EXHIBIT 10(xi)
                             INVESTORS TITLE COMPANY

                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


     THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made and entered
into as of __________,  199__, by and between  Investors Title Company,  a North
Carolina  corporation (the "Company") and ______________,  a key employee of the
Company (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  recognizes  the value to it of the  services of the
Optionee and desires to provide the Optionee  with an incentive to remain in the
employment  of the Company and an  opportunity  to purchase  common stock of the
Company, so that the Optionee may acquire or increase a proprietary  interest in
the Company's success, and

     WHEREAS,  the  Company  desires to grant the  Optionee an  incentive  stock
option under Article II of the Company's 1997 Stock Option and Restricted  Stock
Plan (the "Plan"), and the Optionee desires to accept such options in accordance
with the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, and intending to be legally bound hereby, the parties agree as
follows:

     1. Grant of Option.  Subject to the terms and  conditions of this Agreement
and the Plan, the Company hereby grants to the Optionee an option (the "Option")
to purchase all or any portion of _________________ (____) shares (the "Shares")
of the Company's  common stock,  no par value ("Common  Stock"),  at an exercise
price of ______ ($___) per Share (the "Exercise Price"). This Option is intended
to be an "Incentive  Stock Option" within the meaning  specified in the Plan and
as defined in Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code") and is hereby designated as such pursuant to Article II, Section 1(a) of
the Plan. The grant of the Option has been duly authorized by the Committee that
administers  the Plan, as  established  by the Board of Directors of the Company
pursuant to Article I, Section 3 of the Plan (the "Committee").

     2. Term of Option.  Subject to the further  restrictions  and provisions of
the  Plan  and  this   Agreement,   the  Option  shall  become   exercisable  in
installments,  with the Optionee  having the right to purchase  from the Company
the  following  number  of  Shares  subject  to this  Option,  on and  after the
following dates, in cumulative fashion:


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          [(a) At any time after ________, 199__ and prior to _________,  199__,
     up to _____ of the Shares subject to this Option;

          (b) At any time after  ________,  199__ and prior to ________,  199__,
     this  Option  shall  be  exercisable  in  full,  to the  extent  it has not
     previously been exercised.]

No  fractional  shares of Common Stock shall be issued upon any exercise of this
Option.  Notwithstanding  the provisions of paragraph 5 hereof,  this Option, or
any unexercised  portion  thereof,  shall expire and no longer be exercisable on
the date that is ten (10) years from the date hereof.

     3.  Transfer of Option.  The Option may not be sold,  pledged,  assigned or
transferred  in any  manner  other  than by will or by the  laws of  descent  or
distribution.

     4.  Adjustments.  If the shares of Common Stock 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,  the
aggregate  number of Shares  subject to the Option  and the  Exercise  Price per
Share subject to the Option shall be appropriately and proportionately  adjusted
in the  manner  provided  in the Plan,  provided,  however,  that the  aggregate
purchase price applicable to the unexercised  portion of the Option shall not be
affected by such adjustment.

     5. Termination of Option.  The Option hereby granted shall terminate and be
of no force or effect upon the  happening of the first to occur of the following
events:

          (a) except as provided in subparagraphs 5(b) and 5(c) hereof, the date
     of termination [or a stated period of up to three months] of the Optionee's
     employment with the Company for any reason;

          (b)  expiration of [three months] after the date of termination of the
     Optionee's  employment with the Company because  Optionee  becomes disabled
     within the meaning of Section 22(e)(3) of the Code;

          (c)  expiration  of [one year] after the death of the  Optionee  while
     employed by the Company;

          (d)  occurrence  of any event  described  in  paragraph 10 hereof that
     causes a termination of the Option; or

          (e)  expiration  of the term of this Option as provided in paragraph 2
     above.


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     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.

