As filed with the Securities and Exchange Commission on July 12, 2002.
                                                     Registration No. 333-50004
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        LANDAMERICA FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Virginia                                       54-1589611
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification Number)

         101 Gateway Centre, Gateway One, Richmond, Virginia 23235-5153
               (Address of Principal Executive Offices) (Zip Code)

                            ------------------------

                        LANDAMERICA FINANCIAL GROUP, INC.
                        EXECUTIVE VOLUNTARY DEFERRAL PLAN
                            (Full Title of the Plan)

                         Russell W. Jordan, III, Esquire
             Executive Vice President, General Counsel and Secretary
                        LandAmerica Financial Group, Inc.
                         101 Gateway Centre, Gateway One
                          Richmond, Virginia 23235-5153
                                 (804) 267-8000
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)
                                   -----------









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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference

         The following  documents  previously  filed by the Registrant  with the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934 (the "Exchange Act") are  incorporated  herein by reference and made a part
hereof:

         (1)      the Registrant's  Annual Report on Form 10-K (the "Form 10-K")
                  for the fiscal year ended December 31, 1999, File No. 1-13990;

         (2)      the portions of the  Registrant's  definitive  Proxy Statement
                  for the Annual  Meeting of  Shareholders  held on May 16, 2000
                  that have been incorporated by reference into the Form 10-K;

         (3)      the  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 2000, June 30, 2000 and September 30,
                  2000, File No. 1-13990;

         (4)      the  Registrant's  Current Report on Form 8-K, filed on August
                  7, 2000, File No. 1-13990; and

         (5)      the   description  of  the   Registrant's   common  stock  and
                  associated  preferred share purchase  rights  contained in the
                  Registrant's  Amendment No. 4 to Form 8-A,  filed on August 7,
                  2000, File No. 1-13990.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein  or in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.           Description of Securities

         The securities being registered are deferred  compensation  obligations
("Deferred  Compensation  Obligations")  of the Registrant under the LandAmerica
Financial Group, Inc. Executive Voluntary Deferral Plan, as amended and restated
effective  April  24,  2002 (the  "Plan").  The  shares  (the  "Shares")  of the
Registrant's common stock, no par value,  payable under the Plan with respect to
certain Deferred  Compensation  Obligations are not subject to this Registration

                                      II-1


Statement, and shall be separately registered for resale by the Registrant under
the Securities Act of 1933 under another registration statement. Each Share also
represents  one  preferred   share   purchase   right  under  the   Registrant's
Shareholders Rights Plan. See Item 1, "Description of Registrant's Securities to
Be  Registered - Preferred  Share  Purchase  Rights," of the  Registrant's  Form
8-A/A, Amendment No. 5 to Form 8-A, filed on June 21, 2002,  incorporated herein
by reference.

         The following description of the Deferred  Compensation  Obligations is
qualified in its  entirety by  reference  to the  complete  text of the Plan set
forth as  Exhibit  4.9  hereto.  Capitalized  terms  used in this Item 4 and not
otherwise  defined in this  Registration  Statement  shall  have the  respective
meanings attributed to such terms in the Plan.

         The Deferred Compensation  Obligations incurred by the Registrant under
the Plan are unsecured  general  obligations  of the  Registrant,  and will rank
equally with other unsecured and  unsubordinated  indebtedness of the Registrant
outstanding  from time to time. The Plan is unfunded,  and the Registrant is not
required to set aside assets to be used for payment of the Deferred Compensation
Obligations.  Because the  Registrant  is a holding  company  and its  principal
assets are its operating subsidiaries, the Registrant's ability to make payments
to Participants in connection with Deferred  Compensation  Obligations under the
Plan may be subject to the  availability  of funds  from such  subsidiaries.  In
addition,  the right of the Registrant (and hence the rights of creditors of the
Registrant, including Participants in the Plan) to participate in a distribution
of the  assets  of a  subsidiary  of the  Registrant  upon  its  liquidation  or
reorganization  or  otherwise  necessarily  is  subject  to the prior  claims of
creditors of the subsidiary,  except to the extent that claims of the Registrant
itself as a creditor may be recognized.

