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                                                                EXHIBIT 10(xiii)

                            INVESTORS TITLE COMPANY

                 2001 STOCK OPTION AND RESTRICTED STOCK  PLAN

                                   ARTICLE I
                                   ---------
                              GENERAL PROVISIONS
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          Section 1.1  Purpose.  This 2001 Stock Option and Restricted Stock
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Plan (the "Plan") of Investor's Title Company and its subsidiaries (the
"Company") is intended to induce those persons who are in a position to
contribute materially to the success of the Company to remain with the Company,
to offer them rewards in recognition of their contributions to the Company and
to offer them incentives to continue to promote the Company's best interests.

          Section 1.2  Elements of the Plan.  The Plan provides for the grant of
                       --------------------
stock options pursuant to ARTICLE II of the Plan ("Options") and restricted
stock awards pursuant to ARTICLE III of the Plan ("Restricted Stock Awards").
Each Option granted pursuant to the Plan shall be designated as provided in
ARTICLE II as either an Incentive Stock Option or a Nonqualified Stock Option.
Incentive Stock Options granted under the Plan are intended to qualify as such
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and shall be construed and interpreted to comply with the requirements of that
section and any regulations promulgated thereunder.

          Section 1.3  Administration.  The Plan shall be administered by an
                       --------------
option committee (the "Committee") appointed by the Board of Directors of the
Company (the "Board"). The Committee shall be comprised of not less than two
members, all of whom must be persons who are both "Non-Employee Directors"
within the meaning of Rule 16b-3 as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and "outside directors"
within the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder. The Board from time to time may appoint members of the Committee in
substitution for or in addition to members previously appointed, and may fill
vacancies in the Committee, however caused. Any action by the Committee shall be
taken by majority vote at a meeting thereof called in accordance with procedures
adopted thereby, or by unanimous written consent of the Committee.

          Section 1.4  Authority of Committee.
                       ----------------------

          (a)  Subject to the other provisions of this Plan, the Committee shall
     have sole authority in its absolute discretion:  to grant Options and
     Restricted Stock Awards under the Plan; to determine the officers,
     employees and directors to whom Options and/or Restricted Stock Awards
     shall be granted under the Plan; to determine the number of

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     shares subject to any Option or Restricted Stock Award under the Plan; to
     fix the option price and the duration of each Option; to establish
     corporate or individual performance or other vesting standards for Options
     or Restricted Stock Awards; to establish any other terms and conditions of
     Options and Restricted Stock Awards; and to accelerate the time at which
     any outstanding Option may be exercised or the time when restrictions and
     conditions on Restricted Stock Awards will lapse. The Board may also grant
     Options and/or Restricted Stock Awards from time to time to consultants who
     are not employees of the Company. No member of the Board or of the
     Committee shall be liable for any action or determination made in good
     faith with respect to the Plan or any Option or Restricted Stock Award
     granted thereunder. In addition, directors or former directors of the
     Company, including members or former members of the Committee, shall be
     entitled to indemnification by the Company to the extent permitted by
     applicable law and by the Company's Articles of Incorporation or Bylaws
     with respect to any liability or expense arising out of such person's
     participation in the administration of this Plan.

          (b)  Subject to the other provisions of this Plan, and with a view to
     effecting its purpose, the Committee shall have sole authority in its
     absolute discretion: to construe and interpret the Plan; to prescribe,
     amend, and rescind rules and regulations relating to the Plan; to make any
     other determinations relating to the Plan; and to do everything necessary
     or advisable to administer the Plan.

          (c)  All decisions, determinations, and interpretations made by the
     Committee shall be binding and conclusive on all optionees and holders of
     restricted stock and on their legal representatives, heirs and
     beneficiaries.