     6. Method of  Exercise.  The Option shall be exercised by tender of payment
of the Exercise  Price and delivery to the Company at least three  business days
prior to the  proposed  date of  exercise at its  principal  office of a written
notice, which notice shall:

          (a) state the  election to exercise  the Option,  the number of Shares
     with respect to which the Option is being exercised, and the name, address,
     and  social  security  number  of  the  person  in  whose  name  the  stock
     certificate or certificates for such Shares is to be registered;

          (b) contain any such  representations  and agreements as to Optionee's
     investment  intent  with  respect  to such  Shares  as shall be  reasonably
     required by the Committee pursuant to paragraph 8; and

          (c) be signed by the person  entitled to exercise  the Option,  and if
     the  Option is being  exercised  by any  person or  persons  other than the
     Optionee,  be accompanied by proof,  satisfactory to the Committee,  of the
     right of such person or persons to exercise the Option.

     Payment  of the  Exercise  Price  may be made in  cash or by  certified  or
official bank check payable to the order of the Company. [Optional:  Payment may
also be made by  surrendering  shares  of Common  Stock  (including  any  Shares
received upon a prior or simultaneous exercise of the Option) at the fair market
value of such Common Stock, as determined pursuant to Section 1(b) of Article II
of the Plan, as of the date of surrender.  Payment may also be made by combining
cash, check or Common Stock.]

     After  receipt of such notice in a form  satisfactory  to the Committee and
the  acceptance  of  payment,  the  Company  shall  deliver  to the  Optionee  a
certificate  or  certificates   representing  the  Shares  purchased  hereunder,
provided,  that if any law or regulation requires the Company to take any action
with respect to the Shares specified in such notice before the issuance thereof,
the date of delivery of such Shares shall be extended  for the period  necessary
to take such action.

     7.  Rights of a  Shareholder.  The  Optionee  shall  not be deemed  for any
purpose to be a shareholder of the Company with respect to any shares covered by
this Option unless this Option shall have been  exercised and the Exercise Price
paid in the manner provided herein.  No adjustment will be made for dividends or
other rights where the record date is prior to


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the date of  exercise  and  payment.  Upon the  exercise  of the  Option and the
issuance of the  certificate  or  certificates  evidencing  the shares of Common
Stock received, except as otherwise provided herein, the Optionee shall have all
the rights of a shareholder  of the Company  including the rights to receive all
dividends or other distributions paid or made with respect to such shares.

     8.  Compliance  with  Securities  Laws.  The Optionee  recognizes  that any
registration  of the shares of Common  Stock  issuable  pursuant  to this Option
under  applicable  federal and state  securities laws, or actions to qualify for
applicable  exemptions  from such  registrations,  shall be at the option of the
Company. The Optionee acknowledges that, in the event that no such registrations
are undertaken and the Company relies on exemptions from such registrations, the
shares shall be issued only if the Optionee  qualifies to receive such shares in
accordance with the exemptions from registration on which the Company relies and
that, in connection  with any issuance of  certificates  evidencing such shares,
the Board of Directors may require appropriate representations from the Optionee
and take  such  other  action  as the  Board of  Directors  may deem  necessary,
including but not limited to placing  restrictive  legends on such  certificates
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 or this  Agreement (i) no shares will be issued upon any exercise of
the  Option  unless  and  until  such  shares  have  been  registered  under all
applicable  federal  and state  securities  laws or  unless,  in the  opinion of
counsel  satisfactory  to the  Company,  all  actions  necessary  to qualify for
exemptions  from such  registrations  shall have been taken and (ii) the Company
shall  have no  obligation  to  undertake  such  registrations  or such  actions
necessary  to  qualify  for  exemptions  from  registrations  and shall  have no
liability whatsoever for not doing so except to refund any option price tendered
to the Company.

     9.  Rule  144.  The  Optionee   acknowledges  that,   notwithstanding   the
registration  of the  Option and the shares of Common  Stock  issuable  upon its
exercise under the  Securities  Act of 1933 or under the securities  laws of any
state,  if,  at the  time of  exercise  of the  Option,  he is  deemed  to be an
"affiliate" of the Company as defined in Rule 144 of the Securities and Exchange
Commission, any shares purchased thereunder will nevertheless be subject to sale
only in compliance with Rule 144 (but without any holding period),  and that the
Company shall take such action as it deems  necessary or  appropriate  to assure
such  compliance,   including  placing   restrictive   legends  on  certificates
evidencing  such  shares  and  delivering  stop  transfer  instructions  to  the
Company's transfer agent.