         Under the  Plan,  the  Registrant  will  provide a select  group of its
executives  who  have the  rank of  Senior  Vice-President  or  higher  with the
opportunity  to  elect  to  defer  part  or all of the  Bonus  payable  to  such
executives  during any Plan Year. The Registrant  will establish a Deferred Cash
Account  and a Deferred  Stock Unit  Account  for each  executive  who elects to
participate in the Plan. A Participant  may designate a fixed dollar amount or a
percentage to be deducted from his or her Bonus  ("Deferral  Contribution")  and
shall  indicate how the  Deferral  Contribution  is to be allocated  between the
Participant's  Deferred Cash Account and the  Participant's  Deferred Stock Unit
Account.  The maximum deferral during any Plan Year is 100% of the amount of any
Bonus. Amounts credited to the Participant's Deferred Cash Account earn interest
at the Rate of Return  (initially 8%),  subject to increase by the  Compensation
Committee.

         Except as  otherwise  provided in the Plan,  a  Participant's  Deferred
Stock Unit  Account  will be treated as if it were  invested in  Deferred  Stock
Units that are equivalent in value to the fair market value of the shares of the
Registrant's  common stock in accordance with the terms set forth in the Plan. A
Participant  who makes a  Deferral  Contribution  for a given Plan Year into the
Participant's  Deferred  Stock Unit  Account is  entitled  to receive a Deferral
Premium of  additional  Deferred  Stock Units equal to 20% of the  Participant's
Deferral Contribution to his Deferred Stock Unit Account for such Plan Year. The
number of Deferred Stock Units credited to a  Participant's  Deferred Stock Unit
Account  will be  increased  on each  date on  which a  dividend  is paid on the
Registrant's  common  stock.  The  number of  additional  Deferred  Stock  Units
credited  to a  Participant's  Deferred  Stock Unit  Account as a result of such
increase  will be  determined  by (i)  multiplying  the total number of Deferred
Stock Units (with  fractional  Deferred

                                      II-2


Stock Units rounded off to the nearest thousandth) credited to the Participant's
Deferred  Stock Unit Account  immediately  before such increase by the amount of
the  dividend  paid per share of the  Registrant's  common stock on the dividend
payment  date,  and (ii) dividing the product so determined by the Closing Price
of the Registrant's  common stock on the dividend payment date. The dollar value
of the Deferred  Stock Units  credited to a  Participant's  Deferred  Stock Unit
Account on any date will be  determined  by  multiplying  the number of Deferred
Stock  Units  (including  fractional  Deferred  Stock  Units)  credited  to  the
Participant's Deferred Stock Unit Account by the Closing Price on that date.

         The  amounts  deferred  by  Participants  under the Plan  represent  an
obligation of the Registrant to make payments to the  Participants  at some time
in the future.  A  Participant's  Deferred  Stock Unit Account  shall be paid in
Shares of the Registrant's common stock with fractional Shares paid in cash, and
the Deferred Cash Account shall be paid in cash.  The amount that the Registrant
is  required to pay to any  Participant  under the terms of the Plan is equal to
the  Deferral  Benefit,  or the sum of the  Deferral  Contributions  made by the
Participant  plus  interest  accrued  at the Rate of Return  with  respect  to a
Participant's  Deferred Cash  Account,  and adjusted for  hypothetical  gains or
losses  attributable to the deemed investment of such Deferral  Contributions in
Shares of the  Registrant's  common  stock with  respect to his or her  Deferred
Stock Unit Account.

         The amounts payable to  Participants  under the Plan are distributed in
accordance  with  the  distribution  provisions  of the  Plan.  Generally,  such
distributions  are made as of the Benefit  Commencement  Date  specified  in the
Participant's Deferral Election. Payment of benefits may either be in a lump sum
or in  quarterly  installments  at the  Participant's  election.  The Plan  also
provides for interim  distributions  of amounts  payable from the  Participant's
Deferral Contribution Account and for withdrawal of Plan amounts in the event of
a financial emergency.

