STOCK PURCHASE AGREEMENT

Exhibit 10.1

Execution Copy

STOCK PURCHASE AGREEMENT

among

FIDELITY NATIONAL TITLE INSURANCE COMPANY,

CHICAGO TITLE INSURANCE COMPANY

and

LANDAMERICA FINANCIAL GROUP, INC.

Dated as of November 25, 2008
as amended and restated
as of December 12, 2008,
as further amended and restated
as of December 21, 2008

TABLE OF CONTENTS

List of Schedules

List of Exhibits

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT, dated as of November 25, 2008 (the “ Initial Agreement ”), as amended and restated as of December 12, 2008 (the “ Initial Amended Agreement ”), as further amended and restated as of December 21, 2008 (as so amended, this “Agreement”)is made and entered into among Fidelity National Title Insurance Company, an insurance company organized under the laws of the State of California (“ FNTIC ”), Chicago Title Insurance Company, an insurance company organized under the laws of the State of Nebraska (“ CTIC ,” and with FNTIC, “ Buyers ”) and LandAmerica Financial Group, Inc., a Virginia corporation (“ Seller ”).

WITNESSETH:

     WHEREAS, Seller directly or indirectly owns 100% of the issued and outstanding shares of capital stock (the “ Shares ”) of each of (i) Commonwealth Land Title Insurance Company, an insurance company organized under the laws of the State of Nebraska (“ Commonwealth ”) (the “ Commonwealth Shares ”), (ii) United Capital Title Insurance Company, an insurance company organized under the laws of the State of California (“ UCTIC ”) (the “ UCTIC Shares ”), and (iii) Lawyers Title Insurance Corporation, an insurance company organized under the laws of the State of Nebraska (“ LTIC ,” and together with UCTIC and Commonwealth, the “ Companies ”) (the “ LTIC Shares ,” and with the UCTIC Shares and Commonwealth Shares, the “ Shares ”);

     WHEREAS, Commonwealth directly or indirectly owns, along with other Subsidiaries, 100% of the issued and outstanding capital stock of Commonwealth Land Title Insurance Company of New Jersey, an insurance company organized under the laws of the State of New Jersey (“ CNJ ”); and

     WHEREAS, Buyers and FNF desire to acquire, and Seller desires to sell or cause to be sold to Buyers and FNF, all of the Shares, on the terms and subject to the conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

          Section 1.1 Definitions . In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.

     “ Accounting Principles ” means SAP applied in a manner consistent with the preparation of the quarterly balance sheet of UCTIC as of September 30, 2008, included in its quarterly statement as filed with the California Department of Insurance (which showed statutory Net Worth of $16,237,479).

     “ Adjustment Report ” has the meaning set forth in Section 2.8 .

     “ Adjustment Statement ” has the meaning set forth in Section 2.8 .

     “ Affiliate ” means, with respect to any Person, any other Person which, at the time of determination, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.

     “ Agreement ” has the meaning set forth in the preamble.

     “ Ancillary Documents ” means, collectively, the Buyer Ancillary Documents, the Seller Ancillary Documents and the Company Ancillary Documents.

     “ Assumed Plans ” has the meaning set forth in Section 3.11(a) .

     “ Bankruptcy and Equity Exception ” has the meaning set forth in Section 3.3(b) .

     “ Bankruptcy Code ” has the meaning set forth in Section 5.11(a) .

     “ Business Day ” means any day other than a Saturday, a Sunday or any other day on which commercial banks are not generally open for business in New York City.

     “ Buyers ” has the meaning set forth in the preamble.

     “ Buyer Ancillary Documents ” means all agreements, instruments and documents being or to be executed and delivered by a Buyer or an Affiliate of a Buyer under this Agreement or in connection herewith.

     “ Buyer Cash Amount ” shall mean an amount equal to $134,762,521.

     “ Buyer Consultant ” has the meaning set forth in Section 5.11(b) .

     “ Buyer Disclosure Schedule ” has the meaning set forth in Article IV .

     “ CA Approval ” shall have the meaning given such term in Section 3.4(a).

     “ Chapter 11 Court ” has the meaning set forth in Section 5.11(a) .

     “ Chapter 11 Court Order ” has the meaning set forth in Section 5.11(a) .

     “ Closing ” has the meaning set forth in Section 2.3 .

     “ Closing Date ” has the meaning set forth in Section 2.3 .

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Commonwealth ” has the meaning set forth in the preamble.

     “ Commonwealth Common Stock ” has the meaning set forth in Section 3.2(a) .

     “ Commonwealth Purchase Price ” has the meaning set forth in Section 2.2 .

     “ Commonwealth Shares ” has the meaning set forth in the recitals.

     “ Companies ” has the meaning set forth in the preamble.

     “ Companies Articles ” has the meaning set forth in Section 3.1(b) .

     “ Companies Charter ” has the meaning set forth in Section 3.1(b) .

     “ Companies Common Stock ” has the meaning set forth in Section 3.2(a) .

     “ Company Ancillary Documents ” means all agreements, instruments and documents being or to be executed and delivered by the Companies or any Affiliate of either Company under this Agreement or in connection herewith.

     “ Company Benefit Plans ” has the meaning set forth in Section 3.11(a) .

     “ Company Contract ” has the meaning set forth in Section 3.13(a) .

     “ Company Disclosure Schedule ” has the meaning set forth in Article III .

     “ Company IP ” has the meaning set forth in Section 3.17(a) .

     “ Company Licensed Party ” has the meaning set forth in Section 5.9(b) .

     “ Company Regulatory Agreement ” has the meaning set forth in Section 3.5(b) .

     “ Confidentiality Agreement ” means that certain letter agreement dated October 27, 2008, between Seller and FNF.

     “ Control ” means, as to any Person, the ownership or possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by” and “under Common Control with” have correlative meanings.

     “ Controlled Group Liability ” has the meaning set forth in Section 3.11(g) .

     “ Covered Employees ” has the meaning set forth in Section 5.8(b) .

     “ CTIC ” has the meaning set forth in the preamble.

     “ Deferred Closing ” and “ Deferred Closing Date ” have the meaning set forth in Section 2.7 .

     “ Derivative Transactions ” has the meaning set forth in Section 3.14(a) .

