EXHIBIT 10.3
------------



Mr. A. Larry Sisk
Vice President and Treasurer
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois  60601-3294

Dear Mr. Sisk:

U.S. Bank National Association (the Bank) is pleased to offer a credit
facility to Chicago Title Corporation (the Borrower), it being understood
that Bank shall make advances available on the following terms and
conditions:

The terms of the facility are:

1)    Borrower:   Chicago Title Corporation
                  Chicago, Illinois

2)    Amount:     The aggregate amount outstanding shall not exceed Twenty-
                  Five Million Dollars ($25,000,000.00)

3)    Purpose:    For general corporate purposes.

4)    Evidence of Indebtedness:     Revolving Credit Note to be signed by
                                    Borrower in the form of Exhibit A
                                    hereto (the Note).

5)    Expiration: This facility will expire on May 24, 2000 (Expiration
                  Date).

6)    Interest Rate:    The unpaid principal balance of all loans shall, at
                        Borrower's option, bear interest at a rate per
                        annum equal to:

                        (a)   the per annum rate of interest at which
                              overnight federal funds are from time to time
                              offered to Bank by any bank in the interbank
                              market, as stated by Bank (the Federal Funds
                              Rate), plus one quarter of one percent (1/4%)
                              per annum.  Interest on each advance bearing
                              interest at the Federal Funds Rate shall be
                              calculated on the basis of a year of 360 days
                              and actual days elapsed, and shall be payable
                              at the earlier to occur of every ninety (90)
                              days or the maturity of each such advance.

                        (b)   Bank's Base Rate, which means, for any day, a
                              rate per annum equal to the higher of (a) the
                              Federal Funds Rate for such day plus one half
                              of one percent (1/2%) or (b) the Reference
                              Rate (hereinafter defined) for such day.
                              Reference Rate which means the rate per annum
                              set by Bank from time to time and called its
                              Reference Rate.  Interest on each advance
                              bearing interest at the Base Rate shall be
                              calculated on the basis of a year 360 days
                              and actual days elapsed, and shall be payable
                              every ninety (90) days.

                        (c)   LIBOR (London Inter Bank Offered Rate) as
                              determined by Bank plus twenty-five (25)
                              basis points per annum (the LIBOR Rate).
                              Borrowings under this option shall be on an
                              as available basis for periods of one, two,
                              three or six months (each, an Interest
                              Period) selected by Borrower.  Interest on
                              borrowings under this option shall be payable
                              at the earlier to occur of every ninety (90)
                              days and the maturity of each draw, and shall
                              be calculated on actual days elapsed on a 360
                              day year.

                        In the event that deposits in the amount and for
                        the term of the selected Interest Period are
                        unavailable to Bank, or that by reason of
                        circumstances affecting the Eurodollar markets
                        generally, adequate and reasonable means do not
                        exist for ascertaining the interest rate applicable
                        to any loans bearing interest at the LIBOR Rate for
                        the selected Interest Period, Borrower shall either
                        repay such loan or direct Bank to convert such loan
                        into a loan bearing interest at a rate and for an
                        Interest period which is available on the last day
                        of the then current Interest Period, said choice
                        between repayment or conversion to be solely at
                        Borrower's option.

                        If it shall become unlawful (or contrary to any
                        direction from or requirement of any governmental
                        authority having jurisdiction over the Bank) for
                        Bank to honor its commitment hereunder or continue
                        to fund or maintain any loan or to perform its
                        obligations hereunder, then this commitment shall
                        thereupon be canceled and, if it shall become
                        unlawful for Bank to continue to fund or maintain
                        any loan, Borrower shall prepay without premium or
                        penalty such loan together with accrued interest
                        thereon on the last day of the then current
                        Interest Period with respect to each such loan or
                        on such earlier date as may be required by law.

                        Each request by Borrower for a loan bearing
                        interest at the LIBOR Rate must be received by Bank
                        no later than 1:00 p.m. Chicago, Illinois time, on
                        the day which is three (3) days prior to the day it
                        is to be funded.  A request for Federal Funds Rate
                        loans must be received by Bank no later than 12:00
                        p.m. Chicago, Illinois time, on the day it is to be
                        funded.  A request for Base Rate loans must be
                        received by Bank no later than 2:00 p.m. Chicago,
                        Illinois time, on the day that it is to be funded.


7)    Draw Maturities:  No loan hereunder may mature later than the
                        Expiration Date.

8)    Prepayment: Prepayments will be permitted only with prior consent of
                  Bank.  Any break funding charges incurred by Bank shall
                  be for the account of Borrower.

9)    Commitment Fee:   Borrower will pay a fee of ten (10) basis points
                        per annum of the unused portion of the amount
                        available hereunder, payable in arrears at the end
                        of each calendar quarter.

10)   Cross-default Provisions:     Default(s) by Borrower in the payment
                                    of any other obligations of Borrower,
                                    which in the aggregate exceed
                                    $10,000,000 shall also be an event of
                                    default hereunder.

11)   Year 2000:  The Company has reviewed the areas within its business
                  and operations which could be adversely affected by, and
                  has developed or is developing a program to address on a
                  timely basis, the Year 2000 Problem (that is, the risk
                  that computer application used by the Company may be
                  unable to recognize and perform properly date-sensitive
                  functions involving certain dates prior to and any date
                  after December 31, 1999).