          Section 1.5  Shares Subject to the Plan: Reservation of Shares.  The
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maximum aggregate number of shares of common stock of the Company available
pursuant to the Plan for the grant of Options and for Restricted Stock Awards,
subject to adjustments as provided in Section 1.7, shall be 250,000 shares of
the Company's common stock, no par value (the "Common Stock").  The aggregate
number of shares of Common Stock with respect to which Options and Restricted
Stock Awards under the Plan may be granted to any individual (including Options
and Restricted Stock Awards that are subsequently cancelled) shall not exceed an
aggregate of 50,000 shares of Common Stock.  If any Option granted pursuant to
the Plan expires or terminates for any reason before it has been exercised in
full, the unpurchased shares subject to that Option shall again be available for
the purposes of the Plan.  If any shares issued pursuant to a Restricted Stock
Award are forfeited, they shall again be available for the purposes of the Plan.
The Company shall at all times reserve and keep available such number of shares
of its Common Stock as shall be sufficient to satisfy the requirements of the
Plan.

          Section 1.6  Eligibility.  Options and Restricted Stock Awards may be
                       -----------
granted under the Plan to such key employees (including statutory employees
within the meaning of Section 3121(d) of the Code), officers, directors or
consultants of the Company or a subsidiary of the Company, whether or not
employees, as the Committee shall select from time to time in its discretion.
Incentive Stock Options, however, may be granted under the Plan only to key
employees of the Company or a subsidiary of the Company who qualify for the
grant of an Incentive Stock Option under Section 422 of the Code.

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          Section 1.7  Adjustments.  If the shares of Common Stock of the
                       -----------
Company are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split in which
the Company is the surviving entity, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares as to which Options and
Restricted Stock Awards may be granted under this Plan.  A corresponding
adjustment changing the number or kind of shares allocated to unexercised
Options or unvested Restricted Stock Awards that shall have been granted prior
to any such change shall likewise be made.  Any such adjustment in outstanding
Options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of any such Option, but with a corresponding
adjustment in the price for each share covered by the Option, and shall be made
in a manner as not to constitute a modification, within the meaning of Section
424(h) of the Code, of outstanding Incentive Stock Options.  In making any
adjustment pursuant to this Section 1.7, any fractional shares shall be
disregarded.

     In the event of a change in the Common Stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be
Common Stock within the meaning of the Plan.

     The grant of an Option or a Restricted Stock Award under the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure.

ARTICLE II
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STOCK OPTIONS
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          Section 2.1  Grant.  The Committee may cause the Company to grant
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Stock Options for the purchase of shares of Common Stock to eligible
participants under the Plan in such amounts as the Committee, in its sole
discretion shall determine.  Options granted pursuant to the Plan that are
intended to qualify as "incentive stock options" under Section 422 of the Code
shall be designated as such at the time of their grant and are referred to
herein as Incentive Stock Options.  Options not intended to qualify as Incentive
Stock Options are referred to herein as Nonqualified Stock Options and shall be
designated as such in the applicable option agreement.

          Section 2.2  Terms and Conditions of Options.  Options granted under
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the Plan shall be evidenced by written agreements ("option agreements") in such
form as the Committee may from time to time approve.  The terms and conditions
of Options granted under the Plan, including the satisfaction of corporate or
individual performance or other vesting standards, may differ one from another
as the Committee shall in its discretion determine, as long as all Options
granted under the Plan satisfy the terms and conditions applicable to Options
set forth in this Plan.

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          (a)  Number of Shares; Designation.  Each Option shall state the
               -----------------------------
     number of shares of Common Stock to which it pertains and that it is either
     an Incentive Stock Option or a Nonqualified Stock Option.