     “ Dispute Notice ” has the meaning set forth in Section 2.8 .

     “ DOJ ” has the meaning set forth in Section 5.7(d) .

     “ Employees ” has the meaning set forth in Section 5.2(c) .

     “ End Date ” has the meaning set forth in Section 7.1(a)(iii) .

     “ ERISA ” has the meaning set forth in Section 3.11(a) .

     “ ERISA Affiliate ” has the meaning set forth in Section 3.11(h) .

     “ Estimated UCTIC Net Worth ” has the meaning set forth in Section 2.8 .

     “ Exchange Act ” has the meaning set forth in Section 3.5(c) .

     “ Final Approval Order ” shall mean the final and enforceable order or orders of the Rehabilitation Court approving this Agreement and the transactions contemplated hereby, and removing the Companies and, if applicable, CNJ from rehabilitation proceedings effective upon Closing, in form and substance mutually acceptable to Buyers and Seller, but without regard to whether such order remains subject to appeal.

     “ Final UCTIC Net Worth ” has the meaning set forth in Section 2.8 .

     “ FNF ” means Fidelity National Financial, Inc., a Delaware corporation.

     “ FNF Note ” shall mean a subordinated promissory note issued by FNF in the form attached hereto as Exhibit A, in an initial principal amount equal to $50,000,000.

     “ FNF Shares ” shall mean a number of shares of the common stock, par value $.0001 per share, of FNF, equal to (i) $50,000,000 divided by (ii) the greater of (A) $14.00 and (B) the closing price of the FNF common stock on the New York Stock Exchange for the trading day prior to the Closing Date.

     “ FNTIC ” has the meaning set forth in the preamble.

     “ FTC ” has the meaning set forth in Section 5.7(d) .

     “ Governmental Entity ” has the meaning set forth in Section 3.4(b) .

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Indemnified Party ” has the meaning set forth in Section 9.6 .

     “ Indemnifying Party ” has the meaning set forth in Section 9.6 .

     “ Independent Accounting Firm ” has the meaning set forth in Section 2.8 .

     “ Initial Agreement ” has the meaning set forth in the preamble.

     “ Initial Amended Agreement ” has the meaning set forth in the preamble.

     “ Insurance Contracts ” has the meaning set forth in Section 3.19(c) .

     “ Insurance Subsidiary ” has the meaning set forth in Section 3.19(a) .

     “ Intellectual Property ” has the meaning set forth in Section 3.17(a) .

     “ IRS ” has the meaning set forth in Section 3.10(b) .

     “ Knowledge of Seller ” means, as to a particular matter, the actual knowledge, after reasonable inquiry, of any officer of Seller having the title of Executive Vice President or a more senior title.

     “ Law ” has the meaning set forth in Section 5.7(i) .

     “ LFG Deferred Compensation Plans ” has the meaning set forth in Section 5.8(c) .

     “ LFG Health Plans ” has the meaning set forth in Section 5.8(b) .

     “ License Agreement ” has the meaning set forth in Section 3.17(a) .

     “ Licensed Company IP ” has the meaning set forth in Section 3.17(a) .

     “ Lien ” has the meaning set forth in Section 3.2(b) .

     “ Losses ” has the meaning set forth in Section 9.2 .

     “ LTIC ” has the meaning set forth in the preamble.

     “ LTIC Common Stock ” has the meaning set forth in Section 3.2(a) .

     “ LTIC Purchase Price ” has the meaning set forth in Section 2.2 .

     “ LTIC Shares ” has the meaning set forth in the recitals.

     “ Material Adverse Effect ” has the meaning set forth in Section 3.8(a) .

     “ Materials ” has the meaning set forth in Section 5.9(b) .

     “ Napa Dividend ” has the meaning set forth in Section 5.6(c) .

     “ Net Worth ” means an amount equal to “surplus as regards policyholders” as reported on line 30 of the liabilities, surplus and other funds page of the quarterly statement of UCTIC as filed with the California Department of Insurance.

     “ NHI ” has the meaning set forth in Section 2.1

     “ NYSE ” means the New York Stock Exchange.

     “ Other Assets ” has the meaning set forth in Section 5.10(b) .

     “ Owned Company IP ” has the meaning set forth in Section 3.17(a) .

     “ Owned Properties ” has the meaning set forth in Section 3.16 .

     “ Permits ” has the meaning set forth in Section 3.16 .

     “ Permitted Encumbrances ” has the meaning set forth in Section 3.16 .

     “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other entity or Governmental Entity.

     “ Post-Closing Tax Period ” means any Taxable period beginning after the Closing Date or, with respect to, any Taxable period that includes (but does not end on) the Closing Date, to the portion of that period after the Closing Date.

     “ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date.

     “ Publicly Disclosed ” means disclosed in any Company SEC Report filed with the SEC by Company between December 31, 2007 and the date of this Agreement (excluding, in each case, any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or in any exhibits to such Company SEC Report, or any other disclosures in such Company SEC Report that are non-specific, cautionary, predictive or forward-looking in nature), but in each case only to the extent that the relevance of such disclosure to the relevant subject matter is readily apparent.

     “ Purchase Price ” has the meaning set forth in Section 2.2 .

     “ Rabbi Trusts ” has the meaning set forth in Section 5.8(c) .

     “ Regulatory Agencies ” has the meaning set forth in Section 3.5(a) .

     “ Regulatory Approvals ” has the meaning set forth in Section 3.4 .

     “ Regulatory Laws ” has the meaning set forth in Section 5.7(h) .

     “ Rehabilitation Court ” shall mean the District Court of Lancaster County, Nebraska, and any comparable California or New Jersey court, in any rehabilitation proceedings involving the Companies or, if applicable, CNJ.

     “ Reinsurance Contract ” has the meaning set forth in Section 3.19(f) .

     “ Representative ” means any Person’s Affiliates, directors, officers, employees, agents, advisors, attorneys, accountants, consultants and representatives of such Person’s agents and advisors.

     “ Review Period ” has the meaning set forth in Section 2.8 .

     “ SAP ” has the meaning set forth in Section 3.6(a) .

     “ SEC ” means the Securities and Exchange Commission.

     “ Section 338(h)(10) Election ” has the meaning set forth in Section 8.8 .

