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                                                                 EXHIBIT 10.1.1


                              AMENDED AND RESTATED

                    DIRECTORS' DISCOUNTED STOCK OPTION PLAN


1.       PURPOSE

         The purpose of this Directors' Discounted Stock Option Plan ("Plan")
of Cotton States Life Insurance Company, a Georgia corporation, is to permit
the granting of stock options to Directors of Cotton States Life Insurance
Company and its direct and indirect subsidiaries, who are not employees of any
such corporations ("Directors" or a "Director") at an exercise price less than
market value at the date of grant as an alternative to the payment of
Director's retainer fees in cash, thereby advancing the interest of Cotton
States Life Insurance Company by encouraging and enabling the acquisition of
its Common Stock by Directors, upon whose judgment and ability Cotton States
Life Insurance Company depends for its long term growth and development.
Accordingly, the Plan is intended to promote a close identity of interests
among Cotton States Life Insurance Company, the Directors, and its
shareholders, as well as to provide a means to attract and retain outstanding
management.


2.       EFFECTIVE DATE AND TERM OF PLAN

         The Plan shall become effective upon such date as it may be approved
by the shareholders of Cotton States Life Insurance Company and shall remain in
effect for ten years from the date on which it is so approved or until
termination by the Board of Directors of Cotton States Life Insurance Company
(the "Board"), whichever occurs first.


3.       STOCK SUBJECT TO THE PLAN

         There are authorized for issuance or delivery upon the exercise of
options to be granted from time to time under the Plan an aggregate of 150,000
shares of Cotton States Life Insurance Company Common Stock, $1.00 par value,
subject to adjustment as provided hereinafter in Section 6. Such shares may be,
as a whole or in part, authorized by unissued shares, whether now or
hereinafter authorized, or issued shares which have been reacquired by Cotton
States Life Insurance Company. If any option issued under this Plan shall
expire, terminate or be cancelled for any reason without having been exercised
in full, the shares which have not been purchased thereunder shall again become
available for the purposes of this Plan.

4.       PLAN ADMINISTRATION

         a.       The Plan shall be administered by the Compensation Committee
(the "Committee"), which shall consist of not less than three Directors
appointed by the Board.

         b.       Grants of stock options under the Plan and the amount and
nature of the awards shall be automatic in accordance with Section 5. However,
the Committee shall have full and final authority to interpret the Plan, adopt,
amend and rescind rules and regulations relating to the Plan, and make all
other determinations and take all other actions necessary and advisable for the
administration of the Plan.

         c.       Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be conclusive.
No member of the Committee shall be liable for any action taken or decision
made in good faith relating to this Plan or any grant hereunder.


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         d.       An Administrator of the Plan shall from time to time be
appointed by the Plan Committee. Such Administrator shall be responsible for the
general administration of the Plan under the policy guidance of the Committee.
The Administrator shall be in the employ of Cotton States Life Insurance
Company, and shall be compensated for services and expenses by Cotton States
Life Insurance Company according to its normal employment policies, without
special or additional compensation, other than reimbursement of expenses, for
his or her services as the Administrator.

5.       TERMS AND CONDITIONS: STOCK OPTION AWARDS

         Each option granted under the Plan shall be evidenced by a written
award document in such form, not inconsistent with this Plan, as the Plan
Committee shall approve from time to time, which document shall comply with and
be subject to the following terms and conditions:

         a.       OPTION GRANT DATES Options shall be granted automatically on
the date of the annual meeting of the Board of the Company and its direct and
indirect subsidiaries, effective as of January 1 of the immediately preceding
Plan Year, with such annual meeting being held following the annual meeting of
the Shareholders, to any Director who, prior to the date of such annual meeting
of the Board, has filed with the Company an irrevocable election to receive a
stock option in lieu of the Director's Fees (as defined in subsection 5.b.), or
part thereof, to be earned by such Director for a 12 month period beginning
January 1 and ending on the last day of December (hereinafter referred to as
the "Plan Year").

         b.       OPTION FORMULA The number of shares of common stock subject
to each option granted to any Director for a Plan Year shall be equal to the
nearest number of whole shares, with cash payment for fractional shares,
determined in accordance with the following formula:

                    Director's Fees
             ----------------------------------  =  Number of Shares
                Fair Market Value minus
                 Option Exercise Price

         "Option Exercise Price" and "Fair Market Value" shall be defined as
set forth in Subsection 5(c). "Director's Fees" shall mean the amount of fees
which the Director will be entitled to receive during a Plan Year for serving
as a Director of Cotton States Life Insurance Company or its direct and
indirect subsidiaries; provided, however, that if a Director elects to receive
a stock option in lieu of only a portion of the Director's Fees, the Director's
Fees for purposes of the foregoing formula shall equal the portion of the
Director's Fees so elected. For purposes of this Plan, "Director's Fees" does
include fees, but not expenses for attendance at meetings of the Board of
Directors or any committee of the Board of Directors or for any other services
to be provided to the Company and/or its direct and indirect subsidiaries.

         c.       OPTION EXERCISE PRICE The Option Exercise Price for each
option granted under the Plan shall be fifty percent (50%) of the fair market
value of shares of the Company's Common Stock on the date the option is
granted. "Fair Market Value" shall be the closing price as reported on the
NASDAQ National Market for the last trading date prior to the effective date of
grant (January 1), or the first date thereafter on which a minimum of 100
shares of the Common Stock are traded on the NASDAQ National Market. If the
Company's Common Stock is not traded on the date the option is granted, then
"Fair Market Value" shall be the average of the bid price and the ask price on
the date of reference.

