LANDAMERICA (fka LFGRQ)

[PremierStocks]

Section 5.1 Conduct of Businesses Prior to the Closing Date. Except as expressly permitted by this Agreement or with the prior written consent of Buyers, during the period from the date of this Agreement to the Closing Date, Seller shall cause the Companies and each of their Subsidiaries to (i) conduct its business in the ordinary and usual course consistent with past practice and in compliance in all material respects with all applicable Laws, (ii) use reasonable best efforts to maintain and preserve intact its business organization and management and advantageous business relationships with its customers, suppliers and others having business dealings with it and retain the services of its officers and key employees and (iii) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Seller or Buyers to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or of Seller, the Companies, or either Buyer to perform its covenants and agreements under this Agreement or any Ancillary Document or to consummate the transactions contemplated hereby.

Section 5.2 Forbearances. Without limiting the generality of Section 5.1 above, during the period from the date of this Agreement to the Closing Date, except as set forth in Section 5.2 of the Company Disclosure Schedule, or as expressly permitted by this Agreement or required by the Nebraska Department of Insurance or the California Department of Insurance (but without limiting the terms of Section 7.1(a)(v)), Seller shall not permit the Companies or any of their Subsidiaries to, without the prior written consent of Buyers:

(a) incur any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;

(b) (i) adjust, split, subdivide, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock;

(ii) make, declare or pay any dividend (whether in cash, stock or other securities or property), or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, directly or indirectly any shares of its capital stock or of any of its Subsidiaries or of Seller or any of its Affiliates or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or

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the occurrence of certain events) into or exchangeable for any shares of its or their capital stock (except dividends paid by any of the Subsidiaries of such Company to such Company or to any of its wholly-owned Subsidiaries);

(iii) grant any stock options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of such Company’s or Subsidiary’s capital stock or other equity-based award with respect to shares of such Company’s or Subsidiary’s capital stock, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; or

(iv) issue any additional shares of capital stock or other securities;

(c) except as required under applicable Law or the terms of any Company Benefit Plan existing as of the date hereof, (i) increase in any manner the compensation or benefits including severance benefits of any of the current or former directors, officers or employees of a Company or its Subsidiaries (collectively, “Employees”), (ii) pay any pension, severance or retirement benefits to Employees, (iii) become a party to, establish, amend, commence, participate in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation (including any employee co-investment fund), severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any Employee (or newly hired employees), (iv) accelerate the vesting of any long-term incentive compensation under any Assumed Plans or any LFG Deferred Compensation Plan, or (v) enter into any collective bargaining agreement with any labor organization, union or association;

(d) sell, transfer, pledge, lease, grant, license, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a Subsidiary, or create any Lien of any kind with respect to any such property or asset, or cancel, release or assign any indebtedness to any such Person or any claims held by any such Person, in each case other than in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of this Agreement;

(e) enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Entity;

(f) transfer ownership, or grant any license or other rights, to any person or entity of or in respect of any material Company IP, other than grants of non-exclusive licenses pursuant to License Agreements entered into in the ordinary course of business consistent with past practice;

(g) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or, other than in the ordinary course of business consistent with past practice, make any material investment either by purchase of stock or securities, contributions to capital, property transfers,

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or purchase of any property or assets of any other Person, or under any circumstances acquire any auction rate securities;

(h) amend its charter or bylaws (or comparable organizational documents), or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;

(i) (i) amend or otherwise modify, except in the ordinary course of business consistent with past practice, or knowingly violate, the terms of, or terminate, any Company Contract, (ii) create, renew or amend any agreement or contract or, except as may be required by applicable Law, other binding obligation of the Companies or their Subsidiaries containing (A) any material restriction on the ability of it or its Subsidiaries to conduct its business as it is presently being conducted or (B) any material restriction on the ability of the Companies or their Affiliates to engage in any type of activity or business or (iii) enter into any new, or amend any existing, contract, agreement or arrangement with any Affiliate;

(j) commence or settle any material claim, action or proceeding;

(k) take any action or willfully fail to take any action that is intended or may reasonably be expected to result in any of the conditions to this Agreement set forth in Article VI not being satisfied;

(l) make, change or revoke any material election related to Taxes (unless required by applicable Law), settle or compromise any material Tax liability or agree to any material adjustment of any Tax attribute, enter into any closing agreement related to Tax, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or change any taxable period or any Tax accounting method, fail to file any Tax Return when due or fail to cause such Tax Returns when filed to be complete and accurate in all material respects;

(m) file or amend any material Tax Return, make or change any material Tax election, or settle or compromise any material Tax liability, in each case, other than in the ordinary course of business or as required by law;

(n) make any capital expenditure in excess of $250,000 in the aggregate or enter into any contract or commitment therefor;

(o) enter into any contract for the purchase, sale or lease of real property;

(p) fail to keep in force bonds or insurance policies or replacement or revised provisions providing insurance coverage with respect to the assets, operations and activities of the Companies or any of their Subsidiaries as currently in effect; or

(q) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by, or any material action in furtherance of any of the actions prohibited by, this Section 5.2.

Section 5.3 Buyer Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of Seller or the Companies, during the period from

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the date of this Agreement to the Closing Date, each Buyer shall not, and shall not permit any of its Subsidiaries to, take any action that would, or willfully fail to take any action that is intended to, result in any of the conditions set forth in Article VI not being satisfied.

Section 5.4 Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, Seller shall cause the Companies and each of their Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other Representatives of Buyers, reasonable access, during normal business hours during the period prior to the Closing Date, to all its personnel, properties, books, contracts, commitments and records, and, during such period, the Companies shall, and shall cause each of their Subsidiaries to, make available to each Buyer and its Representatives (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, operations, properties and personnel as Buyers may reasonably request. Neither the Companies, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement (provided, Seller shall cause the Companies to use reasonable best efforts to obtain waivers thereof upon request by a Buyer) entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement.

Section 5.5 Notices of Certain Events. Buyers and Seller shall promptly advise the other of any change or event (i) having or reasonably likely to have a Material Adverse Effect on Buyers or the Companies, respectively, or (ii) that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.5 shall not constitute a breach of this Agreement or the failure of any condition set forth in Article VI to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Article VI to be satisfied.

Section 5.6 Pre-Closing Arrangements. (a) Buyers and Seller shall enter into, at the Closing, the Transition Services Agreement, the form of which is attached hereto as Exhibit A. Except as set forth in Section 3.21 of the Company Disclosure Schedule or identified by Buyers immediately prior to Closing and set forth on Schedule 1.1(a)(iii) of the Transition Services Agreement, all of the intercompany arrangements between Seller and its Subsidiaries and Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand, including those agreements listed in Section 3.21 of the Company Disclosure Schedule, will be terminated immediately prior to the

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Closing and all intercompany balances previously disclosed to Buyers between Seller and its respective Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand, other than as set forth in Section 5.7(k), will be paid in full and settled immediately prior to the Closing; provided, that all intercompany Tax amounts shall be settled in accordance with Article VIII hereof; and provided further that nothing in this Section 5.6(a) is intended to terminate (A) any title insurance agency arrangement, (B) any service agreements with Data Trace with respect to title plants or (C) any other intercompany arrangement or agreement identified on Schedule 1.1(a)(iii) to the Transition Services Agreement.

(b) Intentionally Omitted.

(c) Prior to Closing, Seller shall cause Commonwealth to distribute to Seller all the title plants (as defined below) owned or licensed by Napa Land Title Company, a California corporation (the “Napa Dividend”).

(d) Notwithstanding any other provisions of this agreement, Buyers are not acquiring any “title plants” (as that term is used in In re Fidelity National Financial, Incorporated, FTC Docket C-3929 (Feb. 17, 2000)) serving any of the California counties of Merced, Napa, San Benito, Tehama, Yolo, or San Luis Obispo, and any such items shall be distributed to Seller prior to the Closing.

(e) Without limiting the generality of such term, the Transition Services Agreement shall constitute a “Seller Ancillary Document.”

(f) Prior to the Closing Date, Seller shall take all actions necessary so that each Company Benefit Plan which is a nonqualified deferred compensation plan (including for the avoidance of doubt each LFG Deferred Compensation Plan), and the trust established pursuant to each such Company Benefit Plan, is amended to provide that neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby, either alone or in conjunction with any other event, requires the funding of any such plan or trust.

Section 5.7 Regulatory Matters. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, permits or orders from all third parties and Governmental Entities, including all amendments to materials previously filed that are necessary to reflect changes in this Agreement from the Initial Agreement.