          (b)  Option Price.  Each Option shall state the option price, which
               ------------
     shall not be less than the fair market value (as hereinafter defined) per
     share of the Common Stock at the time the option is granted (except that
     for Incentive Stock Options granted to any employee who owns more than 10%
     of the combined voting power of all classes of stock of the Company, the
     option price shall not be less than 110% of fair market value). For the
     purpose of the Plan, the "fair market value" per share of Common Stock on
     any date of reference shall be the Closing Price of the Common Stock
     referred to in clauses (i), (ii) or (iii) below, whichever appropriate, on
     the business day immediately preceding such date.  For this purpose, the
     Closing Price of the Common Stock on any business day shall be: (i) if the
     Common Stock is listed or admitted for trading on any United States
     national securities exchange, or if actual transactions are otherwise
     reported on the National Market System of the National Association of
     Securities Dealers Automated Quotation System ("NASDAQ") or other
     consolidated transaction reporting system, the last reported sale price of
     Common Stock on such exchange or reporting system on which the Common Stock
     is principally traded, as reported in any newspaper of general circulation;
     (ii) if clause (i) is not applicable and the Common Stock is otherwise
     quoted on NASDAQ, or any similar system of automated dissemination of
     quotations of securities prices in common use, the mean between the closing
     high bid and low asked quotations for the Common Stock on such system for
     such day; or (iii) if neither clause (i) nor (ii) is applicable, the mean
     between the high bid and low asked quotations for the Common Stock as
     reported by the National Quotation Bureau, Incorporated if at least two
     securities dealers have inserted both bid and asked quotations for Common
     Stock on at least five of the preceding ten days.  If neither clause (i)
     nor clauses (ii) or (iii) are applicable, "fair market value" per share of
     Common Stock shall be such value as shall be determined by the Committee in
     its sole discretion, unless the Committee shall identify a different method
     for determining fair market value in a fair and uniform manner.

          (c)  Exercise of Options.  Each Option shall be exercisable in one or
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     more installments during its term, as provided in the applicable Option
     agreement, and the right to exercise may be cumulative.  No Option may be
     exercised for a fraction of a share of Common Stock.  Unless otherwise
     provided by the applicable Option agreement, the purchase price of any
     shares purchased shall be paid in full in cash or by cashier's check
     payable to the order of the Company, by surrender of shares of Common Stock
     held by the grantee for more than six months and having a value at the
     exercise date equal to the exercise price, or through a cashless exercise
     through a broker-dealer registered with the Securities and Exchange
     Commission, or by a combination of any of the foregoing.  If any portion of
     the purchase price is paid in shares of Common Stock, those shares shall be
     valued at their fair market value as of the day of delivery, as determined
     in accordance with Section 2.2(b).  No optionee, or optionee's executor,
     administrator, legatee, or distributee, shall be deemed to be a holder of
     any shares subject to an Option unless and until a stock certificate or
     certificates for such are issued to such person(s) under the terms of the
     Plan.  No adjustment shall be made for dividends (ordinary or
     extraordinary, whether in cash, securities or other property) or
     distributions or other rights for which the

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     record date is prior to the date such stock certificate is issued, except
     as provided in Section 1.7. The exercise of Options under the Plan shall be
     subject to the withholding requirements as set forth in Section 4.2.

          (d)  Written Notice Required.  An Option granted pursuant to the terms
               ------------------------
     of this Plan shall be exercised when written notice of that exercise,
     stating the number of shares with respect to which the Option is being
     exercised, has been given to the Company at its principal office, from the
     person entitled to exercise the Option and full payment for the shares with
     respect to which the Option is exercised has been received by the Company.

          (e)  Options Not Transferable.  Options granted pursuant to this Plan
               ------------------------
     may not be sold, pledged, assigned or transferred in any manner other than
     by will or the laws of descent or distribution and may be exercised during
     the lifetime of an optionee only by that optionee.

          (f)  Duration of Options.  Each Option and all rights thereunder
               -------------------
     granted pursuant to the terms of this Plan shall expire on the date
     specified in the applicable option agreement, but in no event shall any
     Option expire later than ten (10) years from the date on which the Option
     is granted; provided, however, that any Incentive Stock Option granted to
     an employee who owns more than 10% of the combined voting power of all
     classes of stock of the Company may not be exercisable after the date five
     (5) years from the date the Option is granted.  In addition, each Option
     shall be subject to early termination as provided in this Plan or the
     applicable option agreement.

          (g)  Termination of Employment, Disability or Death.
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               (i)   If an optionee ceases to be employed by the Company, or any
          subsidiary corporation, for any reason other than death or disability,
          any Option granted to such optionee that is unexercised or still
          subject to any restrictions or conditions shall be terminated and
          forfeited, unless otherwise provided in the applicable option
          agreement.