         In the event that a Participant dies prior to his Benefit  Commencement
Date,  the  Beneficiary  of such  Participant  shall be entitled to receive as a
Death Benefit an amount equal to the Deferral Benefit that the Participant would
have received had the  Participant  lived to the Benefit  Commencement  Date and
received the full  Deferral  Benefit.  This Death Benefit shall be calculated by
increasing  the value of the  Participant's  Deferred Cash Account by the amount
that would have been credited as interest at the Rate of Return from the date of
death through the Participant's Benefit Commencement Date assuming, for purposes
of this additional  interest  crediting only,  that the  Participant's  Deferred
Stock Unit Account had been  converted  to a Deferred  Cash Account and added to
the  Participant's  existing  Deferred  Cash  Account as of the first day of the
month following the Participant's date of death.

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

         The  Registrant  is entitled to withhold all  federal,  state and local
income,  employment and other taxes required to be withheld by the Registrant in
connection with payments to be made to Participants under the Plan.

                                      II-3


         Each   Participant  is  at  all  times  100%  vested  in  all  Deferral
Contributions,  as well as in any appreciation  (or  depreciation) in the amount
thereof due to appreciation or  depreciation in the  Registrant's  common stock.
However,  the  Participant  shall forfeit a Deferral  Premium (and any dividends
credited to the  Participant's  Deferred  Stock Unit Account as a result of such
Deferred  Premium) if the  Participant  leaves the  Registrant's  employ for any
reason other than death,  Disability or Retirement before the second anniversary
on which the Deferral  Premium was awarded.  All Deferral  Premiums become fully
vested upon a Change of Control.

         The Plan  provides  that the  Registrant  may,  but is not required to,
establish a grantor trust (the "Trust")  which may be used to hold assets of the
Registrant  to be  maintained  as reserves  against the  Registrant's  unfunded,
unsecured  obligations  under the Plan.  The  Registrant may appoint one or more
individuals  or  corporations  to act as Trustee.  The Registrant may remove the
Trustee   and  appoint  a  successor   Trustee  at  any  time.   The   Trustee's
responsibility would be limited to holding and investing the assets of the Trust
in its  possession  and voting the common stock it holds in its  discretion as a
fiduciary. No Participant or Beneficiary would have any right, title or interest
in or to, any Trust  assets (and all such  assets  shall  remain  subject to the
claims of the Registrant's creditors).

         Neither the  Participant  nor his or her  Beneficiary  has any right to
sell,  assign,  transfer or  otherwise  convey the right to receive any payments
under the Plan or any  interest in the Plan,  which  payments  and  interest are
expressly declared to be non-assignable and  non-transferable.  The interests of
each  Participant  under  the  Plan  are  not  subject  to  the  claims  of  the
Participant's creditors.

         The  Registrant  reserves  the  right to amend or  terminate  the Plan,
provided  that any such  amendment  does not decrease or restrict the value of a
Participant's  account  balance  under  the  Plan in  existence  at the time the
amendment is made.  Moreover,  the Registrant reserves the right to unilaterally
shorten the Deferral Period of any  Participant,  if it determines that to do so
will be fair and equitable to the Participant.

Item 5.           Interests of Named Experts and Counsel

         Williams,  Mullen,  Clark &  Dobbins,  counsel to the  Registrant,  has
rendered  its opinion that the Deferred  Compensation  Obligations,  when issued
pursuant  to the terms and  conditions  of the  Plan,  will be legal,  valid and
binding  obligations of the  Registrant.  Julious P. Smith,  Jr., a principal in
Williams,  Mullen,  Clark  &  Dobbins,  is a  director  of  the  Registrant  and
beneficially  owned an  aggregate  of 2,000 shares of common stock as of October
31, 2000. Other attorneys  employed by the firm beneficially  owned an aggregate
of 20,815 shares of the Registrant's common stock as of October 31, 2000.

