EXHIBIT 10.1


                             INVESTORS TITLE COMPANY

                   2001 STOCK OPTION AND RESTRICTED STOCK PLAN
                            (AS AMENDED AND RESTATED)

                                   ARTICLE I
                               GENERAL PROVISIONS

     Section 1.1 Purpose.  Investors  Title  Company and its  subsidiaries  (the
"Company") previously adopted the 2001 Stock Option and Restricted Stock Plan in
order 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.  This 2001 Stock Option and
Restricted  Stock  Plan,  as amended  and  restated,  is adopted by the  Company
effective  as of May 17,  2006,  in order to (i)  allow  for the  award of stock
appreciation   rights  under  the  Plan,   (ii)  achieve   compliance  with  the
requirements  of Section 409A of the Internal  Revenue Code of 1986,  as amended
(the "Code"), and (iii) otherwise meet current needs.

     Section 1.2 Elements of the Plan.  The Plan provides for the grant of stock
options  pursuant  to  ARTICLE  II of the Plan  ("Options"),  the grant of stock
appreciation  rights  pursuant to ARTICLE II of the Plan ("SARs") and restricted
stock awards  pursuant to ARTICLE IV 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 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, as amended (the "Exchange Act"), 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.

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          (a) Subject to the other  provisions of this Plan, the Committee shall
     have sole authority in its absolute discretion:  to grant Options, SARs and
     Restricted  Stock  Awards  under  the  Plan;  to  determine  the  officers,
     employees  and  directors to whom  Options,  SARs and/or  Restricted  Stock
     Awards shall be granted  under the Plan;  to determine the number of shares
     subject to any Option, SAR or Restricted Stock Award under the Plan; to fix
     the  exercise  price and the  duration of each Option or SAR; to  establish
     corporate or individual performance or other vesting standards for Options,
     SARs  or  Restricted  Stock  Awards;  to  establish  any  other  terms  and
     conditions of Options,  SARs and Restricted Stock Awards; and to accelerate
     the time at which any  outstanding  Option or SAR may be  exercised  or the
     time when  restrictions  and  conditions  on  Restricted  Stock Awards will
     lapse.  The Board may also grant  Options,  SARs  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,  SAR 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 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,  SARs 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 or SAR  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 or SAR 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,  SARs 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,  SARs and Restricted
Stock Awards may be granted under this Plan. A corresponding adjustment changing
the number or kind of shares allocated to unexercised Options,  SARs 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 or SARs shall
be made  without  change  in the  aggregate  purchase  price  applicable  to the
unexercised  portion  of any  such  Option  or  SAR,  but  with a  corresponding
adjustment  in the price for each share  covered by the Option or SAR, 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,  and
consistent  with the  requirements  of Section 409A of the Code in order for any
such Option or SAR to remain exempt from the requirements of Section 409A of the
Code.  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,  SAR or  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
                                 STOCK OPTIONS

     Section  2.1 Grant.  The  Committee  may cause the  Company to grant  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 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
     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  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 5.2.

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          (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.

               (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
                           STOCK APPRECIATION RIGHTS

     Section  3.1 Grant.  The  Committee  may cause the Company to grant SARs to
eligible  participants  under the Plan in such amounts as the Committee,  in its
sole discretion shall determine. The Committee shall have complete discretion in
determining the terms and conditions pertaining to such SARs consistent with the
provisions  of the Plan.  The  grant  price of an SAR shall not be less than the
fair market  value (as defined in Section  2.2(b)) per share of the Common Stock
at the time the SAR is granted.

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     Section 3.2 Exercise of SARs. SARs may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes upon them.

     Section  3.3 SAR  Agreement.  Each SAR grant  shall be  evidenced  by a SAR
agreement  that shall  specify the grant  price,  the term of the SAR,  and such
other provisions as the Committee shall determine.

     Section 3.4 Term of SARs. The term of a SAR granted under the Plan shall be
determined by the Committee,  in its sole discretion;  provided,  however,  that
such term shall not exceed ten (10) years.

     Section 3.5 Payment of SAR Amount.  Upon  exercise of a SAR, the grantee of
the SAR shall be  entitled  to  receive  payment  from the  Company in an amount
determined by multiplying:

          (a) The  difference  between  the fair  market  value (as  defined  in
     Section  2.2(b))of a share of Common Stock on the date of exercise over the
     grant price; by

          (b) The number of shares of Common Stock with respect to which the SAR
     is exercised.

     At  the  discretion  of  the  Committee  or as  otherwise  provided  in the
applicable  SAR  agreement,  the payment upon SAR exercise  shall be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

     Section 3.6 Other Terms and Conditions.  The provisions of Sections 2.2(e),
(g) and (h) shall apply to SARs, except as otherwise  provided in any applicable
SAR agreement.

                                   ARTICLE IV
                            RESTRICTED STOCK AWARDS

     Section 4.1 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 4.2 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.

     Section 4.3  Restrictions  and  Conditions.  Shares of Common Stock awarded
under this ARTICLE IV 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 IV 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.

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         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 4.4 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  4.6 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  4.5  Forfeiture.  Unless  otherwise  provided  in  the  applicable
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 4.6 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.

     Section 4.7  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 IV.

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         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 V
                            MISCELLANEOUS PROVISIONS

     Section 5.1 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 SAR 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 SAR 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 5.2 Tax  Withholding.  No optionee or SAR grantee shall be entitled
to issuance of a stock certificate  representing  shares purchased upon exercise
of a  Nonqualified  Stock Option or SAR,  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 SAR 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
5.1 may be deducted from such payments.

     Section  5.3  Employment.  Nothing  in the  Plan or in any  Option,  SAR or
Restricted  Stock Award shall  confer upon any  eligible  employee  any right to
continued  employment by the 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 5.4 Effective  Date of Plan.  The 2001 Stock Option and  Restricted
Stock Plan, as originally adopted, became effective as of February 12, 2001, the
date of adoption of the Plan by the Board of Directors  of the Company,  and was
duly  approved by the  shareholders  of the Company at a meeting  held within 12
months of the date of  adoption  of the Plan by the  Board.  This Plan  shall be
effective May 17, 2006.

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<PAGE>

     Section 5.5  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 or SARs granted under the Plan; (c) extend the maximum
duration  established  under the Plan for any Option or SAR or for a  Restricted
Stock Award;  or (d) permit the granting of an Option,  SAR 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,  SAR or Restricted Stock Award shall be granted under the Plan after the
Plan is terminated.

     Section 5.6 Prior Rights and  Obligations.  No  amendment,  suspension,  or
termination  of the Plan  shall,  without  the  consent  of the  person  who has
received an Option,  SAR or Restricted Stock Award,  alter or impair any of that
person's rights or obligations  under any Option,  SAR or Restricted Stock Award
granted under the Plan prior to such amendment, suspension, or termination.

     Section 5.7 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.

     Section 5.8 Compliance  With Section 409A of the Code. The Plan is intended
to  comply  with   Section  409A  of  the  Code,   to  the  extent   applicable.
Notwithstanding  any  provision of the Plan to the  contrary,  the Plan shall be
interpreted,  operated and  administered  consistent  with this intent.  In that
regard,  and  notwithstanding  any  provision of the Plan to the  contrary,  the
Company  reserves  the right to amend the Plan or any  award  granted  under the
Plan,  by  action  of  the  Committee,  without  the  consent  of  any  affected
participant,  to the extent  deemed  necessary  or  appropriate  for purposes of
maintaining  compliance  with  Section  409A of the  Code  and  the  regulations
promulgated thereunder.

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