plan Year": The Plan Year commencing January 1, 1998.

         1.27  "Participant": An Eligible Executive 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.

         1.28 "Plan": This document, as contained herein or duly amended,  which
shall be known as the "LandAmerica  Financial Group,  Inc.  Executive  Voluntary
Deferral Plan".

         1.29 "Plan Year": The calendar year during which a Participant's  Bonus
is earned.

         1.30 "Rate of Return":  Eight percent (8%) for the First Plan Year, and
eight percent (8%) for subsequent  Plan Years until,  if ever,  increased by the
Compensation Committee.

         1.31 "Retirement":  A Participant's  termination of employment with the
Company at or after age 65.



                                   ARTICLE II
                          Eligibility and Participation

         2.1  Eligibility.   Each  Eligible   Executive  shall  be  eligible  to
participate  in the Plan and to defer  Bonus for such Plan Year as  provided  in
this Plan.  Any  questions as to whether an executive of the Company is employed
at the  level of Senior  Vice-President  of the  Company,  or

                                        3
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higher,  shall be determined by the  Administrator,  in its sole discretion,  in
accordance with Company policy, if any, on such matters.

         2.2 Participation.

         (a) In order to  become  an  Active  Participant  and to make  Deferral
Contributions  with respect to a Plan Year, an Eligible Executive must file with
the  Administrator  a  Deferral  Election,  in  accordance  with the  terms  and
conditions  set forth in Section  3.2.  For the First Plan Year,  such  Deferral
Election must be filed no later than December 31, 1998. With respect to all Plan
Years other than the First Plan Year,  such  Deferral  Election must be filed no
later than the December 31  preceding  such Plan Year or at such earlier time as
may be set by the Committee in its sole discretion.

         (b) By executing and filing such election  with the  Administrator,  an
Eligible Executive 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 Plan and
         all amendments thereto.

         2.3 Commencement of Active  Participation.  An Eligible Executive shall
become an Active  Participant with respect to a Plan Year only if he is expected
to have Bonus  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.


                                   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 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 defer  part or all of the  Participant's  Bonus for a given Plan
Year,  which  is  specified  in his  Deferral  Election  for such

                                        4
<PAGE>

Plan Year in accordance  with the  conditions set forth in this Section 3.2. Any
such Deferral Election must be filed with the Administrator at the time required
under Section 2.2(a).

         (b) The following conditions apply:

                  (i) The  maximum  Deferral  Contribution  with  respect to any
         Participant  for a Plan Year shall be one hundred percent (100%) of his
         Bonus for such Plan Year,  and such election  shall be expressed by the
         Participant's  indication  of (x) the excess of a dollar  level,  (y) a
         stated percentage, or (z) a stated percentage of the excess of a dollar
         level of the Participant's Bonus for a given Plan Year.

                  (ii) On such election form, the Participant shall indicate how
         the Deferral  Contribution is to be allocated between the Participant's
         Deferred  Cash  Account  and  the  Participant's  Deferred  Stock  Unit
         Account.  To the extent that a Participant elects to defer amounts into
         his Deferred  Cash  Account,  the  Participant's  Deferred Cash Account
         shall be credited with the dollar  amount of the Deferral  Contribution
         allocated to such  Account  either (i) as of the day on which the Bonus
         would  otherwise  be paid to the  Participant  if such day is an Annual
         Bonus Date;  or (ii) if such day on which the Bonus would  otherwise be
         paid is not an Annual Bonus Date, then as of the next occurring  Annual
         Bonus Date.  To the extent that a  Participant  elects to defer amounts
         into his Deferred Stock Unit Account, the Participant's  Deferred Stock
         Unit Account shall be credited with that number of Deferred Stock Units
         determined by dividing the dollar amount of the Participant's  Deferral
         Contribution  to the Deferred  Stock Unit Account by the Closing  Price
         either (i) as of the day on which the Bonus would  otherwise be paid to
         the  Participant  if such day is an Annual Bonus Date;  or (ii) if such
         day on which the Bonus would  otherwise  be paid is not an Annual Bonus
         Date, then as of the next occurring Annual Bonus Date. The Annual Bonus
         Date on which a  Participant's  Deferred Cash Account or Deferred Stock
         Unit Account is credited in  accordance  with this Section 3.2 shall be
         referred to as the Deferral Contribution Date.

                  (iii) A Participant  who makes a Deferral  Contribution  for a
         given Plan Year into the  Participant's  Deferred  Stock  Unit  Account
         shall  receive a Deferral  Premium of additional  Deferred  Stock Units
         equal  to  twenty   percent   (20%)  of  the   Participant's   Deferral
         Contribution to his Deferred Stock Unit Account for such Plan Year. The
         Deferral Premium shall be credited to the Participant's  Deferred Stock
         Unit  Account in addition  to the  Deferred  Stock Units  received as a
         result of the election to defer the  Participant's  Bonus in the manner
         provided in this Section 3.2,  although such Deferral  Premium shall be
         subject to certain vesting requirements set forth in (ix) below.