               (ii)  If an optionee becomes disabled within the meaning of
          Section 22(e)(3) of the Code while employed by the Company, or any
          subsidiary corporation, any Option may be exercised at any time within
          three months after the date of termination of employment due to
          disability, unless a longer or shorter period is provided in the
          applicable option agreement.

               (iii) If an optionee dies while employed by the Company, or any
          subsidiary corporation, any Option shall expire one year after the
          date of death, unless a longer or shorter period of exercise is
          provided in the applicable option agreement.  During this period, the
          Option may be exercised, except as otherwise provided in the
          applicable option agreement, by the person or persons to whom the
          optionee's rights under the Option shall pass by will or by the laws
          of descent and distribution, but in no event may the Option be
          exercisable more than ten years from the date of grant.

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               (iv) Unless otherwise provided in the applicable option
          agreement, any Option that may be exercised for a period following
          termination of the optionee's employment may be exercised only to the
          extent it was exercisable immediately before such termination and in
          no event after the Option would expire by its terms without regard to
          such termination.

               (v)  If a nonemployee director ceases to serve the Company in
          that capacity, the optionee's rights upon such termination shall be
          governed in the manner of a optionee's rights upon termination of
          employment as set forth above.

          (h)  Reorganizations.  If the Company shall be a party to any merger
               ---------------
     or consolidation in which it is not the surviving entity or pursuant to
     which the shareholders of the Company exchange their Common Stock for other
     securities or for cash in any acquisition transaction, or if the Company
     shall dissolve or liquidate or sell all or substantially all of its assets,
     or upon consummation of a tender offer approved by the Board, all Options
     outstanding under this Plan, unless otherwise provided in the applicable
     option agreement, shall terminate on the effective date of such merger,
     consolidation, dissolution, liquidation, sale or tender offer; provided,
     however, that prior to such effective date, the Committee may, in its
     discretion, either (i) make any or all outstanding Options immediately
     exercisable, (ii) authorize a payment to any optionee that approximates the
     economic benefit that he would realize if his option were exercised
     immediately before such effective date, (iii) authorize a payment in such
     other amount as it deems appropriate to compensate any optionee for the
     termination of his Option, or (iv) arrange for the granting of a substitute
     Option to any optionee.

          Section 2.3  Maximum Amount of Incentive Stock Options.  The maximum
                       -----------------------------------------
aggregate fair market value of Common Stock, determined as of the time the
Incentive Stock Option is granted, with respect to which Incentive Stock Options
are exercisable by an optionee for the first time during any calendar year,
under this Plan and all other incentive stock option plans of the Company and
any parent, subsidiary, and predecessor corporations, shall not exceed $100,000.
Any Option in excess of the foregoing limitation shall be deemed a Nonqualified
Stock Option to the extent of such excess.


ARTICLE III
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RESTRICTED STOCK AWARDS
-----------------------

          Section 3.1  Grant of Restricted Shares.  The Committee may cause
                       --------------------------
the Company to grant Restricted Stock Awards to eligible participants under the
Plan in such amounts as the Committee, in its sole discretion, shall determine.
Restricted Stock Awards may be issued either alone or in addition to Options
granted under the Plan.

          Section 3.2  Agreement.  Each Restricted Stock Award shall be
                       ---------
evidenced by a written agreement in such form and containing such provisions not
inconsistent with the Plan as the Committee may from time to time approve.  Each
Restricted Stock Award shall be effective as of the date so stated in the
resolution of the Committee making the award.

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          Section 3.3  Restrictions and Conditions.  Shares of Common Stock
                       ---------------------------
awarded under this ARTICLE III shall be subject to such restrictions and
conditions, if any, as may be imposed by the Committee at the time of making the
award.  Such restrictions and conditions may include, without limitation, the
satisfaction of specified performance criteria by the Company or by the grantee
of the Restricted Stock Award, or other vesting standards; provided, however,
that no award shall require any payment of cash consideration by the grantee.
Restrictions and conditions imposed on shares of Common Stock awarded under this
ARTICLE III may differ from one award to another as the Committee shall, in its
discretion, determine.  Any restrictions and conditions shall lapse, in whole or
in part, as provided in the agreement evidencing the Restricted Stock Award, but
must lapse, if at all, not later than ten (10) years from the date of the award.