     “ Securities Act ” has the meaning set forth in Section 3.2(a) .

     “ Seller ” has the meaning set forth in the recitals.

     “ Seller Ancillary Documents ” means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

     “ Seller SEC Reports ” has the meaning set forth in Section 3.5(c) .

     “ Seller Trademarks ” has the meaning set forth in Section 5.9(b) .

     “ Shares ” has the meaning set forth in the recitals.

     “ Southland Assets ” has the meaning set forth in Section 5.10(a) .

     “ Statutory Statements ” has the meaning set forth in Section 3.6(a) .

     “ Straddle Period ” has the meaning set forth in Section 8.2 .

     “ Subject Balance Sheet ” has the meaning set forth in Section 2.8 .

     “ Subsidiary ” of any Person means another Person more than 50% of the total combined voting power of all classes of capital stock or other voting interests of which, or more than 50% of the equity securities of which, is owned directly or indirectly by such first Person.

     “ Tax ” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by contract or otherwise.

     “ Tax Contest ” has the meaning set forth in Section 8.5 .

     “ Tax Return ” means any federal, state, local or foreign (including any other governmental subdivision or taxing authority) tax return, report or similar statement, and any declaration, statement, claim for refund, report, schedule, form, or information return, or any

amendment to any of the foregoing, relating to Taxes and all attachments thereto, as well as any records or documents that are required to be kept or maintained by applicable Law.

     “ Tax Sharing Agreements ” means any and all existing Tax sharing, allocation, indemnification, or similar agreements, provisions, or arrangements (whether or not written) between or among Seller or any of its respective Affiliates (other than any of the Companies or its Subsidiaries), on the one hand, and any Company or its Subsidiaries on the other hand.

     “ Termination Date ” has the meaning set forth in Section 7.1(a)(iii) .

     “ Third Party Claim ” has the meaning set forth in Section 9.6 .

     “ Third Party Consents ” has the meaning set forth in Section 5.7(h) .

     “ Trademarks ” has the meaning set forth in Section 3.17(a) .

     “ Transfer Taxes ” means any real property transfer or gains, real property excise, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the transactions contemplated by this Agreement.

     “ Transition Services Agreement ” means an agreement between Seller and Buyers in the form attached as Exhibit B .

     “ UCTIC ” has the meaning set forth in the preamble.

     “ UCTIC Common Stock ” has the meaning set forth in Section 3.2(a) .

     “ UCTIC Shares ” has the meaning set forth in the recitals.

     “ Voting Debt ” has the meaning set forth in Section 3.2(a) .

ARTICLE II
PURCHASE AND SALE

     Section 2.1 Purchase and Sale . On the Closing Date, subject to the terms and conditions of this Agreement, (i) Seller shall sell, transfer and deliver to CTIC, and CTIC shall purchase from Seller, the Commonwealth Shares, free and clear of all Liens, (ii) Seller shall sell, transfer and deliver to FNTIC and FNF, and FNTIC and FNF shall purchase from Seller, the LTIC Shares, free and clear of all Liens, and (iii) Seller shall cause its indirect subsidiary Nations Holding Group, a California corporation (“NHI”), to sell, transfer and deliver to FNTIC, and FNTIC shall purchase from NHI, the UCTIC Shares, free and clear of all Liens.

     Section 2.2 Purchase Price . The purchase price for the Commonwealth Shares (the “ Commonwealth Purchase Price ”) and the purchase price for the LTIC Shares (the “ LTIC Purchase Price ”), shall be payable in cash (consisting of the Buyer Cash Amount), the FNF

Shares and the FNF Note as set forth herein. The purchase price for the UCTIC Shares shall be equal to the Final UCTIC Net Worth, as determined and adjusted pursuant to Section 2.8 .

          Section 2.3 Closing . Unless this Agreement shall have been terminated pursuant to Article VII and subject to the satisfaction or waiver of each of the conditions set forth in Article VI , the closing of the sale and purchase of the Shares (the “ Closing ”) shall take place at 10:00 a.m., local time, on the second Business Day after the last to be fulfilled or waived of the conditions set forth in Article VI shall be fulfilled or waived in accordance with this Agreement (other than any such condition required to be performed at the Closing), at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, unless another date, time or place is agreed to in writing by the parties hereto. The actual date and time of the Closing are herein referred to as the “ Closing Date .”

          Section 2.4 Seller’s Closing Deliveries . (a) the Closing, Seller shall deliver or cause to be delivered:

     (x) to Buyers:

     (i) certificates representing the Shares (other than the 431,116 LTIC Shares to be delivered to FNF as set forth below), duly endorsed in blank or with stock powers duly endorsed in blank, in proper form for transfer, with all appropriate stock transfer tax stamps affixed;

     (ii) [omitted];

     (iii) the written resignations of those directors of the Companies and each of their Subsidiaries from their positions as directors of the Companies or such Subsidiaries as identified in writing by Buyers;

     (iv) a good standing certificate (or its equivalent) of each of the Companies and CNJ issued by the applicable secretary of state, in each case certified as of the Closing Date or a reasonably current date;

     (v) a receipt evidencing Seller’s receipt of the Commonwealth Purchase Price and the LTIC Purchase Price and NHI’s receipt of the Estimated UCTIC Net Worth, duly executed by Seller and NHI;

     (vi) the original stock transfer and corporate minute books (or their equivalent) of the Companies and of each of their Subsidiaries;

     (vii) a non-foreign person affidavit from Seller certifying that Seller is not a foreign person, in a form that satisfies the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder; and

     (viii) each of the Seller Ancillary Documents and Company Ancillary Documents, duly executed by Seller and the Companies; and

(y) to FNF 431,116 of the LTIC Shares, duly endorsed in blank or with stock powers duly endorsed in blank, in proper form for transfer, with all appropriate stock transfer tax stamps affixed.