Item 6.           Indemnification of Directors and Officers

         Article  10 of  Chapter 9 of Title  13.1 of the Code of  Virginia  (the
"Code") permits a Virginia  corporation to indemnify any director or officer for
reasonable  expenses  incurred  in any  legal  proceeding  in  advance  of final
disposition  of the  proceeding,  if  the  director  or  officer  furnishes  the
corporation a written  statement of his good faith belief that he or she has met
the

                                      II-4


standard of conduct  prescribed by the Code, and a determination  is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the  corporation,  no  indemnification  shall be made in respect of any
matter  as to which an  officer  or  director  is  adjudged  to be liable to the
corporation,  unless the court in which the  proceeding  took  place  determines
that,   despite  such   liability,   such  person  is  reasonably   entitled  to
indemnification  in  view of all of the  relevant  circumstances.  In any  other
proceeding,  no  indemnification  shall be made if the  director  or  officer is
adjudged  liable to the  corporation on the basis that he improperly  received a
personal benefit.  Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized  by  the  articles  of   incorporation  or  any  bylaw  made  by  the
shareholders,  or any  resolution  adopted,  before or after the  event,  by the
shareholders,  except  an  indemnity  against  willful  misconduct  or a knowing
violation of the criminal law. Unless limited by its articles of  incorporation,
indemnification  of a director or officer is  mandatory  when he or she entirely
prevails in the defense of any  proceeding to which he or she is a party because
he or she is or was a director or officer.

         The Articles of  Incorporation  of the  Registrant  contain  provisions
indemnifying  the  directors  and officers of the  Registrant to the full extent
permitted by Virginia  law. In addition,  the Articles of  Incorporation  of the
Registrant  eliminate the personal  liability of the Registrant's  directors and
officers to the Registrant or its  shareholders for monetary damages to the full
extent permitted by Virginia law.

Item 7.           Exemption from Registration Claimed

         Not applicable.


Item 8.           Exhibits

The  following  exhibits are filed on behalf of the  Registrant  as part of this
Registration Statement:

         4.1      Articles of Incorporation  of the Registrant,  incorporated by
                  reference   to  Exhibit  3A  of  the   Registrant's   Form  10
                  Registration Statement, as amended, File No. 0-19408.

         4.2      Articles of  Amendment  of Articles  of  Incorporation  of the
                  Registrant,  incorporated  by  reference to Exhibit 4.2 of the
                  Registration Form 8-A Registration  Statement,  filed February
                  27, 1998, File No. 1-13990.

         4.3      Bylaws of the Registrant, incorporated by reference to Exhibit
                  3B of the  Registrant's  Form 10  Registration  Statement,  as
                  amended, File No. 0-19408.

         4.4      Amended and Restated Rights Agreement,  dated as of August 20,
                  1997,  between the  Registrant  and Wachovia  Bank,  N.A.,  as
                  Rights  Agent,  which  Amended and Restated  Rights  Agreement
                  includes an amended Form of Rights  Certificate,  incorporated
                  by reference to Exhibit 4.1 of the Registrant's Current Report
                  on Form 8-K, dated August 20, 1997, File No. 1-13990.

                                      II-5


         4.5      First  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated as of December  11,  1997,  between the  Registrant  and
                  Wachovia  Bank,   N.A.,  as  Rights  Agent,   incorporated  by
                  reference to Exhibit 4.1 of the Registrant's Current Report on
                  Form 8-K, dated December 11, 1997, File No. 1-13990.

         4.6      Second  Amendment  to Amended and Restated  Rights  Agreement,
                  dated as of June 1, 1999,  between  the  Registrant,  Wachovia
                  Bank,  N.A., as Rights Agent,  and State Street Bank and Trust
                  Company, as Successor Rights Agent,  incorporated by reference
                  to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
                  dated June 1, 1999, File No. 1-13990.

