LANDAMERICA FINANCIAL GROUP INC
EXHIBIT 10.43
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<TYPE>EX-10
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<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.43
<TEXT>


                                                                   Exhibit 10.43


                        LANDAMERICA FINANCIAL GROUP, INC.
                                    EMPLOYEE
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                      ------------------------------------


         THIS  AGREEMENT  dated as of the 20th day of  February,  2001,  between

LandAmerica  Financial Group, Inc., a Virginia corporation (the "Company"),  and

__________________  (the  "Optionee"),  is  made  pursuant  and  subject  to the

provisions of the Company's 2000 Stock  Incentive  Plan, as amended from time to

time (the "Plan"). All terms used herein that are defined in the Plan shall have

the same meanings given them in the Plan.

         1.       Grant  of  Option.  Pursuant  to the  terms of the  Plan,  the

Company, on February 20, 2001, granted to the Optionee, subject to the terms and

conditions of the Plan and subject  further to the terms and  conditions  herein

set forth,  the right and option to purchase from the Company all or any part of

an aggregate of _________ shares of the common stock of the Company (the "Common

Stock")  at the  option  price of  $36.80  per  share.  Such  option  is to be a

Non-Qualified Stock Option ("Option") exercisable as hereinafter provided.

         2.       Terms and Conditions.  This Option is subject to the following

terms and conditions:

                  (a)      Expiration  Date. The Expiration  Date of this Option

is February 20, 2008.

                  (b)      Exercise of Option.  Except as provided in paragraphs

3, 4, 5 and 6 below,  this  Option  shall  become  exercisable  with  respect to

twenty-five  percent (25%) of the total number of shares covered by this Option,

as set forth in paragraph 1 above, for each full 12 month period,  up to a total

of four (4) such  periods,  that the  Optionee  continues  to be employed by the

Company  after the date of the  granting  of this  Option.  Once this Option has

become  exercisable with respect to a particular  number of shares in accordance

with the preceding


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sentence,  it shall continue to be exercisable with respect to such shares until

the earlier of the termination of the Optionee's  rights  hereunder  pursuant to

paragraph  3, 4, 5 or 6, or the  Expiration  Date.  A partial  exercise  of this

Option  shall  not  affect  the   Optionee's   right  to  exercise  this  Option

subsequently  with respect to the remaining shares that are exercisable  subject

to the conditions of the Plan and this Agreement.

                  (c)      Method of  Exercising  and Payment  for Shares.  This

Option may be exercised only by written notice delivered to the attention of the

Company's Secretary at the Company's principal office in Richmond, Virginia. The

written notice shall specify the number of shares being acquired pursuant to the

exercise of the Option when such Option is being exercised in part in accordance

with  subparagraph  2(b) hereof.  The exercise date shall be the date upon which

such notice is received by the  Company.  Such notice  shall be  accompanied  by

payment  of the  option  price in full for each  share  either in cash in United

States  Dollars,  or by the  surrender  of shares of  Common  Stock,  or by cash

equivalent  acceptable  to the  Company  or any  combination  thereof  having an

aggregate fair market value equal to the option price.

                  (d)      Cashless   Exercise.   To  the  extent  permitted  by

applicable  laws and  regulations,  at the request of the Optionee,  the Company

will cooperate in a "cashless  exercise" in accordance  with Section 8.05 of the

Plan.

                  (e)      Tax Withholding.  Upon the exercise of this Option or

portion  thereof,  the Company  shall have the right to require the  Optionee to

reimburse the Company for any taxes required by any government to be withheld or

otherwise  deducted and paid with respect to such  exercise and not complete the

exercise of the Option until the Company is so  reimbursed.  At its  discretion,

the  Company  may retain and  withhold by means of cashing out a portion of such

Option, any such taxes required to be withheld by the Company.  In lieu thereof,

the Company


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<PAGE>

shall have the unrestricted  right to withhold,  from any other cash amounts due

(or to become due) from the  Company to the  Optionee,  an amount  equal to such

taxes  required to be withheld by the Company to  reimburse  the Company for any

such taxes.

                  (f)      Nontransferability.  This  Option is  nontransferable

except,  in the event of the Optionee's death, by will or by the laws of descent

and distribution  subject to the terms hereof.  During the Optionee's  lifetime,

this Option may be exercised only by the Optionee.

         3.       Exercise  in the  Event of Death.  This  Option  shall  become

exercisable  in full in the event that the Optionee  dies while  employed by the

Company or an affiliate and prior to the Expiration Date of this Option. In that

event,  this Option may be exercised by the Optionee's  estate, or the person or

persons to whom his rights  under this Option  shall pass by will or the laws of

descent and  distribution.  The Optionee's  estate or such persons must exercise

this Option,  if at all, within two years of the date of The Optionee's death or

during the remainder of the period preceding the Expiration  Date,  whichever is

shorter,  but in no event may the Option be exercised prior to the expiration of

six (6) months from the date of the grant of the Option.

         4.       Exercise in the Event of Permanent and Total Disability.  This

Option shall be  exercisable  in full if the Optionee  becomes  permanently  and

totally disabled (within the meaning of the Company's Long-Term Disability Plan)

while employed by the Company or an affiliate and prior to the  Expiration  Date

of this Option.  In such event,  the Optionee must  exercise this Option,  if at

all, within two years of the date on which he or she terminates  employment with

the Company due to permanent and total disability or during the remainder of the

period preceding the Expiration Date,  whichever is shorter, but in no event may

the Option be exercised  prior to the expiration of six (6) months from the date

of the grant of the Option.