(b) Each of Buyers and Seller shall, upon request, furnish to the other all information concerning itself (or in the case of Seller, the Companies), its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyers,

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Seller, the Companies, or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.

(c) In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event within 5 business days) and to make, or cause to be made, the filings and authorizations, if any, required under any other Regulatory Laws as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or any other Regulatory Laws as soon as practicable. In furtherance and not in limitation of the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act.

(d) Each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the efforts referenced in Section 5.7(c) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, permit the other party to review in advance any communication (provided that the parties may redact references to the value of this transaction or alternatives to this transaction) to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences.

(e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(c) and 5.7(d), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall use their reasonable best efforts to (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such

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further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the End Date), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that neither the Companies nor any of their Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Companies or any of their Affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Companies only in the event that the Closing occurs. Notwithstanding anything to the contrary in this Section 5.7 or elsewhere in this Agreement, Buyers shall not be required to agree to or accept (but in their discretion may agree to or accept), and Seller shall not, and shall not permit the Companies, without the prior written consent of Buyers, to, agree to or accept, unless requested to do so by Buyers (subject to the proviso to the immediately preceding sentence) any condition sought by any Governmental Entity or other person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement that (A) seeks to prohibit or limit in any material respect the ownership or operation by the Companies, their Subsidiaries, either Buyer or any of their Affiliates of the business or assets of any of them, or to compel the Companies or either Buyer or any of their Affiliates to dispose of or hold separate any significant portion of their business or assets as a result of the transactions contemplated hereby, (B) seeks to impose limitations on the ability of either Buyer to acquire, hold, or exercise full rights of direct or indirect ownership of the Companies or any of their Subsidiaries, including the right to vote the capital stock of the Companies on all matters properly presented to the shareholders of the Companies and the rights to declare or pay dividends on any capital stock of the Companies or any of their Subsidiaries, (C) seeks to prohibit either Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of such Buyer, the Companies or any of their respective Subsidiaries and their Affiliates, (D) would individually or in the aggregate reasonably be expected to significantly and adversely affect the benefits, taken as a whole, that either Buyer reasonably expects to derive from the consummation of the transactions contemplated by this Agreement or (E) would individually or in the aggregate reasonably be expected to significantly and adversely affect the business, financial condition or results of operations of the Companies and their Subsidiaries, taken as a whole.

(f) Subject to Section 5.7(e), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, or any other agreement contemplated hereby, Seller and Buyers each shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

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(g) Each of Buyers and Seller and the Companies shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

(h) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(a), (d), (e) or (f), with respect to the consents, waivers, approvals, authorizations and permits sought to be obtained from third parties (other than from Governmental Entities) (“Third Party Consents”), the costs paid to any third party with respect to Third Party Consents shall be borne 50% by Seller and 50% by Buyers. To the extent that a party seeking a Third Party Consent is unable to obtain such Third Party Consent for anything necessary, proper or advisable to consummate the transactions contemplated by this Agreement, such party shall obtain acceptable alternative arrangements, with the other party’s participation, cooperation and approval; provided, that the costs paid to any third party with respect to obtaining any acceptable alternative arrangement shall be borne 50% by Seller and 50% by Buyers; provided further, that this obligation shall survive Closing.

(i) As used in this Agreement, the term “Regulatory Laws” means any Law enacted by any Governmental Entity relating to antitrust matters, insurance, or regulating competition.

(j) As used in this Agreement, the term “Law” means applicable statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law or bylaws, in each case, of a Governmental Entity.

(k) Subject to the last sentence hereof, at the Closing, Buyers will repay on behalf of Seller and its applicable Subsidiaries the aggregate amount of intercompany receivables due from Seller or its Subsidiaries to LTIC and to Commonwealth of the types that were treated as admitted assets as of September 30, 2008, the aggregate amount of which intercompany receivables as of September 30, 2008 is set forth on Section 5.7(k) of the Company Disclosure Schedule. To the extent that the amount of such intercompany receivables at Closing exceeds the aggregate amount set forth on such Section 5.7(k) of the Company Disclosure Schedule (any such excess, a “Receivables Overage”), the amount of such Receivables Overage shall reduce the cash portion of the Purchase Price as described in Article II hereof. At all times between the date of this Agreement and the Closing Date, Seller shall not, and shall not cause its Subsidiaries to, take actions for the purpose of increasing the amount of the intercompany receivables, and any inflows and outflows among Seller, the Companies and their respective Subsidiaries shall be effected in the ordinary course of business. Prior to Closing, Seller shall inform Buyers as to the amount of such intercompany receivables and Receivables Overage that will exist as of the Closing Date, supported with evidence reasonably satisfactory to Buyers. Seller covenants that in no event shall the amount of the Receivables Overage at Closing exceed $5 million, or such lower amount as shall have been taken into account in effecting any Purchase Price reduction described in Section 2.6(i)(y).

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Section 5.8 Employees.

(a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under each employee benefit plan maintained by Buyers or any of their Subsidiaries, Buyers shall cause such employee benefit plan to recognize the service of each employee who is actively employed by the Companies and their Subsidiaries on the Closing Date (collectively, the “Covered Employees”) to the same extent such service was recognized immediately prior to the Closing Date under a comparable Company Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under defined benefit pension plans or to the extent such operation would result in a duplication of benefits for a Covered Employee with respect to the same period of service or to the extent such period of service is not recognized under the applicable Buyer employee benefit plan for its similarly situated employees. In addition, and without limiting the generality of the foregoing, (i) each Covered Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans maintained by Buyers or any of their Subsidiaries to the extent coverage under such plans is comparable to, and a replacement for, a Company Benefit Plan in which such Covered Employee participated immediately before the consummation of the transactions contemplated by this Agreement, and (ii) with respect to any health, dental, vision or other welfare plans of Buyers or any of their Subsidiaries (other than the Companies and their Subsidiaries) in which any Covered Employee is eligible to participate for the plan year in which such Covered Employee is first eligible to participate, Buyers shall use their reasonable best efforts to (x) cause any pre-existing condition limitations or eligibility waiting periods under such Buyer or Subsidiary plan to be waived with respect to such Covered Employee, to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Closing Date, and (y) recognize any health, dental or vision expenses incurred by such Covered Employee in the plan year that includes the Closing Date for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of Buyers or any of their Subsidiaries.

(b) The Covered Employees shall remain covered through the date that is 60 days after Closing Date (or a shorter period after the Closing Date, at Buyers’ option) under the Seller’s health and welfare plans that provided health, dental and vision benefits to such Covered Employees immediately prior to the Closing Date (the “LFG Health Plans”) (the date through which the Covered Employees remain covered by the LFG Health Plans, the “Coverage Cut-Off Date”), immediately following which the Covered Employees shall be covered by the health and welfare plans maintained by Buyers and their Subsidiaries pursuant to Section 5.8(a) of this Agreement. Buyers shall cause the Companies to pay to Seller the amount of covered health, dental and vision claims incurred by the Covered Employees through the Coverage Cut-Off Date to the extent such claims are not paid as of the Closing Date, less Covered Employee premiums actually paid to Seller on and after the Closing Date or paid to Buyers or the Companies and transferred to Seller on and after the Closing Date. In no event shall the operation of this Section 5.8(b) result in duplication of payments in respect of an obligation under this Section 5.8(b).

(c) Effective as of the Closing Date, FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall assume sponsorship of, and

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all obligations under, the Company Benefit Plans set forth on Section 5.8(c) of the Company Disclosure Schedule (the “LFG Deferred Compensation Plans”). Prior to the Closing Date, Seller and FNF shall take any and all actions required such that, effective as of the Closing, FNF or its designee (which shall be one of the Companies or another wholly-owned subsidiary of FNF) shall (i) (A) assume sponsorship of, and all obligations under, the LFG Deferred Compensation Plans, and (B) discharge all obligations under such LFG Deferred Compensation Plans, (ii) be the grantor and the ‘‘Company’’ under each rabbi trust (the “Rabbi Trusts”) established in connection with the LFG Deferred Compensation Plans of which Seller is the current grantor, such that the assets in the Rabbi Trusts will be available for the payment of benefits under the LFG Deferred Compensation Plans, and (iii) be the owner of all corporate owned life insurance policies purchased as a funding source for the LFG Deferred Compensation Plans.

(d) At or prior to Closing, Seller shall vest, or cause to be vested, each Covered Employee in all Company Benefit Plans which are not Assumed Plans, including but not limited to any equity awards.