          Section 2.5 Buyers’ Closing Deliveries . At the Closing, Buyers shall:

          (a) [omitted];

          (b) deliver the Buyer Cash Amount to Seller and the Estimated UCTIC Net Worth to NHI by wire transfer of immediately available funds to the accounts specified by Seller and NHI prior to the Closing;

          (c) deliver to Seller a certificate duly executed by an authorized officer of each Buyer, dated as of the Closing Date, certifying as to Buyers’ compliance with the conditions set forth in Section 6.3(b) ;

          (d) deliver to Seller a receipt evidencing CTIC’s receipt of the Commonwealth Shares, FNTIC’s and FNF’s receipt of the LTIC Shares and FNTIC’s receipt of the UCTIC Shares; and

          (e) deliver to Seller each of the Buyer Ancillary Documents, duly executed by each Buyer.

          Section 2.6 FNF’s Closing Delivery . At the Closing, at the direction of Buyers FNF shall (i) deliver to Seller the FNF Note, duly executed by an authorized officer of FNF, in exchange for 431,116 LTIC Shares to be sold to FNF (which the parties agree is the portion of the Shares related to the FNF Note), and (ii) issue to Seller the FNF Shares, which shall be validly issued, fully paid and non-assessable. Further, FNF agrees that the provisions of Schedule A hereto shall be binding on it and shall apply to the FNF Shares after the Closing. Immediately following the Closing, FNF shall cause the 431,116 LTIC Shares to be purchased by it to be contributed to FNTIC.

          Section 2.7 Exclusion of UCTIC . (a) Notwithstanding any contrary provision of this Agreement, in the event that all conditions set forth in Article VI hereof shall have been fulfilled or waived (other than any such condition to be performed at the Closing), other than the CA Approval or the Final Approval Order, if any, as it relates to UCTIC, or any other condition in Article VI shall not be satisfied solely as to UCTIC or the purchase and sale of the UCTIC Shares, then the parties shall close the purchase and sale of the Commonwealth Shares and the LTIC Shares at the Closing, as contemplated hereby, and shall defer the closing of the purchase and sale of the UCTIC Shares (the “ Deferred Closing ”) until such conditions are fulfilled or waived with respect to UCTIC and the purchase and sale of the UCTIC Shares.

          (b) In the event UCTIC is excluded from the Closing pursuant to Section 2.7(a) , the pre-Closing provisions of this Agreement shall remain effective with respect to UCTIC until the Deferred Closing occurs or this Agreement is terminated with respect to the purchase and sale of the UCTIC Shares. Unless this Agreement shall have been terminated pursuant to Article VII with respect to the purchase and sale of the UCTIC Shares ( provided , that for this purpose the reference to December 22, 2008, in Section 7.1(a)(iii) shall be deemed to

refer to that date that is 120 days from the date hereof), and subject to the satisfaction or waiver of each of the conditions in Sections 6.1 and 6.2 with respect to UCTIC and the purchase and sale of the UCTIC Shares ( provided , that notwithstanding the foregoing, the term Material Adverse Effect shall continue to be interpreted to apply to the Companies (including UCTIC) and their Subsidiaries, taken as a whole), the Deferred Closing shall take place at 10:00 a.m. local time, on the second Business Day after the last to be fulfilled or waived of the conditions set forth in Article VI with respect to UCTIC and the UCTIC Shares shall be fulfilled or waived in accordance with this Agreement (other than any such condition required to be performed at the Deferred Closing), at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, unless another date, time or place is agreed to in writing by the parties hereto. The actual date and time of the Deferred Closing are herein referred to as the “ Deferred Closing Date .” In such event, references in this Agreement to the “ Closing ” and the “ Closing Date ” shall with respect to UCTIC and the purchase and sale of the UCTIC Shares be deemed to refer to the Deferred Closing and the Deferred Closing Date, and references to the termination of this Agreement (including those in Article VII) shall refer to the termination hereof solely with respect to the purchase and sale of the UCTIC Shares. Further, in such event, during the period following the Closing and prior to the earlier to occur of the Deferred Closing and the termination of this Agreement with respect to the purchase and sale of the UCTIC Shares, all references to the “Companies” as used for purposes of the post-Closing rights and obligations of the parties (including for purposes of indemnification) shall be deemed to exclude UCTIC. In the event that this Agreement is terminated with respect to the purchase and sale of the UCTIC Shares after the Closing Date and prior to the Deferred Closing, then all references to UCTIC and the UCTIC Shares in this Agreement shall be deemed deleted and this Agreement shall be deemed to have never contemplated the sale of UCTIC to Buyers.

          Section 2.8 UCTIC Purchase Price . (a) Not less than one Business Day prior to the Closing Date in respect of UCTIC, Seller shall deliver or cause to be delivered to FNTIC Seller’s and NHI’s reasonable good faith estimate of the Net Worth of UCTIC as of 11:59 p.m. on the day prior to such Closing Date (the “ Estimated UCTIC Net Worth ”)

          (b) No later than 45 days after the Closing Date, FNTIC shall deliver to Seller the balance sheet of UCTIC prepared in accordance with the Accounting Principles (the “ Subject Balance Sheet ”), as of 11:59 p.m. on the night immediately prior to the Closing Date, and a written statement (the “ Adjustment Statement ”) setting forth in reasonable detail FNTIC’s computation of the amount of Net Worth of UCTIC as of such time based on the Subject Balance Sheet (the “ UCTIC Net Worth ”).

          (c) Seller shall have 30 days from the date on which the Adjustment Statement is delivered to it to review the computation of the UCTIC Net Worth set forth thereon (the “ Review Period ”). Seller and its Representatives shall be provided with full access to all documentation, records and other information of FNTIC and UCTIC reasonably related to such computations in connection with such review. If Seller disagrees in any respect with the computation of the UCTIC Net Worth shown or reflected in the Adjustment Statement, Seller may, on or prior to the last day of the Review Period, deliver a notice to FNTIC setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith (the “ Dispute Notice ”). The Dispute Notice shall set forth Seller’s position as to the correct UCTIC Net Worth. If no Dispute Notice is received by FNTIC with respect to the UCTIC Net