     Shares with respect to which no restrictions or conditions are imposed and
shares with respect to which the restrictions and conditions imposed thereon
have lapsed are hereinafter referred to as "Unrestricted Shares."  Shares with
respect to which the restrictions and conditions imposed thereon have not lapsed
are hereinafter referred to as "Restricted Shares."

          Section 3.4  Rights as a Shareholder.  A holder of Unrestricted Shares
                       -----------------------
shall have all of the rights of a shareholder of the Company with respect
thereto and shall be entitled to receive a stock certificate evidencing such
Unrestricted Shares.  Such certificate shall be issued without legend, except to
the extent that a legend may be necessary for compliance with applicable
securities laws.

     A holder of Restricted Shares shall be the record owner thereof and shall,
subject to the restrictions and conditions, have all of the rights of a
shareholder with respect thereto, including, but not limited to, the right to
receive all dividends paid on the Common Stock (ordinary or extraordinary,
whether in cash, securities or other property) and the right to vote the
Restricted Shares; provided, however, that each stock certificate evidencing
Restricted Shares shall bear a conspicuous legend stating that the shares
evidenced thereby are subject to restrictions as to transferability as provided
in Section 3.6 and to such other restrictions and conditions as have been
imposed by the Committee, and each such certificate shall be deposited by the
Holder with the Company or its designee together with a stock power endorsed in
blank.

          Section 3.5  Forfeiture.  Unless otherwise provided in the applicable
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Restricted Stock Award agreement, upon termination of the grantee's employment
with the Company or any of its subsidiaries for any reason whatsoever
(voluntarily or involuntarily, with or without cause), all Restricted Shares
then owned by him shall automatically and without any action on his part be
forfeited and transferred to the Company.

          Section 3.6  Transferability.  Restricted Shares held by a grantee
                       ---------------
shall not be subject to alienation, sale, transfer, assignment, pledge,
attachment or encumbrances of any kind, and any attempt to alienate, sell,
transfer, assign, pledge or otherwise encumber any Restricted Shares shall be
void.  In addition, the Company may impose such restrictions on the transfer of
Unrestricted Shares as it deems necessary or desirable to assure compliance with
all applicable federal and state securities laws.

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          Section 3.7  Adjustments.  If there is a change in the Common Stock of
                       -----------
the Company as described in Section 1.7 of this Plan, any stock or other
securities or other property issued with respect to Restricted Shares shall be
subject to the same restrictions and conditions as are applicable to such
Restricted Shares, and the certificates or other evidence of such stock,
securities or other property, together with an appropriate stock power or power
of attorney, shall be delivered to the Company or its designee and held until
such time as the restrictions and conditions applicable thereto lapse or until
the stock, securities or other property is forfeited in accordance with the
provisions of this ARTICLE III.

     If the Company shall be a party to any merger or consolidation in which it
is not the surviving company or pursuant to which the shareholders of the
Company exchange their Common Stock for other securities or for cash in any
acquisition transaction, if the Company shall dissolve or liquidate or sell all
or substantially all of its assets, or upon consummation of a tender offer
approved by the Board, the Committee may, in its discretion, cause all
Restricted Stock Awards that are still subject to any restrictions and
conditions to become immediately vested in full on the effective date of any
such transaction, unless otherwise provided in the applicable agreement
evidencing such Restricted Stock Award.

ARTICLE IV
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MISCELLANEOUS PROVISIONS
------------------------

          Section 4.1  Tax Reimbursement Payments or Loans.  In view of the
                       -----------------------------------
federal and state income tax savings expected to be realized by the Company upon
exercise of a Nonqualified Stock Option or the lapse of restrictions and
conditions imposed upon Restricted Shares, the Committee may, in its discretion,
provide that the Company will make a cash payment or a loan or a combination
thereof to the grantee of a Nonqualified Stock Option or the recipient of a
Restricted Stock Award (or his personal representatives or heirs) for the
purpose of assisting such optionee or grantee in the payment of personal income
taxes arising from such exercise or lapse of restrictions and conditions.  The
basis for determining the amount and conditions of such cash payment or loan or
combination thereof and the terms and conditions of any such loan shall be
specified in the agreement pursuant to which the grant or award is made or may
be subsequently determined by the Committee.  The Committee, in its discretion,
may from time to time forgive any such loan in whole or in part.