(e) Notwithstanding any provision in any agreement by and between Seller or any of its Affiliates and Buyers or any of their Affiliates, each Buyer or any of its Affiliates may make offers of employment on such terms as it shall determine to be effective on or after the Closing Date to any employees of Seller and its Affiliates which employees primarily provide services to the Companies or any of their Subsidiaries, including, but not limited to, the seven personnel currently managing the Dallas Data Center facility located at 2201 W. Plano Parkway, Plano, Texas. Further, Buyers may assume the real estate and equipment leases in respect of the foregoing facility dedicated to serving the Companies, subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court.

(f) From and after the Closing Date, (i) Buyers or their Affiliates shall (x) assume, or cause the Companies to continue, as the case may be, sponsorship of, and all liabilities under, each Assumed Plan and (y) assume or discharge all obligations under such Assumed Plans as of the Closing Date and (ii) Buyers shall, or shall cause their Subsidiaries to, honor, in accordance with the terms thereof as in effect as of the date hereof or as may be amended after the date hereof (i) with the prior written consent of Buyers or (ii) as permitted pursuant to Section 5.2(c) of this Agreement, each Assumed Plan.

(g) Nothing in this Section 5.8 shall be construed to limit the right of Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) to amend or terminate any Assumed Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall anything in this Section 5.8 be construed to prohibit the Buyers or any of their Subsidiaries (including, following the Closing Date, the Companies and their Subsidiaries) from terminating the employment of any particular Covered Employee following the Closing Date.

(h) Without limiting the generality of Section 10.8, the provisions of this Section 5.8 are solely for the benefit of the parties to this Agreement, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement, and nothing herein

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shall be construed as an amendment to any Company Benefit Plan or other employee benefit plan for any purpose.

(i) From and after the date hereof, notwithstanding any other provision of this Agreement, in no event shall the Companies or their Subsidiaries indemnify or reimburse Seller or any of its Subsidiaries or Affiliates (other than the Companies or their Subsidiaries) in respect of any severance or change of control benefits payable by Seller or any such Subsidiaries and Affiliates (other than benefits payable by the Companies and their Subsidiaries, with respect to which Seller and its Subsidiaries shall not be responsible), under any existing cost-reimbursement arrangement or otherwise. For purposes of this provision, Seller’s Subsidiaries shall not include the Companies and their Subsidiaries.

(j) FNF and Seller hereby agree that effective as of the Closing, all restrictions under the Confidentiality Agreement on the solicitation or hiring of any executive or employee are hereby deemed deleted, including the second full paragraph on page three thereof. In addition, all such restrictions shall be deemed deleted if any of the following has not occurred or been granted on or before December 22, 2008: (i) the Final Approval Order (other than with respect to UCTIC, if applicable), (i) the approval by the Nebraska Department of Insurance of the Form A filing with respect to the acquisition of the Companies, (iii) the approval by the New Jersey Department of Banking and Insurance of the Form A filing with respect to the acquisition of CNJ, (iv) the Chapter 11 Court Order, or (v) the waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired. Further, following the date hereof Buyers and their Affiliates shall be permitted to discuss (i) with agents their continued roles with the Companies and their Subsidiaries or with Buyers or their other Affiliates following the Closing, and (ii) with customers the transactions contemplated hereby, and in each case to provide them assurances with respect thereto.

(k) Seller shall cause the enrolled actuary (the “Plan Actuary”) for the LandAmerica Cash Balance Plan (the “Cash Balance Plan”) to calculate the benefit obligation under the Cash Balance Plan as of a date not more than five business days prior to the Closing Date (such date, the “Calculation Date”), such benefit obligation to be the sum of (i) the amount of the cash balance account as of the Calculation Date in respect of each Cash Balance Plan participant who is, on the Calculation Date, or could be following the Calculation Date, entitled to receive Cash Balance Plan benefits in the form of a lump sum, plus (ii) the aggregate benefit obligation in respect of all Cash Balance Plan participants not described in the preceding clause (i), computed on an accounting (ongoing) basis (not on a termination basis) using the same methodology utilized to determine the “benefit obligation at end of year” in Seller’s Form 10-K for the year ended December 31, 2007; provided that the interest rate used to make such calculation shall be the prevailing interest rate used by Mercer (the Cash Balance Plan’s enrolled actuary) as of the Calculation Date to compute benefit obligations of defined benefit plans of its clients generally (the amount of such benefit obligation calculated hereunder, the “Current Benefit Obligation”). In the event that the Current Benefit Obligation exceeds the market value of the LandAmerica Cash Balance Plan’s assets on the Calculation Date (such excess, if any, the “Funding Amount”), upon the Closing, Seller shall contribute to the LandAmerica Cash Balance Plan from the Purchase Price proceeds cash in an amount equal to the Funding Amount. In such event, Buyers shall be entitled to fund these amounts on behalf of Seller directly to the Cash

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Balance Plan from the Purchase Price. For the avoidance of doubt, the Chapter 11 Court Order shall require such funding, if any, on the part of Seller. In addition, Seller agrees that, prior to the Closing, it shall not take action or initiate any proceeding to terminate the Cash Balance Plan.

Section 5.9 Certain Transfers and Licenses.

(a) Rights in Certain Trademarks and Contracts. Prior to or at the Closing or as promptly as practicable thereafter, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, Seller shall transfer or assign, or cause to be transferred or assigned to the Companies and their Subsidiaries (i) all Intellectual Property owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is used solely in the businesses of the Companies and their Subsidiaries, (ii) all rights in and to the name “Commonwealth,” “United Title,” “United Capital Title,” “Lawyers Title” and any of the names and trademarks set forth on Section 5.9(a)(ii) of the Company Disclosure Schedule owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries), (iii) each contract, arrangement, commitment or understanding to which Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) is a party that relates to the use of Intellectual Property solely in connection with the businesses of the Companies and their Subsidiaries; and (iv) any contract, arrangement, commitment or understanding set forth on Section 5.9(a)(iv) of the Company Disclosure Schedule. Such transfers shall be at no additional cost to Buyers, the Companies or their respective Subsidiaries and Affiliates. For the avoidance of doubt, none of the Intellectual Property set forth on Section 5.9(a)(v) of the Company Disclosure Schedule nor rights in the words “LandAmerica” nor derivatives thereof nor the LandAmerica logo nor derivatives thereof shall be transferred or assigned to the Companies or their Subsidiaries.

(b) License to Certain Trademarks. Effective as of the Closing Date, Seller and its Subsidiaries and Affiliates (other than the Companies and their Subsidiaries), hereby grant to the Companies and their Subsidiaries (each a “Company Licensed Party” and together the “Company Licensed Parties”) a worldwide, royalty-free, fully paid up, non-exclusive, sublicenseable to Affiliates of Buyers (on multiple levels), non-transferable (except as set forth herein) right and license to use all Trademarks owned by Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) and used in the businesses of the Companies and their Subsidiaries as of the date hereof, including those on Section 5.9(a)(v) of the Company Disclosure Schedule (“Seller Trademarks”), on any materials that prior to Closing included any Seller Trademarks, including signage, advertising, promotional materials, software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, web sites, invoices, receipts, forms, product, training and service literature and materials and other materials (“Materials”) in connection with the respective businesses of a Company Licensed Party for (x) a period of 180 days following the Closing Date for such Materials that do not require approvals from any Governmental Entity to be modified; and (y) the period of time following the Closing Date until 180 days after all applicable Governmental Entities have granted the Licensed Parties approval to modify Materials that require such approvals to be modified; provided, that the applicable Company Licensed Party use commercially reasonable efforts to obtain such approvals from the applicable Governmental Entities as promptly as possible after the Closing Date. Subject to applicable Law, the Company Licensed Parties’ use of the Seller Trademarks during the applicable term as set forth in this Section 5.9(b) shall be only with Seller’s prior

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written consent (which consent is deemed given for all uses of the Seller Trademarks as they are used in the businesses of the Companies and their Subsidiaries as of the date hereof). No Company Licensed Party shall be required to remove or replace any Seller Trademarks from any Materials that were distributed prior to Closing or during the term of the license set forth in this Section 5.9(b).

(c) License to Certain Owned Intellectual Property. Effective as of the Closing Date, Seller and its Subsidiaries and Affiliates (other than the Companies and their Subsidiaries), shall grant to the Company Licensed Parties a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicenseable to Affiliates of Buyers (on multiple levels) right and license, in and to all Intellectual Property owned by Seller and its Affiliates immediately following the Closing Date (other than Seller Trademarks), that is or was used in or in connection with any of the respective businesses of the Company Licensed Parties and that is embedded in the systems or Intellectual Property of the Companies or their Subsidiaries, for use in and in connection with the respective businesses of such Company Licensed Parties. The foregoing license shall be fully transferable, but only in connection with the sale of such systems or Intellectual Property of the Company Licensed Parties.