Worth on or prior to the last day of the Review Period, the computation of UCTIC Net Worth set forth in the Adjustment Statement shall be deemed accepted by Seller, whereupon such computation reflected on the Adjustment Statement shall be final and binding on the parties. For ten days after FNTIC receives a Dispute Notice, if any, FNTIC and Seller shall endeavor in good faith to resolve by mutual agreement all matters in the Dispute Notice. In the event that such parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such 10-day period, FNTIC or Seller may engage an accounting firm of national reputation or any other Person, in each case as mutually agreed by the parties hereto (the “ Independent Accounting Firm ”), as an expert and not as an arbitrator, to make a determination respecting the matters in dispute. Once engaged, FNTIC and Seller will direct the Independent Accounting Firm to render a determination within 30 days of its retention, and FNTIC, Seller and their respective employees and agents will cooperate with the Independent Accounting Firm during its engagement. FNTIC, on the one hand, and Seller, on the other hand, shall each submit a binder to the Independent Accounting Firm promptly (and in any event within 15 days after the Independent Accounting Firm’s engagement), which binder shall contain their respective computations of the UCTIC Net Worth, in each case, to the extent disputed in the Dispute Notice and information, arguments and support for their respective positions. The Independent Accounting Firm shall determine, based solely on such binders presented, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to FNTIC and Seller (the “ Adjustment Report ”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the computation of the UCTIC Net Worth set forth in the Adjustment Statement solely as to the disputed items and shall determine the appropriate final UCTIC Net Worth on that basis. The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Adjustment Statement and the UCTIC Net Worth, as the case may be, together with supporting calculations. In resolving any disputed item, the Independent Accounting Firm: (i) shall be bound to the terms of this Agreement, (ii) shall limit its review to matters specifically set forth in the Dispute Notice and (iii) shall not assign a value to any item higher than the highest value for such item claimed by either party or less than the lowest value for such item claimed by either party. All fees and expenses relating to the work of the Independent Accounting Firm shall be borne by FNTIC, on the one hand, and by Seller, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which allocation shall be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the merits of the matters submitted to it. The Adjustment Report, absent fraud, shall be final and binding upon FNTIC and Seller, shall be deemed a final arbitration award that is binding on each of FNTIC and Seller, and no party shall seek further recourse to courts, other tribunals or otherwise, other than to enforce the Adjustment Report. Judgment may be entered to enforce the Adjustment Report in any court having proper jurisdiction. The amount of the UCTIC Net Worth as finally determined pursuant to this Section is referred to herein as the “ Final UCTIC Net Worth ”.

          (d) If the Final UCTIC Net Worth is greater than the Estimated UCTIC Net Worth, FNTIC will within five Business Days after the determination thereof, pay to NHI the sum of (i) the amount of such excess and (ii) an amount of interest on such excess amount at a rate per annum of 6% from the Closing Date in respect of UCTIC to the date such amount is

paid. If the Final UCTIC Net Worth is less than the Estimated UCTIC Net Worth, Seller shall, within five Business Days after the determination thereof, cause NHI to pay to FNTIC the sum of (i) the amount of such shortfall and (ii) an amount of interest on such shortfall amount at a rate per annum of 6% from the Closing Date in respect of UCTIC to the date such amount is paid. Such payments will be made by wire transfer of immediately available funds. Alternatively, if an amount is due to FNTIC hereunder, at its option it may elect to permit such amount to be satisfied by a reduction in the principal amount of the FNF Note; any such reduction shall not reduce the rights of Buyers to be indemnified under Article 8 or 9 hereof.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

     Subject to and as qualified by items disclosed in the disclosure schedule (the “ Company Disclosure Schedule ”) delivered by Seller to Buyers prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III , or to one or more of Seller’s covenants contained herein, provided , however , that disclosure in any section of such schedule shall apply only to the indicated Section of this Agreement except, with respect to a section in Article III , to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of Article III of this Agreement, provided , further , that notwithstanding anything in this Agreement to the contrary, (x) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 10.1 and (y) the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect (as defined in Section 3.8(a) ) on the Companies), Seller hereby represents and warrants to Buyers, as of the date hereof and as of the Closing Date, as follows:

          Section 3.1 Corporate Organization . (a) Each of the Companies is an insurance company duly incorporated, validly existing and in good standing under the laws of the State of Nebraska or, in the case of UCTIC, California. Each of the Companies has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

          (b) True, complete and correct copies of the Amended and Restated Articles of Incorporation of each of the Companies (the “ Companies Articles ”), and the Amended and Restated Bylaws of each of the Companies (the “ Companies Bylaws ”), as in effect as of the date of this Agreement, have previously been made available to Buyers.

          (c) Each Subsidiary of any of the Companies (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the requisite corporate power and authority or other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

          (d) The minute books of each Company previously made available to Buyers contain true, complete and correct records of all meetings and other corporate actions held or taken since January 1, 2007 of its shareholders and Board of Directors and the audit committee of its Board of Directors.

          Section 3.2 Capitalization . (a) The authorized capital stock of Commonwealth consists of 1,000,000 shares of common stock, no par value (the “Commonwealth Common Stock”), of which 824,653 shares are issued and outstanding and constitute the Commonwealth Shares. The authorized capital stock of UCTIC consists of 10,000,000 shares of common stock, no par value (the “UCTIC Common Stock”), of which 20,000 shares are issued and outstanding and constitute the UCTIC Shares. The authorized capital stock of LTIC consists of 2,000,000 shares of common stock, no par value (the “ LTIC Common Stock ” and together with the UCTIC Common Stock and the Commonwealth Common Stock, the “ Companies Common Stock ”), of which 1,062,337 shares are issued and outstanding and constitute the LTIC Shares. All of the issued and outstanding shares of Companies Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Companies may vote (“ Voting Debt ”) are issued or outstanding. Except for this Agreement, the Companies and Seller do not have and are not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the sale, purchase or issuance of, or the payment of any amount based on, any shares of Companies Common Stock, Voting Debt or any other equity securities of any of the Companies or any securities representing the right to purchase or otherwise receive any shares of Companies Common Stock, Voting Debt or other equity securities of any of the Companies. Except for this Agreement, there are no contractual obligations of Seller, the Companies or any of their Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of the Companies or any equity security of the Companies or their Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of any of the Companies or their Subsidiaries, (ii) pursuant to which Seller, the Companies or any of their Subsidiaries is or could be required to register shares of such Company’s capital stock or other securities under the Securities Act of 1933, as amended (the “ Securities Act ”), or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Companies Common Stock, Voting Debt or other equity securities of the Companies. Seller is the record and beneficial owner of (i) 100% of the issued and outstanding Commonwealth Common Stock and (ii) 100% of the issued and outstanding LTIC Common Stock, in each case, free and clear of all Liens. NHI is the record and beneficial owner of 100% of the issued and outstanding UCTIC Common Stock, free and clear of all Liens. There are no restrictions upon the voting or transfer of any shares or other equity interests pursuant to