          Section 4.2  Tax Withholding. No optionee shall be entitled to
                       ---------------
issuance of a stock certificate representing shares purchased upon exercise of a
Nonqualified Stock Option, and no grantee of a Restricted Stock Award shall be
entitled to issuance of a stock certificate evidencing Unrestricted Shares,
until such optionee or grantee has paid, or made arrangements for payment, to
the Company of an amount equal to the income and other taxes that the Company is
required to withhold from such person as a result of his exercise of a
Nonqualified Stock Option or his receipt of Unrestricted Shares.  In addition,
such amounts as the Company is required to withhold by reason of any tax
reimbursement payments made pursuant to Section 4.1 may be deducted from such
payments.

          Section 4.3  Employment.  Nothing in the Plan or in any Option or
                       ----------
Restricted Stock Award shall confer upon any eligible employee any right to
continued employment by the

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Company or any subsidiary of the Company, or limit in any way the right of the
Company or any subsidiary of the Company at any time to terminate or alter the
terms of that employment.

          Section 4.4  Effective Date of Plan.  This Plan shall be effective
                       ----------------------
February 12, 2001, the date of adoption of the Plan by the Board of Directors of
the Company, subject to approval of the Plan by the shareholders of the Company
by the majority of the votes cast at a meeting at which a majority of the
Company's Common Stock is present either in person or by proxy held within 12
months of the date of adoption of the Plan by the Board.

          Section 4.5  Termination and Amendment of Plan.  The Plan may be
                       ---------------------------------
amended, revised or terminated at any time by the Board; provided, however, that
no amendment or revision shall, without the approval of the Company's
Shareholders, (a) increase the maximum aggregate number of shares subject to
this Plan, except as permitted under Section 1.7; (b) change the minimum
purchase price for shares subject to Options granted under the Plan; (c) extend
the maximum duration established under the Plan for any Option or for a
Restricted Stock Award; or (d) permit the granting of an Option or Restricted
Stock Award to anyone other than those individuals described in Section 1.6
hereof.  Unless sooner terminated, the Plan shall terminate on February 11,
2011.  No Option or Restricted Stock Award shall be granted under the Plan after
the Plan is terminated.

          Section 4.6  Prior Rights and Obligations.  No amendment, suspension,
                       ----------------------------
or termination of the Plan shall, without the consent of the person who has
received an Option or Restricted Stock Award, alter or impair any of that
person's rights or obligations under any Option or Restricted Stock Award
granted under the Plan prior to such amendment, suspension, or termination.

          Section 4.7  Securities Laws.  Shares of Common Stock issuable
                       ---------------
pursuant to this Plan may, at the option of the Company, be registered under
applicable federal and state securities laws, but the Company shall have no
obligation to undertake such registrations and may, in lieu thereof, issue
shares hereunder only pursuant to applicable exemptions from such registrations.
In the event that no such registrations are undertaken, the shares shall be
issued only to persons who qualify to receive such shares in accordance with the
exemption from registration on which the Company relies.  In connection with any
award of shares or the reissuance of certificates under the Plan, the Committee
may require appropriate representations from the recipient of such shares and
take such other action as the Committee may deem necessary, including but not
limited to placing restrictive legends on certificates evidencing such shares
and placing stop transfer instructions in the Company's stock transfer records,
or delivering such instructions to the Company's transfer agent, in order to
assure compliance with any such exemptions.  Notwithstanding any other provision
of the Plan, no shares will be issued pursuant to the Plan unless such shares
have been registered under all applicable federal and state securities laws or
unless, in the opinion of counsel satisfactory to the Company, exemptions from
such registrations are available.

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