Section 5.10 Possible Transfer of Certain Assets.

(a) Southland Assets. The parties acknowledge that it may be economically efficient and optimal if the assets owned by Seller or its Affiliates or Subsidiaries known as “Southland” (the “Southland Assets”) were joined with the businesses conducted and assets owned by the Companies and their Subsidiaries. Accordingly, on or before the Closing, Seller shall provide Buyers with a detailed description of the Southland Assets. At the sole election of Buyers, the parties shall negotiate to provide for the transfer or assignment (by Seller or its applicable Affiliates) of the Southland Assets (and the assumption of the related liabilities) to Buyers or one of their Subsidiaries or Affiliates, as directed by Buyers, for consideration to be mutually agreed. The parties will act in good faith to determine if Schedule 1.1(a)(i) or Schedule 1.1(a)(ii) or both of the Transition Services Agreement should be modified to include any Corporate Services (as defined in the Transition Services Agreement) necessary to support the Southland Assets and, if so, amend the applicable schedules thereto and provide the necessary Corporate Services in accordance with the Transition Services Agreement. The foregoing shall be subject to receipt of any necessary approval by the Chapter 11 Court.

(b) Other Assets. The parties acknowledge that it may be economically efficient and optimal if certain other businesses owned by Seller or its Affiliates or Subsidiaries (other than the Companies and their Subsidiaries) that are tangential (but integral) to the title business (e.g., production resources and claims services) (the “Other Assets”) were joined with the businesses conducted and assets owned by the Companies and their Subsidiaries. Accordingly, on or before the Closing, Seller shall provide Buyers with a detailed description of the Other Assets. At the sole election of Buyers, the parties shall negotiate to provide for the transfer or assignment (by Seller or its applicable Affiliates) of the Other Assets (and the assumption of the related liabilities) to the Companies, Buyers or one of its or their Subsidiaries or Affiliates, as directed by Buyers, for consideration to be mutually agreed. The parties will act in good faith to determine if Schedule 1.1(a)(i) or Schedule 1.1(a)(ii) or both of the Transition Services Agreement should be modified to include any Corporate Services necessary to support

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the Other Assets and, if so, amend the applicable schedules thereto and provide the necessary Corporate Services in accordance with the Transition Services Agreement. The foregoing shall be subject to receipt of any necessary approval by the Chapter 11 Court.

(c) Transfer of Certain Software. On or before the conclusion of the term of the Transition Services Agreement, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, at Buyers’ option and in Buyers’ sole discretion, Seller shall transfer or assign (or cause to be transferred and assigned) to the Buyers or the Companies or their Subsidiaries any third party software licenses or any hardware owned by or licensed to Seller or its Subsidiaries or Affiliates (other than the Companies and their Subsidiaries) that is primarily used in the operation of the businesses by Companies or their Subsidiaries; to the extent that there are any costs payable to a third party to consent to such transfer or assignment, such costs shall be borne by Buyers. Such transfers or assignments, with respect to Seller or its Subsidiaries or Affiliates, shall be at no additional costs to Buyers, the Companies or their Subsidiaries. With respect to third party software licenses or hardware that is primarily used by Seller or its Subsidiaries or Affiliates in the operation of their businesses and that is also used in the operation of the businesses of the Companies and their Subsidiaries, Seller will notify Buyers as promptly as practicable after the date of this Agreement and the parties shall work together to determine whether the parties can continue to jointly use such software and hardware upon Closing; if such software or hardware cannot be jointly used upon Closing, then, at Buyers’ sole option and in Buyers’ sole discretion, the parties shall obtain alternative sources therefor as of the Closing or Seller shall provide such software or hardware as a Corporate Service, subject to Section 5.7(h) of this Agreement. Notwithstanding the foregoing, it is the stated intention of the parties that Buyers or the Companies or their Subsidiaries shall obtain, either by transfer or assignment from Seller or its Subsidiaries or Affiliates or from other sources acceptable to Buyers in their sole discretion, all third party software licenses or any hardware that are primarily used in the operation of the businesses by the Companies and their Subsidiaries or that are material to the operation of the businesses of the Companies and their Subsidiaries.

(d) Transfer of Other Agreements. On or before the conclusion of the term of the Transition Services Agreement, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, at Buyers’ option and in Buyers’ sole discretion, Seller shall transfer or assign (or cause to be transferred and assigned) to Buyers or its Subsidiaries or Affiliates any third party agreement or third party service other than those subject to Section 5.10(c) (including, by way of example, agency agreements, if any) entered into or received by Seller or its Subsidiaries or Affiliates that is primarily used in the operation of the businesses by the Companies and their Subsidiaries; to the extent that there are any costs payable to a third party to consent to such transfer or assignment, such costs shall be borne by Buyers. With respect to any agreement or third party service that is primarily used by Seller or its Subsidiaries or Affiliates in the operation of their businesses that is also used in the operation of the businesses of the Companies and their Subsidiaries, Seller will notify Buyers as promptly as practicable after the date of this Agreement and the parties shall work together to determine whether the parties can continue to jointly use such agreement or third party service upon Closing; if such agreement or third party service cannot be jointly used upon Closing, then, at Buyers’ sole option and in Buyers’ sole discretion, the parties shall obtain alternative sources therefor as of Closing or Seller shall provide the benefits of such agreement or such third party

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service as a Corporate Service, subject to Section 5.7(h) of this Agreement. Notwithstanding the foregoing, it is the stated intention of the parties that Buyers or the Companies or their Subsidiaries shall obtain, either by transfer or assignment from Seller or its Subsidiaries or Affiliates or from other sources acceptable to Buyers in their sole discretion, all third agreements and third party services that are primarily used in the operation of the businesses by the Companies and their Subsidiaries or that are material to the operation of the businesses of the Companies and their Subsidiaries.

Section 5.11 Certain Bankruptcy Provisions.

(a) Within one day after execution and delivery hereof, Seller shall file a petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Eastern District of Virginia or such other forum as Buyers may agree (the “Chapter 11 Court”). Seller shall use its reasonable best efforts to obtain the entry of an order, in form and substance reasonably acceptable to the Buyers, approving the sale of the Shares to Buyers and FNF pursuant to the terms of this Agreement and the consummation of the other transactions contemplated hereby (other than any transfers or assignments of assets or agreements contemplated to occur after the Closing or the sale of the Southland Assets and the Other Assets) (the “Chapter 11 Court Order”) as promptly as possible following the filing of Seller’s bankruptcy petition. Seller shall schedule its first hearing date before the Chapter 11 Court as promptly as practicable, and at such hearing shall request that the hearing to issue the Chapter 11 Court Order be held as soon as reasonably practicable thereafter.

(b) Buyers shall have the right to appoint a restructuring consultant (the “Buyer Consultant”), at their own expense, to observe the operations of the Companies and their Subsidiaries from the date hereof until the Closing Date. Without limiting Section 5.4, so long as such access does not significantly interfere with the operation of the business of the Companies and their Subsidiaries, the Buyer Consultant shall have: (i) access to the books and records and all other documents and information concerning the Companies and their Subsidiaries and their respective businesses; (ii) access to and be entitled to work at any of the offices or facilities at which the Companies and their Subsidiaries currently operates; and (iii) access to the employees (including senior management) of the Companies and their Subsidiaries.

(c) Bankruptcy Court Motions. To the extent reasonably practical, Seller will provide Buyers with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by Seller (including forms of orders and notices to interested parties) prior to the filing thereof in the Chapter 11 Court or the Rehabilitation Court.

(d) Seller shall not, and shall not permit its Affiliates to, directly or indirectly, engage in discussions or negotiations with any Person relating to any sale or potential sale of the Companies, or any of them or their assets, unless any such Person first enters into a confidentiality agreement (including provisions regarding the solicitation and hiring of employees) that is at least as protective of the Companies as the Confidentiality Agreement. In addition, Seller shall not, and shall not permit its Affiliates to, provide any confidential or non-public information or materials to any such other Person unless such information or materials are substantially simultaneously provided to Buyers.