any of the Companies Articles or Companies Bylaws, any Law or any agreement to which Seller or any Company is a party. Assuming the relevant Buyer or FNF, as applicable, has the requisite power and authority to be the lawful owner of the relevant Shares, upon delivery of and payment for the Shares at the Closing as herein provided, good and valid title to the Commonwealth Shares will pass to CTIC, good and valid title to the LTIC Shares will pass to FNTIC and FNF, and good and valid title to the UCTIC Shares will pass to FNTIC, in each case, free and clear of all Liens, other than any Liens arising from acts of the relevant Buyer (or FNF, in the case of the LTIC Shares to be purchased by it).

          (b) Section 3.2(b) of the Company Disclosure Schedule is a complete and accurate list of all Subsidiaries of the Companies. Except for any director qualifying shares, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Companies are owned by the Companies, directly or indirectly, free and clear of any liens, pledges, charges, claims and security interests and similar encumbrances (“ Liens ”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of any Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

          Section 3.3 Authority; No Violation . (a) Seller has full corporate power and authority to execute and deliver this Agreement and the Seller Ancillary Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and adopted by the Board of Directors of each of Seller and NHI. No other corporate proceedings on the part of Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been, and the Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable, and receipt of the Chapter 11 Court Order (as hereinafter defined)) constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

          (b) The Companies each have full corporate power and authority to execute and deliver the Company Ancillary Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Company Ancillary Documents and the consummation of the transactions contemplated thereby have been duly, validly and unanimously approved and adopted by the Board of Directors of each of the Companies. No other corporate proceedings on the part of Seller or the Companies are necessary to approve the Company Ancillary Documents or to consummate the transactions contemplated thereby. The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by the Companies and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable) constitute the valid and binding obligations of the Companies, enforceable against the Companies in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium,

reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “ Bankruptcy and Equity Exception ”)).

          (c) Neither the execution and delivery of this Agreement or the Seller Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with any of the terms or provisions of this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of the articles of incorporation or bylaws of Seller or NHI, the Company Articles or Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any Law, judgment, order, injunction or decree applicable to Seller, NHI, the Companies, any of their Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller, NHI, the Companies or any of their Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, or other instrument or obligation to which Seller, NHI, any of the Companies or any of their Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound.

          Section 3.4 Consents and Approvals . Except for (a) filings of applications and notices, as applicable, with the state insurance authorities of the State of California, the State of New Jersey and (if necessary) the State of Nebraska, and approval of such applications and notices (the foregoing as it relates to the State of California, the “CA Approval”, and all the items in this Section 3.4(a) collectively, the “ Regulatory Approvals ”), (b) the Final Approval Order, (c) any notices or filings required under the HSR Act and (d) the Chapter 11 Court Order, no consents or approvals of or filings or registrations with any foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “ Governmental Entity ”) are necessary in connection with the consummation by Seller of the transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Seller of this Agreement.

          Section 3.5 Reports; Regulatory Matters . (a) Each of the Companies and their Subsidiaries have timely filed or furnished, as applicable, all reports, registrations, statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file or furnish, as applicable, since January 1, 2006 with (i) any state regulatory authority, (ii) the SEC, (iii) any foreign regulatory authority, and (iv) any self- regulatory authority, (collectively, “ Regulatory Agencies ”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed or furnished by

them since January 1, 2006, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except as set forth in Section 3.5 of the Company Disclosure Schedule, no Regulatory Agency or other Governmental Entity has initiated since January 1, 2006 or has pending any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. Since January 1, 2006, no Regulatory Agency or other Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of Seller, investigation into the business, disclosures or operations of any of the Companies or any of its Subsidiaries. There is no unresolved, or, to Seller’s knowledge, threatened criticism, comment, exception or stop order by any Regulatory Agency or other Governmental Entity with respect to any report or statement relating to any examinations or inspections of any of the Companies or any of its Subsidiaries. Since January 1, 2006, there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or other Governmental Entity with respect to the business, operations, policies or procedures of any of the Companies or any of its Subsidiaries (other than normal inquiries made by a Regulatory Agency or other Governmental Entity in the Companies’ ordinary course of business).

          (b) No Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2006 a recipient of any supervisory letter from, or since January 1, 2006 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts or affects in any material respect the conduct of its business (or to Seller’s knowledge that, upon consummation of the transactions contemplated hereby, would restrict in any material respect the conduct of the business of either Buyer or any of its Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated companies or their Subsidiaries (each item in this sentence, a “ Company Regulatory Agreement ”), nor has any of the Companies or any of their Subsidiaries been advised since January 1, 2006 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement.

          (c) Seller has previously made available to Buyers an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with the SEC by Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) since January 1, 2006 (the “ Seller SEC Reports ”) and prior to the date of this Agreement and (ii) communication mailed by Seller to its shareholders since January 1, 2006 and prior to the date of this Agreement. No such Seller SEC Report or communication, at the time filed or communicated (or, if amended prior to the date hereof, as of the date of such amendment), with respect to the Companies and their Subsidiaries only, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light

of the circumstances in which they were made, not misleading. To the knowledge of Seller, other than as set forth in Section 3.5 of the Company Disclosure Schedule, none of the Seller SEC Reports is the subject of any ongoing review or investigation by the SEC or any other Governmental Entity and there are no unresolved SEC comments with respect to any of such documents.

          Section 3.6 Financial Statements . (a) Each statement, together with all exhibits and schedules thereto, and all actuarial opinions, affirmations and certifications required in connection therewith, and all required supplemental materials, filed by each Company or any Insurance Subsidiary thereof with any Insurance Department since January 1, 2006 (the “ Statutory Statements ”) was prepared in conformity with the statutory accounting practices prescribed by the Insurance Department of the applicable state of domicile and applied on a consistent basis (“ SAP ”). Each such Statutory Statement presents fairly, in all material respects and in conformity with SAP, the statutory financial condition of such Company or of such Insurance Subsidiary on the respective date of the Statutory Statement and the results of operations, changes in capital and surplus and cash flow of such Company or such Insurance Subsidiary for each of the applicable reporting periods, and was correct and complete when filed. No deficiencies or violations have been asserted in writing (or, to the knowledge of Seller, orally) by any Insurance Department with respect to any such Statutory Statement which have not been cured or otherwise resolved to the satisfaction of such Insurance Department. Except as set forth in Section 3.6 of the Company Disclosure Schedule, there are no permitted practices utilized by the Companies or their Insurance Subsidiaries in the preparation of the Statutory Statements.