                  (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  any  such  information  as the
         Administrator may require.

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<PAGE>

                  (vi) A Deferral  Election  must  specify the manner of payment
         and the period of payment.  A  Participant  may elect to receive a lump
         sum payment or quarterly  installment  payments over a term of years of
         up to fifteen years.

                  (vii)  A  Deferral   Election   must   specify   the   Benefit
         Commencement  Date. A  Participant  may elect to receive  payments on a
         date  which is at least two (2) years  from the  Deferral  Contribution
         Date for such  election  but in no event  later than the  Participant's
         70th birthday or on a date which is the later of two (2) years from the
         Deferral Contribution Date for such election but in no event later than
         the  Participant's  70th birthday or the  Participant's  termination of
         employment  with  the  Corporation.   The  Benefit   Commencement  Date
         specified in the  Participant's  Deferral  Election may be  accelerated
         upon the Participant's death,  Disability,  Retirement or upon a Change
         of Control as further provided in this Plan.

                  (viii) A Participant  shall have the option of postponing  the
         elected Benefit  Commencement  Date of a Deferral  Benefit whether from
         the Participant's  Deferred Cash Account or Deferred Stock Unit Account
         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 a Participant  may not postpone the elected  Benefit
         Commencement Date past the Participant's  70th birthday.  A Participant
         shall make such election on a form designated by the Administrator.

                  (ix) The Participant shall forfeit a Deferral Premium (and any
         dividends credited to the Participant's  Deferred Stock Unit Account as
         a result of such Deferral  Premium) if the  Participant  separates from
         service to the Corporation before the second anniversary of the date on
         which the Deferral Premium was awarded for any reason other than (1) on
         account of the  Participant's  death,  Disability  or Retirement or (2)
         following a Change of Control with respect to Deferral Premiums awarded
         before the Change of Control.

         3.3  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.

         3.4  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.  Interest  shall be credited as earned.
Such interest shall be based on the applicable Rate of Return for the Plan Year.

         3.5 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
adjustments as the Administrator deems appropriate.

                                        6
<PAGE>

         3.6  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 Section 3.2, (b) credited (or charged,  as the case
may be) with the investment  results  determined in accordance with Section 4.2,
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 a Deferred Stock Unit Account and a Deferred Cash
Account shall be maintained.

         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  purchase  shares or other  securities,  or other  similar  corporate
transaction  or event and (ii) the

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<PAGE>

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, except that
Deferral Premiums and any dividends credited to the Participant's Deferred Stock
Unit  Account as a result of such  Deferral  Premiums  shall vest as provided in
Section 3.2 (ix).

                                   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,  no more than ninety (90) days 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 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
annual installment payments to be made to the Participant.

         7.2 Payment of Death Benefit.  A  Participant's  Death Benefit shall be
payable to his Beneficiary as set forth in Article VI.

         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  for the term of years as
irrevocably elected by the Participant  pursuant to Section 3.2. 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 has
the authority,  in its sole  discretion and judgment to 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 or  Disability  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
benefits

                                        9
<PAGE>

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.

         7.7 Deferral Benefit Upon Disability or Retirement. In the event of the
Participant's   Disability   or  Retirement   prior  to  his  selected   Benefit
Commencement Date, the Participant's Benefit Commencement Date shall be adjusted
to  the  first  day of the  month  following  the  Participant's  Retirement  or
Disability. To the extent not paid out in a lump sum payment, the Deferred Stock
Unit Account of a Participant who has elected to receive his Deferral Benefit in
quarterly  installments  shall continue to be credited with additional  Deferred
Stock Units in  accordance  with Section 4.2.  The Deferred  Cash Account  shall
continue to accrue interest at the Rate of Return.  The  Participant's  Deferral
Benefit shall become payable on the first day of the month  following such event
and shall be paid in the manner prescribed on the  Participant's  election form,
except with regard to the Participant's originally selected Benefit Commencement
Date.


                                  ARTICLE VIII
                             Beneficiary Designation

         8.1 Beneficiary Designation.

         (a)  A  Participant  may  designate  a  Beneficiary  and  a  contingent
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
a contingent  Beneficiary or if the  Participant  dies and the  Beneficiary  and
contingent  Beneficiary so named by the  Participant  have both  predeceased the
Participant,   then  the  Participant's   estate  shall  be  deemed  to  be  his
Beneficiary. In the event that the Participant dies and the Beneficiary so named
by  the  Participant  has  predeceased  the  Participant,   then  the  surviving
contingent Beneficiary, if any, shall be the 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.