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(e) Within one day (one Business Day, in the case of clause (iii) below) after the execution and delivery of the amended and restated version of this Agreement, Seller shall (i) file this amended and restated version of the Agreement (along with a blacklined copy identifying the changes from the original version of the SPA) with the Chapter 11 Court, (ii) serve a notice of the amended and restated version of this Agreement and the blackline via e-mail, facsimile or overnight delivery upon all parties on the Primary Service List as defined in the “Order Pursuant To Bankruptcy Code Sections 102 and 105, Bankruptcy Rules 2002 and 9007, And Local Bankruptcy Rules 2002-1 and 9013-1 Establishing Certain Notice, Case Management, and Administrative Procedures” entered by the Chapter 11 Court on November 28, 2008 and all parties on the Master Service List maintained by the Seller, (iii) file an 8-K with the S.E.C. regarding the execution of the amended and restated version of this Agreement, along with a copy thereof, and (iv) cause a version of this amended and restated Agreement, along with notice thereof, to be published on its website, as well as the bankruptcy website maintained by Epiq Systems on its behalf. Seller shall (i) use its reasonable best efforts to obtain approval of the Creditors Committee of the transactions contemplated hereby, and (ii) use its reasonable best efforts to have the Chapter 11 Court conduct a hearing to approve the amended and restated version of this Agreement and the transactions contemplated hereby, and to obtain the entry of the Chapter 11 Court Order, on or before December 16, 2008.

Section 5.12 Post-Closing Cooperation. Without limiting the terms of the Transition Services Agreement or of Section 8.5 hereof with respect to Tax matters, following the Closing the parties shall provide each other and their respective Representatives reasonable access to such information and to such of their respective legal, accounting, financial and audit personnel as shall be necessary for financial reporting and accounting matters or to prepare documents required to be filed with Governmental Entities. In addition, following the Closing, Seller and its Subsidiaries shall use reasonable best efforts to cooperate with, and to cause their independent public accountants to cooperate (at Buyer's sole expense) with, Buyers and their Representatives in preparing any financial statements of the Companies and their Subsidiaries for any pre-Closing period.

ARTICLE VI
CONDITIONS TO CLOSING

Section 6.1 Conditions to Each Party’s Obligation. The respective obligations of the parties to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other Law preventing or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect.

(b) HSR Act; Regulatory Approvals. The Rehabilitation Court shall have entered the Final Approval Order; the Napa Dividend shall have occurred; the waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired and all Regulatory Approvals required to complete the transactions contemplated hereby shall have been obtained or made and shall be in

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full force and effect and all waiting periods required by Law shall have expired or been terminated; and any conditions imposed in connection with any of the foregoing, individually or in the aggregate, shall not have any effect set forth in the last sentence of Section 5.7(e), unless consented to by each Buyer in its sole discretion.

Section 6.2 Conditions to Obligations of Buyers. The obligation of each Buyer to effect the transactions contemplated hereby is also subject to the satisfaction, or waiver by each Buyer, at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties. Subject to the standard set forth in Section 10.1, the representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); and Buyers shall have received a certificate signed on behalf of Seller by the Chief Executive Officer or the Chief Financial Officer of Seller to the foregoing effect.

(b) Performance of Obligations of Seller. Seller shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing Date; the amount of any Receivables Overage as of the Closing Date shall not exceed $5,000,000, and Buyers shall have received a certificate signed on behalf of Seller by the Chief Executive Officer or the Chief Financial Officer of Seller to such effect.

(c) No Material Adverse Effect. Except for the expected issuance of the rehabilitation order with respect to the Companies and the Chapter 11 proceedings contemplated herein, including the underlying causes of such order and proceedings, or as Publicly Disclosed, since December 31, 2007, there shall not have been any event or condition which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Companies, subject to and qualified by the preamble to Article III.

(d) Ancillary Documents. Each of the Ancillary Documents shall have been executed and delivered by Seller and the Companies and shall be in full force and effect, and Seller and the Companies shall have complied with all obligations therein required to be complied with by them at or prior to the Closing.

(e) Certain Approvals and Events. The Form E Exemption Findings shall have been sent; and any conditions imposed in connection with any of the foregoing, individually or in the aggregate, shall not have any effect set forth in the last sentence of Section 5.7(e), unless consented to by each Buyer in its sole discretion.

(f) Amended Plans. Seller shall have taken all actions necessary so that each Company Benefit Plan and the trust established pursuant to each such Company Benefit Plan is amended to provide that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in conjunction with any other event, require the funding of any such plan or trust.

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(g) Chapter 11 Court Order. Seller shall have obtained the entry of a final, non-appealable Chapter 11 Court Order (i.e., a final and enforceable order as to which the time for taking an appeal has expired).

Section 6.3 Conditions to Obligations of Seller. The obligation of Seller to effect the transactions contemplated hereby is also subject to the satisfaction or waiver by Seller at or prior to the Closing Date of the following conditions:

(a) Representations and Warranties. Subject to the standard set forth in Section 10.1, the representations and warranties of Buyers set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); and Seller shall have received a certificate signed on behalf of each Buyer by the Chief Executive Officer or the Chief Financial Officer of such Buyer to the foregoing effect.

(b) Performance of Obligations of Buyers. Each Buyer shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Seller shall have received a certificate signed on behalf of such Buyer by the Chief Executive Officer or the Chief Financial Officer of such Buyer to such effect.

ARTICLE VII
TERMINATION

Section 7.1 Termination. (a) This Agreement may be terminated on or prior to the Closing Date only as follows:

(i) by mutual written consent of Buyers and Seller;

(ii) by either Seller or Buyers, if any Governmental Entity that must grant a Regulatory Approval to complete the transactions contemplated hereby has denied approval thereof and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement;

(iii) by either Seller or Buyers, if the Closing Date shall not have occurred on or before December 22, 2008 (the “End Date”); provided, that in the event that as of the End Date, any condition set forth in Section 6.1 or in Section 6.2 has not been satisfied, the Termination Date may be extended from time to time by Buyers one or more times to a date not beyond three months from the End Date (such later date, the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this section shall not be available to any party if the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth in this Agreement;

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(iv) by either Seller or Buyers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Seller, in the case of a termination by Buyers, or Buyers, in the case of a termination by Seller, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 6.2 or 6.3, as the case may be, and which is not cured within 30 days following written notice to the party committing such breach or by its nature or timing cannot be cured within such time period; or

(v) by Buyers if the Rehabilitation Court or any insurance regulatory authority imposes any material limits on the ability of the Companies to issue policies to the extent they were permitted to do so prior to November 24, 2008 or otherwise on their ability to operate their business in the ordinary course in a manner materially adverse to Buyers.

(b) The termination of this Agreement shall be effectuated by the delivery of a written notice of such termination from the party terminating this Agreement to the other party.

Section 7.2 Obligations upon Termination. In the event that this Agreement shall be terminated pursuant to Section 7.1, all obligations of the parties hereto under this Agreement shall terminate and this Agreement shall become null and avoid and of no further force and effect, except (a) for the provisions of Section 5.4(b), Section 5.8(j), this Section 7.2 and Sections 10.2, 10.3, 10.5 and 10.6 and (ii) that nothing herein will relieve any party from liability for any breach of this Agreement.

ARTICLE VIII
TAX MATTERS

Section 8.1 Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and shall bear and pay, reimburse, indemnify and hold harmless Buyers and their Affiliates (including the Companies and all of their Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to (a) Taxes imposed on, allocated to or incurred or payable by the Companies or any of their Subsidiaries for any Pre-Closing Tax Year (b) any Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law) with respect to a consolidated, combined, unitary, affiliated or other Tax group that included the Companies or any of their Subsidiaries in a Pre-Closing Tax Year, (c) Taxes with respect to the transactions contemplated by this Agreement; (d) breaches or inaccuracies of the representations and warranties or the covenants set forth in this Agreement that relate to Tax matters; (e) any and all Taxes of any person imposed on either of the Companies or any of their Subsidiaries as a transferee or successor, by contract, or otherwise; and (f) any reasonable fees and expenses (including attorney’s, accountant’s and other professional’s fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related thereto; provided, however, that any indemnification under this Section 8.1 shall be satisfied solely by reduction in the principal amount of the FNF Note as described in Section 9.4(b).

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Section 8.2 Straddle Periods. In the case of Taxes (other than Taxes (including Transfer Taxes) arising out of, related to or attributable to the transactions contemplated by this Agreement which shall be for Seller’s account in all cases) that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date shall be:

(a) (i) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable if the taxable year ended on and included the Closing Date (an interim closing of the books);

(b) (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Companies or any of their Subsidiaries, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period; and

(c) in the case of Taxes based upon gross premiums deemed equal to the amount that would be payable with respect to the premiums written as of the Closing Date.

Section 8.3 Indemnification Procedures. Any claim for indemnification under Section 8.1 shall be made in accordance with procedures set forth in Section 9.6 of this Agreement.

Section 8.4 Tax Returns.