         4.7      Third  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated as of July 26,  2000,  between  the Registrant and State
                  Street Bank and Trust Company,  as Rights Agent,  incorporated
                  by reference to Exhibit 4.1 of the Registrant's Current Report
                  on Form 8-K, dated July 26, 2000, File No. 1-13990.

         4.8      Form of common stock Certificate, incorporated by reference to
                  Exhibit 4.7 of Amendment  No. 3 to the  Registrant's  Form 8-A
                  Registration Statement, filed June 7, 1999, File No. 1-13990.

         4.9      LandAmerica Financial Group, Inc. Executive Voluntary Deferral
                  Plan, as amended and restated as of April 24, 2002.*

         5.1      Opinion of Williams Mullen.

         23.1     Consent of Williams Mullen (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.*

         24       Powers of Attorney (included on Signature Page).*

------------

*Filed herewith

Item 9.           Undertakings

         The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933;

                                      II-6


                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement.  Notwithstanding  the  foregoing,
                                    any   increase  or  decrease  in  volume  of
                                    securities  offered  (if  the  total  dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from  the low or high  end of the  estimated
                                    maximum  offering  range may be reflected in
                                    the  form  of  prospectus   filed  with  the
                                    Commission  pursuant  to Rule  424(b) if, in
                                    the  aggregate,  the  changes  in volume and
                                    price  represent  no more  than  20  percent
                                    change  in the  maximum  aggregate  offering
                                    price  set  forth  in  the  "Calculation  of
                                    Registration  Fee"  table  in the  effective
                                    registration statement; and

                           (iii)    To include  any  material  information  with
                                    respect  to  the  plan of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement or any  material  change  to  such
                                    information in the registration statement;

                           provided,  however, that paragraph (1)(i) and (1)(ii)
                           shall not apply if the  registration  statement is on
                           Form S-3,  Form S-8 or Form F-3, and the  information
                           required to be included in a post-effective amendment
                           by those  paragraphs is contained in periodic reports
                           filed  with or  furnished  to the  Commission  by the
                           Registrant pursuant to Section 13 or Section 15(d) of
                           the Exchange Act that are  incorporated  by reference
                           in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-7


         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-8





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the County of Chesterfield,  Commonwealth of Virginia,  on
this 12th day of July, 2002.

                        LANDAMERICA FINANCIAL GROUP, INC.


                        By:  /s/ Charles H. Foster, Jr.
                            -------------------------------------------------
                            Charles H. Foster, Jr.
                            Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         Each of the  undersigned  hereby appoints John M. Carter and Russell W.
Jordan, III, each of whom may act individually,  as attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned,  to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended,  any and all amendments
(including  post-effective  amendments) to this registration statement, with any
schedules or exhibits thereto, and any and all supplements or other documents to
be  filed  with  the  Securities  and  Exchange  Commission  pertaining  to  the
registration of securities  covered hereby,  with full power and authority to do
and  perform any and all acts and things as may be  necessary  or  desirable  in
furtherance of such registration.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.



                   Signature                                        Title                              Date
                                                                                            

          /s/ Charles H. Foster, Jr.                    Chairman and Chief Executive               July 12, 2002
----------------------------------------------
            Charles H. Foster, Jr.                          Officer and Director
                                                        (Principal Executive Officer)

              /s/ Janet A. Alpert                          President and Director                  July 12, 2002
----------------------------------------------
                Janet A. Alpert

         /s/ Theodore L. Chandler, Jr.                 Senior Executive Vice President             July 12, 2002
----------------------------------------------
           Theodore L. Chandler, Jr.                            and Director

             /s/ G. William Evans                         Executive Vice President                 July 12, 2002
----------------------------------------------
                G. William Evans                         and Chief Financial Officer
                                                        (Principal Financial Officer)



             /s/ John R. Blanchard                    Senior Vice President - Corporate            July 12, 2002
----------------------------------------------
               John R. Blanchard                                 Controller
                                                        (Principal Accounting Officer)

                                                                  Director                         July 12, 2002
----------------------------------------------
                Michael Dinkins

              /s/ John P. McCann                                  Director                         July 12, 2002
----------------------------------------------
                John P. McCann

          /s/ Robert F. Norfleet, Jr.                             Director                         July 12, 2002
----------------------------------------------
            Robert F. Norfleet, Jr.