12)   Cancellation:     Borrower may cancel this facility at any time with
                        five (5) days written notice to Bank.  Bank may
                        cancel this commitment upon the occurrence of an
                        Event of Default as defined in the Note, such
                        cancellation to be effective upon the giving of
                        written notice to Borrower.  Upon any such
                        cancellation, Borrower will pay to Bank any and all
                        amounts due to Bank hereunder, including without
                        limitation any break funding costs.

Borrower understands and agrees that this facility is not assignable by
Borrower.  Bank reserves the right to sell participations in this facility.


By Oregon Statute (ORS 41.580) the following disclosure is required:  Under
Oregon law, most agreements, promises and commitments made by lenders after
October 3, 1989, concerning loans and other credit extensions which are not
for personal, family or household purposes or secured solely by the
borrower's residence must be in writing, express consideration and be
signed by Lender to be enforceable.

We trust that the foregoing adequately sets forth the terms and conditions
of our mutual agreement with respect to this facility.  If you are in
agreement with the above, please complete, sign and return the enclosed
Note.

Yours truly,

/S/ Steven T. Williams

Steven T. Williams
Vice President
U.S. Bank National Association

Agreed to and accepted this 26th day of May, 1999.


CHICAGO TITLE CORPORATION


By:  /S/ Peter G. Leemputte
Title:  EVP, CFO and CAO


By:  A. Larry Sisk
Title:  VP and Treasurer


<PAGE>
                         REVOLVING PROMISSORY NOTE



$25,000,000                                            Dated:  May 26, 1999
                                                         Due:  May 24, 2000


On May 24, 2000, the undersigned (the Company), for value received,
promises to pay to the order of U.S. Bank National Association (the Bank),
the lesser of:  the principal sum of Twenty-Five Million Dollars
($25,000,000) or the aggregate unpaid principal amount outstanding under
the credit facility made available by the Bank to Company, with interest
(computed on actual days elapsed on the basis of a 360 days year) on any
and all principal amounts outstanding hereunder from time to time from the
date hereof until maturity together with all costs of collection, including
reasonable attorneys' fees, upon default.  Interest shall be payable as
more particularly set forth in that certain Facility Letter of even date
herewith by the Bank to Company, the terms and conditions of which are
incorporated herein by reference.  The proceeds available hereunder are for
direct advances.

Any portion of principal hereof which is not paid when due whether at
stated maturity, by acceleration, or otherwise, shall bear interest payable
on demand at an interest rate equal at all times to one percent (1%) above
the applicable rate in effect with respect to such portion at such
maturity.  All payments hereunder shall be applied first to interest on the
unpaid balance at the rate herein specified and then to principal.

The Bank shall make loans available hereunder upon Company's oral or
written request.  The proceeds of such loans shall be made available at the
office of the Bank by credit to the account of Company or by other means
requested by Company and acceptable to the Bank.  The Bank is authorized to
rely on telephonic or telegraphic loan requests which the Bank believes in
its good faith judgment to emanate from a representative of Company who has
been authorized in writing by an officer or director of Company, whether or
not that is in fact the case.

All amounts outstanding under this Note shall become immediately due and
payable, at the option of the holder hereof, without any demand or notice
whatsoever, in the event that Company shall do any of the following (each,
an Event of Default) (a) fail to make any payment when due of principal or
interest on this Note or the Facility Letter, or (b) fail to make
payment(s) when due of any other obligation(s) of Company which in the
aggregate exceed $10,000,000.  In addition, this and all other obligations
of Company to the holder hereof shall be and become due and payable
immediately without any demand or notice whatsoever in the event of any
assignment for the benefit of creditors of, or the commencement of any
bankruptcy, receivership, insolvency, reorganization, dissolution or
liquidation proceedings by or against Company, or in the event of any
garnishment, attachment, levy or lien being asserted against any deposit
balance maintained (or any property deposited) with the holder hereof by
Company.  In addition, the Bank's commitment shall, at the Bank's option,
be terminated upon the occurrence of any of the above.

All advances made by the Bank and all payments made by Company on account
of the unpaid principal amount hereof, shall be recorded on the books and
records of the Bank.  Company agrees that in any action or proceeding
instituted to collect or enforce collection of this Note, the amount
endorsed on the reverse side of the Note at that time or inscribed in such
other records of the Bank shall be prima facie evidence of the unpaid
principal balance of this Note.

The Note is to be governed and construed according to the laws of the State
of Oregon.

<PAGE>
If any payment to be made by Company hereunder shall become due on a
Saturday, Sunday or business holiday under the laws of the State of Oregon,
such payment shall be made on the next succeeding business day and such
extension shall be included in computing any interest in respect of such
payment.

Company hereby agrees that any and all information relating to Company
which is (i) furnished by Company to the Bank (or to any affiliate of the
Bank), and (ii) non-public, confidential or proprietary in nature, shall be
kept strictly confidential by the Bank or such affiliate, provided,
however, that such information and other credit information relating to
Company may be distributed by the Bank or such affiliate to the Bank's or
such affiliate's directors, officers, employees, affiliates, attorneys,
auditors and regulators, and to any other party upon the order of a court
or other governmental agency having jurisdiction over the Bank or such
affiliate.


                                           CHICAGO TITLE CORPORATION


By: /S/ Peter G. Leemputte
Title: EVP, CFO and CAO



By:  /S/ A. Larry Sisk
Title:  VP and Treasurer