                                       3
<PAGE>

         5.       Exercise After Retirement or Other Approved  Circumstance.  In

the event that the Optionee  retires from  employment with the Company or in any

other circumstance approved by the Committee in its sole discretion, this Option

shall become  exercisable  in full but must be exercised by the Optionee,  if at

all, within two years following his retirement  date, in the event of his or her

retirement,  or within the period  prescribed by the  Committee,  in an approved

circumstance,  or during the remainder of the period  preceding  the  Expiration

Date, whichever is shorter, but in no event may the Option be exercised prior to

the expiration of six (6) months from the date of the grant of the Option.

         6. Exercise After Termination of Employment.  In all events, other than

those events addressed in paragraphs 3, 4 and 5, in which the Optionee ceases to

be employed by the Company or an  affiliate  other than for cause,  the Optionee

may exercise  this Option,  in whole or in part,  with respect to that number of

shares  which are  exercisable  under  Paragraph  2 b.  above at the time of the

termination  of his  or her  employment;  provided  that  this  Option  must  be

exercised,  if at all,  within ninety (90) days following the date upon which he

or she ceases to be  employed  by the  Company or during  the  remainder  of the

period preceding the Expiration Date,  whichever is shorter, but in no event may

the Option be exercised  prior to the expiration of six (6) months from the date

of the grant of the Option.  If the  Optionee's  employment  is  terminated  for

cause, his or her right to exercise this Option shall terminate immediately. For

the   purposes  of  this   Agreement,   "cause"   shall  mean  conduct  that  is

unprofessional,  unethical,  immoral or  fraudulent  as  determined  in the sole

discretion of the Compensation Committee.

         7.       Fractional  Shares.  Fractional  shares  shall not be issuable

hereunder,  and  when  any  provision  hereof  may  entitle  the  Optionee  to a

fractional share such fraction shall be disregarded.



                                       4
<PAGE>

         8.       No Right to Continued Employment.  This Option does not confer

upon the Optionee any right with respect to  continuance  of  employment  by the

Company or an affiliate, nor shall it interfere in any way with the right of the

Company or an affiliate to terminate the Optionee's employment at any time.

         9.       Investment  Representation.  The Optionee agrees that,  unless

such shares shall  previously have been  registered  under the Securities Act of

1933,  (a) any shares  purchased by him or her  hereunder  will be purchased for

investment  and not with a view to  distribution  or resale,  and (b) until such

registration,  certificates  representing  such  shares may bear an  appropriate

legend to assure compliance with such Act. This investment  representation shall

terminate  when such shares have been  registered  under the  Securities  Act of

1933.

         10.      Change  of  Control  or  Capital  Structure.  Subject  to  any

required  action by the  shareholders  of the  Company,  the number of shares of

Common Stock covered by this Option,  and the price per share thereof,  shall be

proportionately  adjusted and its terms shall be adjusted as the Committee shall

determine to be equitably required for any increase or decrease in the number of

issued and outstanding  shares of Common Stock of the Company resulting from any

stock  dividend  (but  only on the  Common  Stock),  stock  split,  subdivision,

combination,  reclassification,  recapitalization or general issuance to holders

of Common Stock of rights to purchase  Common Stock at  substantially  below its

then fair market  value or any change in the number of such  shares  outstanding

effected without receipt of cash or property or labor or services by the Company

or for any spin-off,  spin-out,  split-up,  split-off or other  distribution  of

assets to shareholders.

         In the event of a Change of Control, the provisions of Section 13.03 of

the Plan  shall  apply to this  Option.  In the event of a change in the  Common

Stock of the Company as presently



                                       5
<PAGE>

constituted,  which is limited to a change of all of its authorized  shares with

par value into the same number of shares  with a different  par value or without

par value,  the shares  resulting from any such change shall be deemed to be the

Common Stock within the meaning of the Plan.

         The grant of this  Option  pursuant to the Plan shall not affect in any

way the right or power of the  Company to make  adjustments,  reclassifications,

reorganizations  or changes of its capital or business  structure or to merge or

to consolidate or to dissolve, liquidate or sell, or transfer all or any part of

its business or assets.

         11.      Governing  Law.  This  Agreement  shall  be  governed  by  and

construed  and  enforced  in  accordance  with the laws of the  Commonwealth  of

Virginia, except to the extent that federal law shall be deemed to apply.

         12.      Conflicts. In the event of any conflict between the provisions

of the  Plan  as in  effect  on the  date  hereof  and  the  provisions  of this

Agreement, the provisions of the Plan shall govern.

         13.      Optionee  Bound  by Plan.  The  Optionee  hereby  acknowledges

receipt  of a copy of the Plan and  agrees  to be  bound  by all the  terms  and

provisions thereof.

         14.      Binding Effect. Subject to the limitations stated above and in

the Plan,  this Agreement shall be binding upon and insure to the benefit of the

legatees,  distributees,  and personal  representatives  of the Optionee and the

successors of the Company.







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<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Agreement to be signed

by a duly authorized officer,  and the Optionee has affixed his or her signature

hereto, as of the date and year first above written.

OPTIONEE:                                 LANDAMERICA FINANCIAL GROUP,
                                          INC.



___________________________               By:___________________________________
[Name]

                                          Title:________________________________

















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<PAGE>

                        LANDAMERICA FINANCIAL GROUP, INC.

                Schedule to Non-Qualified Stock Option Agreement



                    Optionees                      Options Awarded

             Charles H. Foster, Jr.                     80,000
             Janet A. Alpert                            40,000
             Theodore L. Chandler, Jr.                  40,000
             G. William Evans                           30,000
             John M. Carter                             15,000
             Jeffrey C. Selby                           10,000
             Jeffrey D. Vaughan                          8,000
             Russell W. Jordan, III                      8,000
             John R. Blanchard                           6,000
             Christopher L. Rosati                       6,000
             H. Randolph Farmer                          4,000




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