(a) Seller shall prepare and timely file or cause to be prepared and timely filed:

(i) all income Tax Returns for the Companies and their Subsidiaries for all Pre-Closing Tax Periods that are filed on a consolidated, combined, or unitary basis, regardless of when such Tax Returns are required to be filed. Such Tax Returns, as they relate to the Companies or any of their Subsidiaries, shall be consistent with past practice, except as required by applicable Law or as would not have a material adverse impact on Buyers; and

(ii) all other Tax Returns for the Companies and their Subsidiaries for Tax periods that end before the Closing Date and that are required to be filed on or prior to the Closing Date (taking into account any valid extensions). Such Tax Returns shall be consistent with past practice, except as required by applicable Law or as would not have a material adverse impact on Buyers.

(b) Buyers shall prepare and timely file, or cause to be prepared and timely filed, Tax Returns for the Companies and their Subsidiaries for Tax periods that end on or before

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the Closing Date that are not described in Section 8.4(a) and not filed on or prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with past practice, except as required by applicable Law or as would not have a material adverse impact on Seller.

(c) Buyers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for the Companies and their Subsidiaries for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with past practice, except as required by applicable Law or as would not have a material adverse impact on Seller.

(d) Buyers shall prepare and timely file, or cause the Companies and their Subsidiaries to prepare and timely file, all Tax Returns required to be filed by or with respect to the Companies and their Subsidiaries for any Tax period beginning after the Closing Date.

(e) Seller shall not enter into any settlement or compromise related to any Taxes which settlement or compromise could have a material adverse impact on the Companies, their Subsidiaries, Buyers or any of their Affiliates without obtaining prior written consent of Buyers, which consent shall not be unreasonably withheld.

Section 8.5 Cooperation and Exchange of Information. Buyers and Seller shall, and shall cause their respective Affiliates to, provide each other with such cooperation and information as either of them or their respective Affiliates reasonably may request of the other in filing any Tax Return, amended Tax Return, or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any Tax audit, examination, assessment or proceeding (“Tax Contest”). Such cooperation and information shall include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax authorities. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Buyers and Seller shall, and shall cause its respective Affiliates to, retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Companies and their Subsidiaries for each Tax period first ending after the Closing Date and for all prior years until the later of (i) the expiration of the statute of limitations of the years to which such Tax Returns and other documents relate, without regard to extension except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting a Tax Contest or as otherwise may be required by Law, regulation, or the rules of any stock exchange.

Section 8.6 Tax Sharing. All intercompany balances due with respect to any and all existing Tax Sharing Agreements will be paid in full and settled immediately before the Closing Date. For purposes of this Section 8.6, to the extent it relates to federal income Taxes, the amount shown on line 16.1 of the statement of assets in LTIC’s quarterly Statutory Statement for the fiscal quarter ended September 30, 2008 filed with the Insurance Department of the State of Nebraska shall be treated as due. As of the Closing Date, and thereafter, neither Seller, nor

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any Company, nor any of their Subsidiaries shall have any continuing liability or rights with respect to each other under any such agreement.

Section 8.7 Transfer Taxes. Notwithstanding any provision of this Agreement to the contrary, all Transfer Taxes shall be borne 50% by Buyers and 50% by Seller from the Purchase Price. Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes and fees, and, if required by applicable Law, Buyers will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation.

Section 8.8 Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the “Section 338(h)(10) Election”) with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10) Election.

Section 8.9 Miscellaneous. (a) Seller and Buyers agree to treat all payments made by either of them to or for the benefit of the other under the indemnity provisions of this Agreement as adjustments to the Purchase Price.

(b) Notwithstanding any provision in this Agreement to the contrary, the obligations of the parties set forth in this Article VIII and the representations and warranties set forth in Section 3.10 shall be unconditional and absolute and shall not be subject to any restrictions or limitations and shall remain in effect until the first anniversary of the Closing Date. Notwithstanding the preceding sentence, any breach of representation or warranty or any covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if the indemnified party shall have given to the indemnifying party notice of the inaccuracy or breach or other matter giving rise to such right of indemnity prior to such time.

(c) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty set forth in Section 3.10 shall be determined without regard to any materiality, “Material Adverse Effect” or similar qualification, and without regard to any qualification or requirement that a matter be or not be “reasonably expected” to occur, contained in or otherwise applicable to such representation or warranty.

ARTICLE IX
INDEMNIFICATION

Section 9.1 Survival. The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in

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connection herewith shall survive the Closing until the first anniversary of the Closing Date. The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any breach of representation or warranty or any covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if the indemnified party shall have given to the indemnifying party notice of the inaccuracy or breach or other matter giving rise to such right of indemnity prior to such time.

Section 9.2 Indemnification by Seller. Seller shall defend, indemnify and hold harmless each of Buyer, its Affiliates, and, after the Closing, the Companies and their Subsidiaries, and their respective officers, directors, employees, agents, advisors and other Representatives (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, any and all damage, loss, liability and expense (including reasonable expenses of investigation, enforcement and collection and reasonable attorneys’, accountants’ and other professionals’ fees and expenses in connection with any litigation and any incidental, indirect or consequential damages, losses, liabilities or expenses, and any lost profits or diminution in value), whether or not involving a Third Party Claim (collectively, “Losses”), resulting from or arising out of (a) any inaccuracy in or breach of any representation or warranty of Seller or any Affiliate or the Companies in this Agreement or any Ancillary Document, (b) any failure of Seller or any Affiliate or, prior to the Closing Date, the Companies or any of their Subsidiaries, to perform any covenant or agreement under this Agreement or any Ancillary Document and (c) all litigation or arbitration (i) brought by stockholders or creditors of Seller arising out of the transactions contemplated by this Agreement (other than any legal fees or expenses incurred in connection with the motion seeking approval of the Chapter 11 Court Order or the entry thereof or opposing objections thereto) or (ii) related to the businesses, operations or conduct of Seller and its Subsidiaries and Affiliates (other than the businesses, operations or conduct of the Companies and their Subsidiaries).

Section 9.3 Indemnification by Buyers. Buyers shall jointly and severally defend, indemnify and hold harmless Seller and its officers, directors, employees, agents, advisers and representatives (collectively, the “Seller Indemnitees”) from and against, and pay or reimburse the Seller Indemnities for, any and all Losses resulting from or arising out of (a) any inaccuracy in or breach of any representation or warranty of Buyers in this Agreement or any Ancillary Document, (b) any failure of Buyers to perform any covenant or agreement under this Agreement or any Ancillary Document and (c) all litigation or arbitration related to the businesses, operations or conduct of the Companies and their Subsidiaries.

Section 9.4 Certain Limitations. (a) After the Closing, Seller shall not be required to indemnify the Buyer Indemnitees (i) for Losses under Section 9.2(a) until the aggregate amount of all such Losses exceeds $1,000,000 (the “Basket”), in which event Seller shall be responsible for the entire amount of such Losses, or (ii) for Losses in the aggregate in excess of $10 million.

(b) Any Buyer Indemnitee shall only be indemnified by the reduction of the principal amount of the FNF Note by the amount of Losses (or in the case of indemnification

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under Section 8.1, Taxes or payments in respect of Taxes) incurred, from and after the date of incurrence, it being understood that such reduction shall be the sole and exclusive source of recovery and remedy of any Buyer Indemnitee with respect to any claim for indemnification under Section 8.1 or Section 9.2.

(c) Buyers shall not be required to indemnify the Seller Indemnitees (i) for Losses under Section 9.3(a) until the aggregate amount of all such Losses exceeds the Basket, in which event Buyers shall be responsible for the entire amount of such Losses, or (ii) for Losses in the aggregate in excess of $10,000,000.

(d) For purposes of this Article IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any knowledge, materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty.

(e) The representations, warranties and covenants of Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (including by any of its advisors, consultants or Representatives) or by reason of the fact that either Buyer or any of such advisors, consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI.

(f) Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of Seller or Buyers, as applicable, in this Agreement or any other breach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in connection with any matter with respect to which indemnity is sought from Seller under this Agreement.

Section 9.5 Tax Indemnification. Anything in this Article IX to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification relating to Tax matters (including indemnification for breach of the representations and warranties of Section 3.10) shall be governed exclusively by Article VIII.