                                       10
<PAGE>

                                   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 specifically provided in Articles VII and IX.

         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  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

                                       11
<PAGE>

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 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 (the
"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

                                       12
<PAGE>

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  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  separates from service to the
Corporation within three (3) years following a Change of Control,  other than on
account of the Participant's death,  Disability or Retirement,  (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 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

                                       13
<PAGE>

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  Deferred Stock Unit
Account  shall be adjusted as  provided  in Section  4.2(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 Control  transaction 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 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.

         (a) The Committee shall serve as the Administrator unless the Committee
has  appointed  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.  If the  Committee  has so
appointed an Administrator,  the person or committeemen serving as Administrator
shall serve for indefinite  terms at the pleasure of the Committee,  and may, by
thirty  (30)  days  prior  written  notice  to  the  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.

                                       14
<PAGE>

         (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 as provided in Section 12.3.

         (c) The  Administrator  has the  authority  in its  sole  judgment  and
discretion to construe the Plan, correct defects,  supply omissions or reconcile
inconsistencies  to the extent necessary to effectuate the Plan, and such action
shall be conclusive and binding on all Participants.

         12.3 Claims Procedures.

         (a) Any claim by a Participant or his or her Beneficiary (hereafter the
"Claimant") for benefits shall be submitted in writing to the Administrator. The
Administrator  shall be responsible for deciding  whether such claim is payable,
or the claimed relief otherwise is allowable,  under the provisions and rules of
the Plan (a "Covered Claim").  The Administrator  otherwise shall be responsible
for providing a full review of the  Administrator's  decision with regard to any
claim, upon a written request.

         (b) Each  Claimant  or other  interested  person  shall  file  with the
Administrator such pertinent  information as the Administrator may specify,  and
in such manner and form as the Administrator may specify; and, such person shall
not have any  rights  or be  entitled  to any  benefits,  or  further  benefits,
hereunder,  as the case may be, unless the required  information is filed by the
Claimant or on behalf of the Claimant. Each Claimant shall supply, at such times
and in such manner as may be required, written proof that the benefit is covered
under the Plan. If it is  determined  that a Claimant has not incurred a Covered
Claim or if the Claimant  shall fail to furnish such proof as is  requested,  no
benefits,  or no  further  benefits,  hereunder,  as the case  may be,  shall be
payable to such Claimant.

         (c) Notice of any decision by the Administrator with respect to a Claim
generally  shall be furnished to the Claimant  within ninety (90) days following
the  receipt  of the claim by the  Administrator  (or  within  ninety  (90) days
following the expiration of the initial ninety (90) day period in any case where
there are special  circumstances  requiring extension of time for processing the
claim). If special circumstances require an extension of time for processing the
claim,  written notice of the extension shall be furnished by the  Administrator
to the Claimant.

         (d)  Commencement  of  benefit  payments  shall  constitute  notice  of
approval of a claim to the extent of the amount of the approved benefit. If such
claim shall be wholly or partially denied,  such notice shall be in writing.  If
the Administrator  fails to notify the Claimant of the decision regarding his or
her claim in accordance with the "Claims Procedure" provisions,  the claim shall
be "deemed"  denied;  and, the Claimant  then shall be permitted to proceed with
the claims review procedure provided for herein.

         (e) Within sixty (60) days following  receipt by the Claimant of notice
of the claim  denial,  or within sixty (60) days  following the date of a deemed
denial,  the  Claimant  may  appeal  denial  of the  claim by  filing a  written
application  for review  with the  Administrator.  Following  such  request  for
review, the Administrator shall fully review the decision denying the claim. The

                                       15

<PAGE>

decision  of the  Administrator  then  shall  be made  within  sixty  (60)  days
following receipt by the Administrator of a timely request for review (or within
one hundred and twenty (120) days after such receipt,  in a case where there are
special  circumstances  requiring an extension of time for reviewing such denied
claim). The Administrator shall deliver its decision to the Claimant in writing.
If the decision on review is not furnished within the prescribed time, the claim
shall be deemed denied on review.

         (f) For all purposes  under the Plan,  the  decision  with respect to a
claim (if no review is  requested)  and the  decision  with  respect to a claims
review  (if  requested),   shall  be  final,   binding  and  conclusive  on  all
Participants,  Beneficiaries  and other  interested  parties,  as to all matters
relating to the Plan and Plan benefits. Further, each claims determination under
the Plan shall be made in the absolute and exclusive discretion and authority of
the Committee.

                                  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.

                                   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.

                                       16
<PAGE>

         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.




                                       17

</TEXT>
</DOCUMENT>