          (b) None of the Companies nor any of their Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent, or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of such Company included in its quarterly Statutory Statement for the fiscal quarter ended September 30, 2008 (including any notes thereto) filed with the Insurance Department of its applicable state of domicile and (ii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2008 or in connection with this Agreement and the transactions contemplated hereby.

          Section 3.7 Broker’s Fees . None of the Companies nor any of their Subsidiaries nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

          Section 3.8 Absence of Certain Changes or Events . (a) 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, no event or events have occurred or condition or conditions exist that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Companies. As used in this Agreement, the term “ Material Adverse Effect ” means, with respect to the Companies, a material adverse effect on (i) the financial condition, results of operations or business of the Companies and their Subsidiaries taken as a whole ( provided , however , that, a “Material Adverse Effect”

shall not be deemed to include effects to the extent resulting from (A) changes, after the date hereof, in statutory or regulatory accounting requirements applicable generally to companies in the industries in which the Companies and their Subsidiaries operate, (B) changes, after the date hereof, in laws, rules, regulations or the interpretation of laws, rules or regulations by Governmental Entities of general applicability to companies in the industries in which the Companies and their Subsidiaries operate, (C) actions or omissions taken with the prior written consent of the other party or expressly required by this Agreement, (D) changes after the date hereof in global, national or regional political conditions (including acts of terrorism or war) or changes in general business, economic or market conditions, including changes generally in prevailing interest rates, credit markets, securities markets, the availability of mortgage or other financing or commercial and residential real estate transaction volumes, (E) the execution of this Agreement or the public disclosure of this Agreement or the transactions contemplated hereby, except, with respect to clauses (A), (B) and (D), to the extent that the effects of such change are disproportionately adverse to the financial condition, results of operations or business of the Companies and their Subsidiaries, taken as a whole, as compared to other companies in the industry in which the Companies and their Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated by this Agreement; and the term “Material Adverse Effect” with respect to Buyers shall have a correlative meaning with respect to Buyers and their Subsidiaries, taken as a whole.

          (b) Since December 31, 2007 through and including the date of this Agreement, the Companies and their Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with their past practice.

          (c) Since December 31, 2007 through and including the date of this Agreement, none of the Companies nor any of their Subsidiaries has (i) changed any Tax or financial accounting methods, principles or practices of such Company or its Subsidiaries affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy, or (ii) except for distributions by wholly owned Subsidiaries of any Company to such Company or another wholly owned Subsidiary of such Company, made or declared any distribution in cash or kind to its shareholder or shareholders or repurchased any shares of its capital stock or other equity interests.

          Section 3.9 Legal Proceedings . (a) Other than as Publicly Disclosed, no Company nor any of its Subsidiaries is a party to any, and there are no pending or, to Seller’s knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions, suits or governmental or regulatory investigations of any nature against any Company or any of its Subsidiaries or to which any of their assets are subject, and no such proceedings, claims, actions, suits or investigations disclosed in the Company Disclosure Schedule could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect with respect to the Companies.

          (b) Other than as Publicly Disclosed, there is no judgment, settlement agreement, order, injunction, decree or regulatory restriction (other than those of general application that apply to similarly situated companies or their Subsidiaries) imposed upon any Company, any of its Subsidiaries or the assets of any Company or any of its Subsidiaries (or that,

upon consummation of the transactions contemplated hereby, would apply to either Buyer or any of its Subsidiaries).

          Section 3.10 Taxes and Tax Returns . (a) Each of the Companies and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), has paid all material Taxes shown thereon and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against under SAP.

          (b) The federal income Tax Returns of each of the Companies and its Subsidiaries, if any, have been examined by the Internal Revenue Service (the “ IRS ”) for all years to and including 2004, and any material liability with respect thereto has been satisfied or any material liability with respect to deficiencies asserted as a result of such examination is covered by reserves that are adequate under SAP. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon any of the Companies or any of their Subsidiaries for which such Companies do not have reserves that are adequate under SAP.

          (c) None of the Companies nor any of their Subsidiaries is a party to or is bound by any material Tax sharing agreement or arrangement (other than such an agreement or arrangement exclusively between or among each of the Companies and their Subsidiaries).

          (d) Within the past two years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code none of the Companies nor any of their Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355 of the Code.

          (e) Each of the Companies and its Subsidiaries has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld from employee and independent contractor salaries, wages, other compensation, and other amounts, and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over under all applicable Laws.

          (f) As of the date hereof, with respect to each of the Companies and its Subsidiaries, no claim has been made by a taxing authority in a jurisdiction where any of the Companies or their Subsidiaries does not file a type of Tax Return such that it is or may be subject to that type of Tax in that jurisdiction.

          (g) As of the date hereof, none of the Companies nor any of their Subsidiaries has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course).

          (h) None of the Companies nor any of their Subsidiaries nor any other person on any of their behalf has: (i) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law by reason of a change in accounting

method initiated by any of the Companies or their Subsidiaries or has any knowledge that the IRS or any other taxing authority has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of any of the Companies or their Subsidiaries; or (ii) executed or entered into a closing agreement pursuant to section 7121 of the Code or any predecessor provision thereof or any similar provision of Law in respect of any of the Companies or any of their Subsidiaries.

          (i) There are no Liens for Taxes, other than Permitted Liens, on the assets of the Companies or any of their Subsidiaries.

          (j) No powers of attorney that are currently in force with respect to any matter relating to Taxes will continue in effect after the Closing Date.

          (k) None of the Companies nor any of their Subsidiaries has engaged in a transaction that is reportable within the meaning of Section 6011 of the Code.