Section 9.6 Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party

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may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

ARTICLE X
MISCELLANEOUS

Section 10.1 Standard. No representation or warranty of Seller contained in Article III or of Buyers contained in Article IV shall be deemed untrue, inaccurate or incorrect for purposes of Section 6.2(a) or 6.3(a) of this Agreement, and no party hereto shall be deemed to have breached a representation or warranty for such purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Seller, or Article IV, in the case of Buyers, has had or would reasonably be expected to have a Material Adverse Effect with respect to the Companies or Buyers, respectively (disregarding for purposes of this Section 10.1 all qualifications or limitations set forth in any representations or warranties as to “materiality,” “Material Adverse Effect” and words of similar import). Notwithstanding the immediately preceding sentence, (i) the representations and warranties contained in Section 3.2(a) shall be deemed untrue and incorrect if not true and correct in all respects other than to a de minimis extent (relative to Section 3.2(a), taken as a whole) and (ii) the representations and warranties contained in Sections 3.2(b), 3.3(a), 3.3(b), 3.3(c)(i), 3.7, 3.20, and 3.21 shall be deemed untrue and incorrect if not true and correct in all material respects.

Section 10.2 Notices. All notices and other communications in connection with this Agreement shall be in writing, shall be effective upon receipt and shall be deemed given if delivered personally, sent via facsimile (with answer-back confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
(a) if to Seller, to:

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LandAmerica Financial Group, Inc.
5600 Cox Road
Glen Allen, VA 23060
Attention: Executive Vice President, Chief Legal Officer
Fax: [phone]

with a copy to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention: Paul Shalhoub and Rachel Strickland
Fax: [phone]


(b) if to Buyers, to:

Chicago Title Insurance Company
Fidelity National Title Insurance Company
c/o Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, FL 32204

Attention: Chief Legal Officer
Fax: [phone]

with a copy to:

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019

Attention: Robert S. Rachofsky
Fax: [phone]

Any party may change the address to which notices, claims, demands and other communications hereunder are to be delivered by giving the other parties notice in the manner set forth herein.

Section 10.3 Interpretation. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Except as otherwise expressly provided herein, all references to “dollars” or “$” shall be deemed references to the lawful money of the United States of America. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. Whenever the words “include,” “includes” or “including” are used in this

59

Agreement, they shall be deemed to be followed by the words “without limitation.” References to the “transactions contemplated by this Agreement” and similar expressions include the transactions contemplated by the Ancillary Documents. The words “hereof,” “herein,” “hereby,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole (including any exhibits hereto and schedules delivered herewith) and not to any particular provisions of this Agreement. As used herein, each reference to “the date of this Agreement,” “the date hereof” or similar terms shall refer to November 25, 2008. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The Company Disclosure Schedule and the Buyer Disclosure Schedule, as well as all other schedules and all exhibits hereto, shall be deemed part of this Agreement and included in any reference to this Agreement. This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable law.

Section 10.4 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. Either party may deliver its signed counterpart of this Agreement to the other party by means of facsimile or any other electronic medium, and such delivery will have the same legal effect as hand delivery of an originally executed counterpart.

Section 10.5 Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement) and the Confidentiality Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.

Section 10.6 Governing Law; Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, governed and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly-performed within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Chapter 11 Court. Each of the parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10.7 Publicity. Neither Seller nor Buyers shall, and neither Seller nor Buyers shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the prior consent (which

60

consent shall not be unreasonably withheld) of Buyers, in the case of a proposed announcement or statement by Seller, or Seller, in the case of a proposed announcement or statement by Buyers; provided, however, that either party may, without the prior consent of the other party (but after prior consultation with the other party to the extent practicable under the circumstances) issue or cause the publication of any press release or other public announcement to the extent required by law or by the rules and regulations of the NYSE.

Section 10.8 Assignment; Third Party Beneficiaries. (a) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by either of the parties (other than by either Buyer by operation of law in a merger of such Buyer) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

(b) The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with this Agreement without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 10.9 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the Chapter 11 Court, in addition to any other remedy to which they are entitled at law or in equity.

Remainder of Page Intentionally Left Blank





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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.
LANDAMERICA FINANCIAL GROUP, INC.

By: /s/ Theodore L. Chandler, Jr.
Name: Theodore L. Chandler, Jr.
Title: Chairman and Chief Executive Officer


CHICAGO TITLE INSURANCE COMPANY

By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President and Corporate Secretary


FIDELITY NATIONAL TITLE INSURANCE
COMPANY

By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President and Corporate Secretary


FIDELITY NATIONAL FINANCIAL, INC.,
solely for the limited purposes set forth in
Sections 2.1, 2.6, 5.8(c) and 5.8(j) hereof

By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President and Corporate Secretary

[Signature Page to Stock Purchase Agreement]

Schedule A

1. Shelf Registration and Listing

1.1 FNF shall prepare and file with the United States Securities and Exchange Commission (the “SEC”), as promptly as practicable after the Closing Date (but in no event later than the date which is the earlier of (i) the Business Day after FNF releases its earnings press release for year end 2008 and (ii) 60 days after the Closing), either (i) a shelf registration statement pursuant to Rule 415 under the Securities Act or (ii) a prospectus supplement that shall be deemed to be part of an existing shelf registration statement in accordance with Rule 424B under the Securities Act, in each case covering the resale of all of the FNF Shares (for purposes of this Schedule A, “FNF Shares” includes any shares issued with respect to the FNF Shares as a result of any merger, reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or other non-cash dividend, or any similar event) to be issued pursuant to this Agreement (the shelf registration statement, including the prospectus, amendments and supplements thereto, the “FNF Registration Statement”). FNF represents that it is, as of the date hereof, a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) and, so long as FNF is such at the time of the filing of the FNF Registration Statement, such FNF Registration Statement shall be an automatic shelf registration statement. If FNF is not eligible to file a registration statement on Form S-3, then FNF shall file the registration statement on another appropriate form permitting registration of the FNF Shares for resale by Seller. FNF shall not permit any securities to be included in the FNF Registration Statement other than the FNF Shares to be issued pursuant to this Agreement. If the FNF Registration Statement is not automatically effective upon filing, FNF shall use its reasonable best efforts to cause the FNF Registration Statement to be declared effective pursuant to the Securities Act as soon as practicable after the filing thereof and to keep the FNF Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 12 months following the Closing Date, (ii) the date that all FNF Shares covered by the FNF Registration Statement have been sold in the manner set forth and as contemplated in the FNF Registration Statement or (iii) the date on which Seller could sell all of its FNF Shares issued pursuant to this Agreement at one time pursuant to Rule 144 promulgated under the Securities Act (the “Effectiveness Period”). Seller shall notify FNF in writing of the date that all of its FNF Shares have been sold in the manner set forth and as contemplated in the FNF Registration Statement.

1.2 FNF shall use its reasonable best efforts to keep the FNF Registration Statement continuously effective during the Effectiveness Period by supplementing and amending the FNF Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such FNF Registration Statement. In the event of an issuance of any stop order suspending the effectiveness of the FNF Registration Statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of the FNF Shares included in such FNF Registration Statement for sale in any jurisdiction, FNF will use its reasonable best efforts promptly to obtain the withdrawal of such order. In the event of the issuance of any such stop order, the Effectiveness Period (as calculated under Section 1.1(i)) will be extended by the number of days such stop order is in effect.

1.3 FNF may suspend sales under the FNF Registration Statement or defer the updating of the FNF Registration Statement and suspend sales thereunder for a reasonable period of time (not exceeding 60 consecutive days; for purposes of this Section 1.3, two days shall be “consecutive” if the second day is less than five calendar days after the first day) if FNF furnishes Seller with a notice signed by an executive officer of FNF (a “Suspension Notice”) stating that, in its good faith judgment, FNF has determined that maintaining the effectiveness of the FNF Registration Statement and permitting offers and sales thereunder would require FNF to make public disclosure of information not otherwise required to be publicly disclosed at such time, the public disclosure of which would have Material Adverse Effect upon FNF or would adversely affect the ability of FNF to consummate a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction. Upon the receipt of any such notice from FNF, Seller agrees to discontinue disposition of FNF Shares pursuant to the FNF Registration Statement (a “Black Out”) until the earlier of (i) such time as Seller receives copies of a supplemental or amended prospectus, (ii) such time as Seller receives notification from FNF that such suspension is no longer required or (iii) 60 days, provided, that FNF may not suspend sales for more than aggregate of 120 days in any twelve-month period. In the event FNF shall give a Suspension Notice, the Effectiveness Period will be extended by the number of days during the time period from and including the date of the giving of such Suspension Notice to and including the date when the Black-Out shall have terminated in accordance with the immediately preceding paragraph.

1.4 FNF agrees to use reasonable best efforts to cause all of the FNF Shares to be listed on the New York Stock Exchange (or such other national securities exchange on which the common stock of FNF or other applicable securities are then listed or quoted).
2.