     10.  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, or if the Company shall
dissolve or liquidate or sell all or substantially all of its assets, the Option
granted  hereunder  shall  terminate  on the  effective  date  of  such  merger,
consolidation, dissolution, liquidation or sale; provided,


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however,  that  prior  to  such  effective  date,  the  Committee  may,  in  its
discretion,  cause the Option to become immediately exercisable, and may, to the
extent the Option is  terminated as provided in this  paragraph 10,  authorize a
payment to the Optionee  that  approximates  the economic  benefit that he would
realize if the Option were exercised  immediately before such effective date, or
authorize a payment in such other amount as it deems  appropriate  to compensate
the Optionee for the  termination of the unexercised  portion of the Option,  or
arrange for the granting of a substitute option to the Optionee.

     This  Agreement  shall  not  affect  in any way the  right  or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes of
its capital or business structure,  or to merge or consolidate,  or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

     11. No Right to Continued  Employment.  This Agreement does not confer upon
the  Optionee  any right to continued  employment  by the Company,  nor shall it
interfere  in any way with the right of the  Company to  terminate  or alter the
terms of that employment.

     12. Construction.  This Agreement shall be construed so as to be consistent
with the Plan and the  provisions of the Plan shall be deemed to be  controlling
in the event that any provision  hereof should be  inconsistent  therewith.  The
Optionee hereby acknowledges  receipt of a copy of the Plan from the Company and
agrees to be bound by all of the terms and provisions of the Plan.

     Whenever the word  "Optionee"  is used in any  provision of this  Agreement
under  circumstances  where the provision should logically be construed to apply
to (i) the estate, personal  representative,  or beneficiary to whom this Option
may be  transferred by will or by the laws of descent and  distribution  or (ii)
the guardian or legal  representative of the Optionee acting pursuant to a valid
power of attorney or the decree of a court of competent  jurisdiction,  then the
term   "Optionee"   shall  be  construed   to  include  such  estate,   personal
representative, beneficiary, guardian or legal representative.

     13.  Severability.  The provisions of this Agreement shall be severable and
the  invalidity  or  unenforceability  of any  provision  shall not  affect  the
validity or enforceability of the other provisions hereto.

     14.  Successor and Assigns.  The terms of this  Agreement  shall be binding
upon and shall enure to the benefit of any  successors or assigns of the Company
and of the Optionee.

     15. Notices.  Notices under this Agreement shall be in writing and shall be
deemed  to have  been  duly  given  (i) when  personally  delivered,  (ii)  when
forwarded  by Federal  Express,  Airborne,  or  another  private  carrier  which
maintains records showing delivery


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information,  (iii)  when sent via  facsimile  but only if a  written  facsimile
acknowledgment  of receipt is received by the sending party, or (iv) when placed
in the United States Mail and forwarded by registered or certified mail,  return
receipt requested,  postage prepaid,  addressed to the party to whom such notice
is being given or such other  address as  furnished  to the Company from time to
time for this purpose.

     16. Entire Agreement;  Modification. This Agreement is the entire agreement
and  understanding  of the  parties  hereto with  respect to the Option  granted
herein  and  supersedes  any and all  prior  and  contemporaneous  negotiations,
understandings  and  agreements  with  regard to the Option and the  matters set
forth herein, whether oral or written. No representation, inducement, agreement,
promise or understanding altering, modifying, taking from or adding to the terms
and  conditions  hereof  shall  have any force or effect  unless  the same is in
writing and validly executed by the parties hereto.

     17.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of North Carolina.

     IN WITNESS  WHEREOF,  the  Optionee  has executed  this  Agreement  and the
Company has caused this Agreement to be executed by its duly authorized officer,
effective as of the day and year first written above .


                                        INVESTORS TITLE COMPANY


                                        By:
                                             -----------------------------------
ATTEST:


-----------------------------------
     Secretary


(Corporate Seal)

                                             -----------------------------------
                                                  Optionee


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