          (l) Since January 1, 2004, each of the Companies and its Insurance Subsidiaries has qualified as an insurance company within the meaning of Section 831 of the Code.

          (m) Seller has delivered or made available to Buyers: true and complete copies of (i) all federal, state, local, and foreign income and franchise Tax Returns of each of the Companies and each of its Subsidiaries (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Returns relating to each of the Companies and its Subsidiaries) relating to the taxable periods ending on or after December 31, 2005, and (ii) any audit report issued within the last three years relating to Taxes due from or in respect of any of the Companies or any of its Subsidiaries.

          (n) There are no outstanding rulings or requests for rulings with any Governmental Entity addressed, directly or indirectly, to any of the Companies or any of their Subsidiaries that are, or if issued, would be binding on any of the Companies or any of their Subsidiaries for any Post-Closing Period.

          (o) None of the Companies nor any of their Subsidiaries has an “excess loss account” (as defined in Treasury Regulation Section 1.1502-19) with respect to the stock of any of their Subsidiaries, and neither of the Companies nor any of their Subsidiaries will recognize any deferred income under federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws), including, but not limited to the deferred intercompany transaction provisions of such federal consolidated return regulations (or similar provisions of state, local or foreign Tax Laws).

          Section 3.11 Employee Matters . (a) Section 3.11 of the Company Disclosure Schedule sets forth a true, complete and correct list of each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA, and each material employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity-based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan,

program, agreement or commitment, whether written or unwritten, for the benefit of any employee, former employee, director or former director of any Company or any of its Subsidiaries entered into, maintained or contributed to by any Company or any of its Subsidiaries or to which any Company or any of its Subsidiaries is obligated to contribute, or with respect to which any Company or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or otherwise providing benefits to any current, former or future employee, officer or director of any Company or any of its Subsidiaries or to any beneficiary or dependent thereof (such plans, programs, agreements and commitments, herein referred to as the “ Company Benefit Plans ”). Section 3.11 of the Company Disclosure Schedule identifies each Company Benefit Plan that Buyers shall assume pursuant to Section 5.8(f) of this Agreement (including the LFG Deferred Compensation Plans) or the Companies or their respective Subsidiaries shall continue to maintain or sponsor (collectively, the “ Assumed Plans ”).

          (b) (i) Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with applicable law, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service, or has pending an application for such determination from the Internal Revenue Service with respect to those provisions for which the remedial amendment period under Section 401(b) of the Code has not expired, and, to the knowledge of Seller, there is not any reason why any such determination letter should be revoked; (iii) with respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (A) as of the last day of the most recent plan year ended prior to the date hereof, as of the date hereof and as of the Closing Date, the actuarially determined present value of all “benefit liabilities” within the meaning of Section 4001(a)(16) of ERISA did and does not exceed the then current value of assets of such Company Benefit Plan and (B) the amount of such liabilities as of the last day of the most recent plan year ended prior to the date hereof was properly reflected on the financial statements of Seller or its applicable Subsidiary previously filed with the SEC; (iv) no Company Benefit Plan provides material benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of any Company or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law or (B) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA); (v) no Controlled Group Liability has been incurred by any Company, any of its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that presents a risk to the Companies, their Subsidiaries or any of their respective ERISA Affiliates of incurring any such liability; (vi) neither the Companies nor any of their Subsidiaries contributes on behalf of employees of the Companies or any of their Subsidiaries to a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (vii) all material contributions or other material amounts payable by the Companies or any of their Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with generally accepted accounting principles; (viii) neither the Companies nor any of their Subsidiaries has engaged in a transaction in connection with which the Companies or any of their Subsidiaries reasonably

could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code; and (ix) there is no pending, threatened or anticipated claim (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto which could reasonably be expected to result in any material liability of the Companies or any of their Subsidiaries and, to the knowledge of Seller, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a claim. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in compliance in all material respects with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code, and (B)(1) the proposed and final Treasury Regulations issued thereunder and (2) Internal Revenue Service Notice 2005-1, all subsequent Internal Revenue Service Notices and other interim guidance on Section 409A of the Code.

          (c) Neither the Companies nor any of their Subsidiaries will, on and after the Closing, have any liabilities or obligations for any Company Benefit Plan which is not an Assumed Plan or a LFG Deferred Compensation Plan. For the avoidance of doubt, the LandAmerica Financial Group, Inc. Cash Balance Plan is not an Assumed Plan.

          (d) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (i) result in any material payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Companies or any of their Subsidiaries or to such individuals in the aggregate, (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting, exercisability or funding of any such benefit or compensation, (iv) result in any material limitation on the right of the Companies or any of their Subsidiaries to amend, merge or terminate any Company Benefit Plan or related trust, or (v) be considered a change in control for any purpose under any Company Benefit Plan or related trust. No Company Benefit Plan provides for (A) the reimbursement of excise Taxes under Section 4999 of the Code or any income Taxes under the Code or (B) payments that would be non-deductible under Code Sections 162(m) or 280G.

          (e) No labor organization or group of employees of the Companies or any of their Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are no material organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other material labor disputes pending or threatened against or involving any of the Companies or any of their Subsidiaries. Each of the Companies and its Subsidiaries is in compliance in all material respects with all applicable laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health.

          (f) The Companies and their Subsidiaries do not maintain any material Company Benefit Plans (i) outside of the U.S. or (ii) for the benefit of any individual whose principal place of employment is outside of the U.S.

          (g) “ Controlled Group Liability ” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and section 4980B of the Code.

          (h) “ ERISA Affiliate ” means any entity if it would have ever been considered a single employer with the Companies under ERISA Section 4001(b) or part of the same “controlled group” as either Company for purposes of ERISA Section 302(d)(8)(C) or Code Sections 414(b) or (c) or a member of an affiliated service group for purposes of Code Section 414(m).

          Section 3.12 Compliance with Applicable Law . (a) The Companies and their respective Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and except as Publicly Disclosed have complied in all respects with and are not in default in any respect under any, Law applicable to the Companies or any of their Subsidiaries.

          (b) Each Company and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, or conservator in accordance with the terms of the governing documents and applicable Law. None of the Companies, any of their Subsidiaries, or any director, officer or employee of the Companies or of any of their Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

          Section 3.13 Certain Contracts . (a) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any