             /s/ Robert T. Skunda                                 Director                         July 12, 2002
----------------------------------------------
               Robert T. Skunda

           /s/ Julious P. Smith, Jr.                              Director                         July 12, 2002
----------------------------------------------
             Julious P. Smith, Jr.

                                                                  Director                         July 12, 2002
----------------------------------------------
              Thomas G. Snead, Jr.

              /s/ Eugene P. Trani                                 Director                         July 12, 2002
----------------------------------------------
                Eugene P. Trani

           /s/ Marshall B. Wishnack                               Director                         July 12, 2002
----------------------------------------------
              Marshall B. Wishnack









                                  EXHIBIT INDEX

                                       TO
                         FORM S-8 REGISTRATION STATEMENT


       Exhibit
       Number                       Description of Exhibit
       ------                       ----------------------

         4.1      Articles of Incorporation  of the Registrant,  incorporated by
                  reference   to  Exhibit  3A  of  the   Registrant's   Form  10
                  Registration Statement, as amended, File No. 0-19408.

         4.2      Articles of  Amendment  of Articles  of  Incorporation  of the
                  Registrant,  incorporated  by  reference to Exhibit 4.2 of the
                  Registration Form 8-A Registration  Statement,  filed February
                  27, 1998, File No. 1-13990.

         4.3      Bylaws of the Registrant, incorporated by reference to Exhibit
                  3B of the  Registrant's  Form 10  Registration  Statement,  as
                  amended, File No. 0-19408.

         4.4      Amended and Restated Rights Agreement,  dated as of August 20,
                  1997,  between the  Registrant  and Wachovia  Bank,  N.A.,  as
                  Rights  Agent,  which  Amended and Restated  Rights  Agreement
                  includes an amended Form of Rights  Certificate,  incorporated
                  by reference to Exhibit 4.1 of the Registrant's Current Report
                  on Form 8-K, dated August 20, 1997, File No. 1-13990.

         4.5      First  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated as of December  11,  1997,  between the  Registrant  and
                  Wachovia  Bank,   N.A.,  as  Rights  Agent,   incorporated  by
                  reference to Exhibit 4.1 of the Registrant's Current Report on
                  Form 8-K, dated December 11, 1997, File No. 1-13990.

         4.6      Second  Amendment  to Amended and Restated  Rights  Agreement,
                  dated as of June 1, 1999,  between  the  Registrant,  Wachovia
                  Bank,  N.A., as Rights Agent,  and State Street Bank and Trust
                  Company, as Successor Rights Agent,  incorporated by reference
                  to Exhibit 4.1 of the Registrant's Current Report on Form 8-K,
                  dated June 1, 1999, File No. 1-13990.

         4.7      Third  Amendment  to Amended and  Restated  Rights  Agreement,
                  dated as of July 26,  2000,  between  the Registrant and State
                  Street Bank and Trust Company,  as Rights Agent,  incorporated
                  by reference to Exhibit 4.1 of the Registrant's Current Report
                  on Form 8-K, dated July 26, 2000, File No. 1-13990.

         4.8      Form of common stock Certificate, incorporated by reference to
                  Exhibit 4.7 of Amendment  No. 3 to the  Registrant's  Form 8-A
                  Registration Statement, filed June 7, 1999, File No. 1-13990.




         4.9      LandAmerica Financial Group, Inc. Executive Voluntary Deferral
                  Plan, as amended and restated as of April 24, 2002.*

         5.1      Opinion of Williams Mullen.

         23.1     Consent of Williams Mullen (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.*

         24       Powers of Attorney (included on Signature Page).*

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*Filed herewith