         d.       TERM AND EXERCISE OF OPTION Options may be exercised only by
written notice to the Secretary of Cotton States Life Insurance Company,
accompanied by payment in cash or check payable to Cotton States Life Insurance
Company of the full exercise price for the shares as to which they are
exercised. No option granted under the Plan may be exercised before the
twelve-month anniversary of the date upon which it was granted; provided,
however that any option granted under the Plan shall become immediately
exercisable upon the retirement of the Director because of age, death or
disability. No option granted under the Plan shall be exercisable after the
expiration of ten years from the date upon which it is granted. Each option
shall be subject to termination before its date of expiration as hereinafter
provided in Subsections 5(e) and 5(f).


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         e.       TERMINATION OF DIRECTORSHIP Except as herein provided, the
rights of a Director in an option granted under the Plan shall not terminate
upon such Director's termination as a Director for any reason (including
retirement because of age, death or disability). That portion of an option
granted under the Plan which is attributable to any portion of the Director's
Fees which is not earned due to termination as a Director (for any reason)
shall automatically abate and be cancelled.

         f.       DEATH OF DIRECTOR Any option granted to a Director and
outstanding on the date of his or her death may be exercised by the
administrator of such Director's estate, the executor under his or her will, or
the person or persons to whom the option shall have been validly transferred by
such executor or administrator pursuant to the will or laws of intestate
succession, but not beyond the first to occur of (i) the expiration of twelve
months from the date of the Director's death, or (ii) the specified expiration
date of the option. Upon the first to occur of said two events, the option
shall terminate.


6.       CHANGES IN CAPITALIZATION

If the outstanding shares of Cotton States Life Insurance Company Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or other property (other than
ordinary cash dividends) are distributed with respect to such shares of Cotton
States Life Insurance Company Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of Cotton States
Life Insurance Company reorganization, recapitalization, reclassification,
dividend, stock split, reverse stock split, spin-off, split-off or other
distribution with respect to such shares of common stock, or other securities,
an appropriate and proportionate adjustment may be made in (i) the maximum
number and kind of shares reserved for issuance under the Plan; (ii) the number
and kind of shares or other securities subject to then outstanding options
under the Plan; and (iii) the price for each share subject to any then
outstanding options under the Plan. No fractional shares will be issued under
the Plan on account of any such adjustments.

7.       WITHHOLDING TAXES

         Whenever shares of Cotton States Life Insurance Company Common Stock
are to be issued or delivered, the Committee shall have the right, at or prior
to the delivery of any certificate or certificates for shares, to require the
recipient to remit to Cotton States Life Insurance Company in the form of cash
or check payable to the order of Cotton States Life Insurance Company in an
amount sufficient to satisfy withholding requirements with respect to federal,
state and local income and employment taxes.


8.       LIMITATION OF RIGHTS

         a.       No Right to Continue as a Director. Neither the Plan, nor the
granting of an option, nor any other action taken pursuant to the Plan, shall
constitute evidence of any agreement or understanding, express or implied, that
Cotton States Life Insurance Company will retain a participant as a Director
for any period of time, or at any particular rate of compensation.

         b.       No Stockholders' Rights for Options. The holder of an option
                  granted under the Plan shall have no rights as a stockholder
                  with respect to the shares covered by his or her options
                  until the date of the issuance of such holder of a stock
                  certificate therefor, and no adjustment will be made for
                  dividends or other rights for which the record date is prior
                  to the date such certificate is issued.


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9.       TRANSFERABILITY

         a.       Options are not transferable other than by will or the laws
of intestate succession. No transfer by will or by the laws of intestate
succession shall be effective to bind Cotton States Life Insurance Company
unless the Committee shall have been furnished with a copy of the deceased
participant's will or such other evidence as the Committee may deem necessary
to establish the validity of the transfer.

         b.       Only the participant or his or her guardian, or in the event
of death, his or her legal representative or beneficiary, may exercise options
and receive deliveries of shares.


10.      AMENDMENT, MODIFICATION AND TERMINATION

         The Board at any time may terminate and in any respect amend or modify
the Plan; provided, however, that no such action by the Board, without approval
of Cotton States Life Insurance Company shareholders, may (i) increase the
total number of shares of common stock available under the Plan in the
aggregate (except as otherwise provided in Section 6); (ii) extend the period
during which any option may be exercised; (iii) extend the term of the Plan;
(iv) change the option price; or (v) alter the class of persons eligible to
receive options. No amendment, modification or termination of the Plan shall in
any manner adversely affect the rights of any participant with respect to an
option previously granted, without the consent of such participant. The
provisions of Section 1, Section 4 and Section 5 of the Plan shall not be
amended more than once every six months, except to comport with changes in the
Internal Revenue Code or regulations thereunder.


11.      NOTICE

         Any written notice to Cotton States Life Insurance Company required by
any of the provisions of the Plan shall be addressed to the Corporate Secretary
of Cotton States Life Insurance Company and shall become effective when it is
received.


12.      GOVERNING LAW

         The validity and construction of the Plan and any agreements entered
into thereunder shall be governed by the laws of the state of Georgia.


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