Registration Procedures

In any offering hereunder, FNF shall:

2.1 Before filing the FNF Registration Statement, any prospectus supplement or any pre- or post-effective amendment to the FNF Registration Statement in connection with the offering of FNF Shares, FNF will furnish to Seller copies of all such documents proposed to be filed and a reasonable opportunity to comment thereon.

2.2 Subject to Section 2.1 above, prepare and file such post-effective amendments to the FNF Registration Statement as may be necessary to keep it continuously effective for the Effectiveness Period (including any extensions thereof in accordance with Section 1.3); cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; if the FNF Registration Statement is not an automatic shelf registration statement, respond as promptly as practicable to any comments received from the SEC with respect to the FNF Registration Statement or any amendment thereto; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the FNF Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such prospectus as so supplemented.

2.3 Notify the selling holders promptly, and (if required by any such person) confirm such notice in writing, (i) when the FNF Registration Statement or any amendment has been filed and when the same has become effective, (ii) if the SEC comments in writing on any FNF

Registration Statement that is not an automatic shelf registration statement; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the FNF Registration Statement or the initiation of any proceedings for that purpose, and (iv) of the occurrence of any event which makes any statement made in the FNF Registration Statement or related prospectus or prospectus supplement, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in the FNF Registration Statement, prospectus, any prospectus supplement or any such document so that, in the case of the FNF Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the prospectus or prospectus supplement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.4 If requested by the holders holding a majority of the FNF Shares being registered, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as such holders reasonably request be included therein and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after FNF has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that FNF will not be required to take any actions under this Section 2.4 that are not, in the opinion of independent counsel retained by FNF, in compliance with applicable law.

2.5 Deliver to each selling holder, without charge, as many copies of the prospectus or prospectuses relating to such FNF Shares (including each preliminary prospectus) and any amendment or supplement thereto as such persons may reasonably request; and FNF hereby consents to the use of such Prospectus or each amendment or supplement thereto by each of the selling holders in connection with the offering and sale of the FNF Shares covered by such prospectus or any amendment or supplement thereto.

2.6 To register or qualify or cooperate with the selling holders in connection with the registration or qualification (or exemption from such registration or qualification) of such FNF Shares for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any seller reasonably requests in writing; use all reasonable efforts to keep such registration or qualification (or exemption therefrom) effective during the period the FNF Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in each such jurisdiction of the FNF Shares covered by the FNF Registration Statement; provided, however, that FNF will not be required to (i) qualify to do business in any jurisdiction in which it is not then so qualified or (ii) take any action that would subject it to service of process in any such jurisdiction in which it is not then so subject.

2.7 Upon the occurrence of any event contemplated by Section 2.3(iv) hereof, promptly prepare and file a supplement or post-effective amendment to the FNF Registration Statement or a supplement to the related prospectus or any document incorporated therein by reference or any other required document so that, as thereafter delivered to the purchasers of the FNF Shares being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading.

2.8 FNF may require each seller of FNF Shares as to which any registration is being effected to furnish to FNF such information regarding the distribution of such FNF Shares as FNF may, from time to time, reasonably request in writing in order to provide adequate disclosure in the FNF Registration Statement and FNF may exclude from such registration the FNF Shares of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request.

2.9 To the extent that the FNF Registration Statement cannot be used because FNF has not filed any audited historical financial statements of the Companies that are required under Rule 3-05 of Regulation S-X, FNF does not have to keep the FNF Registration Statement available during any period of delay caused by the failure of Seller to reasonably cooperate with FNF in causing to be prepared and audited, at FNF’s sole cost, historical financial statements of the Companies.

2.10 FNF shall use its reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of any order suspending the effectiveness of any FNF Registration Statement.

2.11 FNF shall cooperate with the Seller to facilitate the timely preparation and delivery of certificates representing FNF Shares (if such shares are certificated) to be delivered to a transferee pursuant to the FNF Registration Statement, which certificates shall be free of all restrictive legends, and to enable such FNF Shares to be in such denominations and registered in such names as Seller may request.
3. Registration Expenses

All fees and expenses incident to the performance of or compliance with the terms of this Schedule A by FNF will be borne by the holders of the FNF Shares being registered pursuant to this Agreement. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses for compliance with securities or “blue sky” laws), (ii) printing expenses (including, without limitation, expenses of printing certificates of FNF Shares in a form eligible for deposit with The Depository Trust Company and of printing a reasonable number of prospectuses and prospectus supplements if the printing thereof is requested by the holders of a majority of the FNF Shares participating in the offering), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for FNF, (v) fees and disbursements of all independent certified public accountants of FNF, and (vi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by FNF are then listed. However, FNF will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expenses of any annual audit. In no event will FNF be responsible for any selling commission with respect to any sale of FNF Shares pursuant to this Agreement, and the sellers shall be responsible on a pro rata basis for any taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of FNF Shares and for any legal, accounting and other expenses incurred by them in connection with any offering of FNF Shares hereunder. If requested by FNF, the holders of the FNF


Shares to be registered pursuant to this Agreement will provide an appropriate undertaking confirming their agreement to pay all of the foregoing fees and expenses to be paid by them prior to FNF’s preparation and filing with the SEC of the FNF Registration Statement or any prospectus supplement pursuant to Section 1.1 hereof.

4. Indemnification

4.1 Indemnification by FNF. FNF will indemnify and hold harmless each holder of FNF Shares registered pursuant to this Agreement, the officers, directors, agents and employees of each of them, each person who controls such a holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of any such controlling person, from and against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees and expenses, and the costs incurred in connection with defending any investigation) and expenses (collectively, “Losses”), arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the FNF Registration Statement, prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based solely upon information furnished in writing to FNF by such holder expressly for use therein.

4.2 Indemnification by Holders. In connection with the offering in which a holder is participating, such holder will furnish to FNF in writing such information as FNF may reasonably request for use in connection with the FNF Registration Statement, prospectus or any amendment or supplement thereto or preliminary prospectus and will severally and not jointly indemnify, to the fullest extent permitted by law, FNF, its respective directors and officers, agents and employees, each person who controls FNF (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any FNF Registration Statement, prospectus or any amendment or supplement thereto or preliminary prospectus or arising out of or based upon any omission of material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such holder to FNF expressly for use in such FNF Registration Statement, prospectus or any amendment or supplement thereto or preliminary prospectus.

4.3 Conduct of Indemnification Proceedings. If any person shall become entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any action or proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been prejudiced materially by such failure. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified and Indemnifying Parties exists in respect of such claim,

the Indemnifying Party will be entitled to participate in and, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such Indemnified Party’s reasonable judgment a conflict or potential conflict of interest between such Indemnified and Indemnifying Parties exists or arises in respect of such claim after the assumption of the defense thereof or if there are additional defenses available to the Indemnified Party that are not available to the Indemnifying Party unless asserted on its behalf by the Indemnifying Party. In all events, the Indemnifying Party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). The Indemnifying Party will not consent to entry of any judgment or enter into any settlement or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Section 4, unless such judgment, settlement or other termination includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim or that there are additional defenses available to any Indemnified Party that are not available to such other Indemnified Party that will not be capable of being asserted by such counsel, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonably necessary. Notwithstanding anything else to the contrary herein, and without limiting the rights set forth above, in any event any party will have the right to retain, at its own expense, counsel with respect to the defense of a claim.

4.4 Contribution. If the indemnification provided for in this Section 4 is unavailable to an Indemnified Party in respect of any Losses or is insufficient to hold such Indemnified Party harmless, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, will, severally but not jointly, contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party or Indemnifying Parties, on the one hand, and such Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or

prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include any legal or other fees or expenses incurred by such party in connection with any action or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Notwithstanding the provisions of this Section 4, an Indemnifying Party that is a selling holder will not be required to pay any amount in respect of indemnity hereunder or contribute any amount hereunder in excess of the amount by which the total price at which the FNF Shares sold by such Indemnifying Party were offered to the public exceeds the amount of any damages which such Indemnifying Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity, contribution and expense reimbursement obligations of FNF hereunder will be in addition to any liability FNF may otherwise have hereunder or otherwise. The provisions of this Section 4 will survive so long as FNF Shares remain outstanding, notwithstanding any permitted transfer of the FNF Shares by any holder thereof or any termination of this Agreement.

5. Transfer of Rights

5.1 In connection with a transfer of FNF Shares other than pursuant to the FNF Registration Statement or Rule 144, the rights of each holder of FNF Shares under this Schedule A may be assigned by Seller. No such assignment of rights shall be effective until FNF shall receive written notice thereof in the manner specified in the Agreement. In the event of any such permitted assignment, the assignee shall be entitled to further assign as permitted under this Section 5.